ICAHN ENTERPRISES L.P. — Director's Dealing 2012

Mar 13, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ICAHN ENTERPRISES L.P. (IEP)
CIK: 0000813762
Period of Report: 2012-03-13

Reporting Person: NINIVAGGI DANIEL A (Director, Pres & Principal Exec Officer)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Option to buy Depositary Units	$44.87	2014-12-31	Depositary Units (101632)		Direct
Class B Option to buy Depositary Units	$54.71	2014-12-31	Depositary Units (101632)		Direct

Footnotes

F1: Depositary Units representing limited partner interests in Icahn Enterprises L.P.

F2: 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.

F3: 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.