Ownership Submission
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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  NINIVAGGI DANIEL A
 2. Date of Event Requiring Statement (Month/Day/Year)
03/13/2012		 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
 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)
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.

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) 101,632 (2) $ 44.87 D  
Class B Option to buy Depositary Units 02/11/2010 12/31/2014 Depositary Units (1) 101,632 (3) $ 54.71 D  

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 03/13/2012
**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 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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.