ICAHN ENTERPRISES L.P.

Regulatory Filings • Jul 23, 2008

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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): July 23, 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)) |

ITEM 8.01 Other Events

ICAHN ENTERPRISES L.P. (NYSE: IEP) (“Icahn Enterprises”) is engaging an investment advisor to explore strategic alternatives with respect to its wholly owned indirect subsidiary - PSC Metals, Inc. Below is certain financial information regarding PSC Metals, Inc.

| PSC
METALS, INC. AND SUBSIDIARIES |
| --- |
| UNAUDITED
DATA FOR THE PERIODS
INDICATED |

| (000s) | Six
Months Ended June 30, — 2008 | 2007 |
| --- | --- | --- |
| Net
sales | $ 736,941 | $ 423,379 |
| Cost
of sales | 632,558 | 394,772 |
| Gross
profit | 104,383 | 28,607 |
| Selling,
general and administrative | 14,733 | 10,359 |
| Income
from continuing operations before interest and taxes | $ 89,650 | $ 18,248 |
| Depreciation
and Amortization | $ 7,500 | $ 5,396 |
| Capital
Expenditures | $ 14,937 | $ 12,241 |
| Ferrous
tons sold | 1,137 | 853 |
| Non-ferrous
pounds sold | 73,349 | 56,607 |

The summary historical interim consolidated financial data set forth above is preliminary and subject to change. We have not yet reported our results for the six-month period ended June 30, 2008. This data is unaudited and has not been reviewed by our independent auditors. Historical results are not indicative of results to be expected in the future and results for interim periods are not indicative of results that might be expected for any other interim period or for an entire fiscal year.

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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.

(Registrant)
By:	Icahn
Enterprises G.P. Inc.,
	its
General Partner
	By:	/s/
Andrew R. Skobe
		Andrew
R. Skobe
		Interim
Chief Financial Officer
Date:
July 23, 2008

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