FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

NINIVAGGI DANIEL A

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/13/2012 

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)

__ X __ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Pres & Principal Exec Officer /

(Street)

NEW YORK, NY 10153       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


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)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		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   2/11/2010   12/31/2014   Depositary Units   (1) 101632   (2) $44.87   D    
Class B Option to buy Depositary Units   2/11/2010   12/31/2014   Depositary Units   (1) 101632   (3) $54.71   D    

Explanation of Responses:
( 1)  Depositary Units representing limited partner interests in Icahn Enterprises L.P.
( 2)  The Class A option is vested as to 67,755 Depositary Units and will vest as to the balance of 33,877 Depositary Units on December 31, 2012.
( 3)  The Class B option is vested as to 67,755 Depositary Units and will vest as to the balance of 33,877 Depositary Units on December 31, 2012.

Remarks:
This Form 3 is being filed to report that Daniel A. Ninivaggi became a director of the Issuer on March 13, 2012.

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 		X
Pres & Principal Exec Officer

Signatures
/s/ Daniel A. Ninivaggi 3/13/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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