FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   NINIVAGGI DANIEL A 2. Date of Event Requiring Statement (Month/Day/Year) 04/05/2010 3. Issuer Name and Ticker or Trading Symbol ICAHN ENTERPRISES L.P. [IEP] (Last) (First) (Middle) C/O ICAHN ENTERPRISES L.P., 767 FIFTH AVENUE, 47TH FLOOR 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President of General Partner 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) NEW YORK, NY 10153 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Option to buy Depositary Units	02/11/2010	12/31/2014	Depositary Units (1)	100,000 (2)	$ 45.6	D	Â
Class B Option to buy Depositary Units	02/11/2010	12/31/2014	Depositary Units (1)	100,000 (3)	$ 55.6	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
NINIVAGGI DANIEL A C/O ICAHN ENTERPRISES L.P. 767 FIFTH AVENUE, 47TH FLOOR NEW YORK, NY 10153	Â	Â	  President of General Partner	Â

Signatures

DANIEL A. NINIVAGGI		04/05/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Depositary Units representing limited partner interests in Icahn Enterprises L.P.
(2)	The Class A option shall vest: (i) as to 33,334 Depositary Units, on December 31, 2010; (ii) as to 33,333 Depositary Units, on December 31, 2011; and (iii) as to the balance of 33,333 Depositary Units, on December 31, 2012.
(3)	The Class B option shall vest: (i) as to 33,334 Depositary Units, on December 31, 2010; (ii) as to 33,333 Depositary Units, on December 31, 2011; and (iii) as to the balance of 33,333 Depositary Units, on December 31, 2012.

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