Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 5, 2008

Icahn Enterprises L.P.
(Exact name of registrant as specified in its charter)

Delaware
1-9516
13-3398766
(State or Other Jurisdiction of
Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

767 Fifth Avenue, Suite 4700, New York,           NY 10153
(Address of Principal Executive Offices)  (Zip Code)

Registrant’s Telephone Number, Including Area Code: (212) 702-4300
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Section 8 - Other Events
 
Item 8.01. Other Events
 
Attached hereto as Exhibit 23.1 is the consent of Grant Thornton LLP to incorporation by reference of its reports contained in Icahn Enterprises LP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007.
 
Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits
 
(d)
Exhibits
 
Exhibit 23.1 - Consent of Grant Thornton LLP.
 
Exhibit Index
 
23.1
Consent of Grant Thornton LLP
   
 
[remainder of page intentionally left blank; signature page follows]
 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
ICAHN ENTERPRISES L.P.
  
 
(Registrant)
    
         
 
By:
Icahn Enterprises G.P. Inc.
 
   
its General Partner
  
         
         
   
By:
/s/ Dominick Ragone
  
     
Dominick Ragone
  
     
Principal Financial Officer
  
 
Date:
November 5, 2008