FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Papapostolou Ted
  2. Issuer Name and Ticker or Trading Symbol
ICAHN ENTERPRISES L.P. [IEP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last)
(First)
(Middle)
C/O ICAHN ASSOCIATES HOLDING LLC, 16690 COLLINS AVENUE, PH-1		 3. Date of Earliest Transaction (Month/Day/Year)
09/26/2024
(Street)

SUNNY ISLES, FL 33160		 4. If Amendment, Date Original Filed (Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Depository Units (4) 09/26/2024   M   28,516 A (1) (2) 28,516 D  
Depository Units (4) 09/26/2024   D   28,516 D $ 15.13 (5) 0 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Depositary Units (1) (2) 09/26/2024   M     28,516   (1)   (1) Depositary Units 28,516 $ 0 28,516 D  
Deferred Depositary Units (1) (3) 09/26/2024   D     2,063   (1)   (1) Depositary Units 2,063 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Papapostolou Ted
C/O ICAHN ASSOCIATES HOLDING LLC
16690 COLLINS AVENUE, PH-1
SUNNY ISLES, FL 33160		   X     Chief Financial Officer  

Signatures

 /s/ Ted Papapostolou   09/27/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Represents deferred depositary units ("Deferred Depositary Units") previously granted pursuant to the Icahn Enterprises L.P. 2017 Long-Term Incentive Plan. Each Deferred Depositary Unit represents the equivalent of one Depositary Unit representing a limited partner interest in Icahn Enterprises L.P. (the "Issuer"). The Deferred Depositary Units were originally scheduled to vest on December 9, 2024.
(2) In connection with the Issuer entering into an employment letter agreement ("Employment Letter") dated September 26, 2024, with the Reporting Person, a prorated number of such Deferred Depositary Units (together with any dividend equivalents credited with respect to such vested Deferred Units) vested through and including September 26, 2024 (the "Effective Date") and will be settled in cash in accordance with the Deferred Unit Agreement, less applicable tax and payroll withholdings.
(3) In connection with the Employment Letter, the Reporting Person agreed to, among other things, forfeit any unvested Deferred Depositary Units (together with any dividend equivalents credited with respect to such unvested Deferred Units) that did not vest in accordance with the foregoing.
(4) Depositary Units representing limited partnership interests in the Issuer.
(5) The reported price excludes credited dividend equivalents.

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