UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of Earliest Event Reported): November 2, 2012

~~Date~~ICAHN ofENTERPRISES ~~Report~~HOLDINGS ~~(Date of earliest event reported): October 25, 2012~~L.P.

~~Icahn~~ (Exact ~~Enterprises~~Name ~~Holdings L.P.~~of Registrant as Specified in Its Charter)

(Exact name of registrant as specified in its charter)



Delaware	333-118021-01	13-3398767
(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)

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

(Registrant's Telephone Number, Including Area Code)

N/A

(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)  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~o ~~1.01~~Soliciting ~~Entry~~material ~~into~~pursuant ato ~~Material~~Rule ~~Definitive~~14a-12 ~~Agreement~~under the Exchange Act (17 CFR 240.14a-12)

Ono ~~October~~Pre-commencement ~~25,~~communications ~~2012, Icahn Enterprises L.P. (“Icahn Enterprises”) entered into an employment agreement (the “New Employment Agreement”) with Daniel A. Ninivaggi,~~ pursuant to ~~which~~Rule ~~Mr. Ninivaggi will continue to serve as the President and Chief Executive Officer of Icahn Enterprises, Icahn Enterprises Holdings L.P.~~ 14d-2(~~“Icahn Enterprises Holdings”~~b) ~~and~~under ~~Icahn~~the ~~Enterprises~~Exchange ~~G.P.~~Act ~~Inc.~~ (~~“Icahn~~17 ~~Enterprises GP”),~~CFR ~~the sole general partner of Icahn Enterprises and Icahn Enterprises Holdings~~240. ~~The New Employment Agreement supersedes and replaces the employment agreement entered into by Icahn Enterprises with Mr. Ninivaggi dated February 11, 2010~~ 14d-2(~~the “2010 Employment Agreement”~~b)~~. See Item 5.02 below for a further description of the Employment Agreement.~~)

~~Item~~o ~~5.02~~Pre-commencement ~~Departure~~communications ofpursuant ~~Directors~~to orRule ~~Certain~~13e-4(c) ~~Officers;~~under ~~Election~~the ofExchange ~~Directors;~~Act ~~Appointment~~(17 ofCFR ~~Certain Officers; Compensatory Arrangements of Certain Officers~~240.13e-4(c))

OnSection 5 ~~October~~- ~~25,~~Corporate ~~2012, Icahn~~Governance ~~Enterprises entered into the New Employment Agreement with Daniel A. Ninivaggi pursuant to which Mr. Ninivaggi will continue to serve as the President~~ and Chief Executive Officer of Icahn Enterprises, Icahn Enterprises Holdings and Icahn Enterprises GP. The New Employment Agreement supersedes and replaces the 2010 Employment Agreement, dated February 11, 2010 and provides that all options granted to Mr. Ninivaggi under the 2010 Employment Agreement are cancelled. Mr. Ninivaggi will continue to be (1) principally responsible for overseeing portfolio company operations and (2) involved with acquisitions, dispositions and financings engaged in by Icahn Enterprises, Icahn Enterprises Holdings and subsidiaries. Mr. Ninivaggi’s employment is at will and can be terminated by Icahn Enterprises at any time for any reason.Management

~~Through~~Item ~~October 31, 2012, Mr~~5.05 Amendments ~~Ninivaggi will continue~~ to ~~receive a base salary at~~ the ~~rate~~Registrant's ~~set~~Code ~~forth~~of ~~in the 2010 Employment Agreement and on October 31~~Ethics, ~~2012~~or heWaiver ~~will~~of ~~receive~~ a ~~bonus~~Provision of ~~$542,666. Pursuant to~~ the ~~New~~Code ~~Employment Agreement, beginning on November 1, 2012, Mr. Ninivaggi is entitled to a base salary at the rate~~ of $1Ethics.~~3 million per annum, earned and payable ratably every two weeks. Mr. Ninivaggi is also eligible to receive a discretionary annual bonus.~~

~~The~~On ~~foregoing~~November ~~description~~2, 2012, the Board of Directors of Icahn Enterprises G.P., Inc., the ~~New~~general ~~Employment Agreement~~partner ~~does~~of ~~not~~Icahn ~~purport~~Enterprises toHoldings beL.P., ~~complete~~approved the Code of Ethics and isBusiness ~~qualified~~Conduct, inor ~~its~~the ~~entirety~~Ethics byCode, ~~reference~~which applies to ~~the~~all ~~New~~employees, ~~Employment~~directors ~~Agreement~~and officers of Icahn Enterprises Holdings L.P., ~~which is~~Icahn ~~filed~~Enterprises ~~hereto~~G.P., asInc., ~~Exhibit~~Icahn 10Enterprises L.1P. and iseach ~~herein~~of ~~incorporated~~their ~~into~~majority-owned ~~this~~subsidiaries. ~~current~~The ~~report~~Ethics onCode ~~Form~~amends 8and restates the prior Ethics Code and clarifies and updates the policies designed to promote the purposes outlined for a code of ethics in Item 406 of Regulation S-K. The Ethics Code covers topics such as conflicts of interest, corporate opportunities, disclosure obligations, compliance with laws, company property, confidentiality, fair dealing, waivers of the Ethics Code and whistle blower policy, among others. The Ethics Code took effect upon adoption by ~~reference~~the Board of Directors of Icahn Enterprises G.P., Inc.

~~Item~~This ~~9.01.~~description ~~Financial~~is ~~Statements~~a summary and ~~Exhibits~~is qualified in its entirety by reference to the full text of the Ethics Code, which is filed herewith as Exhibit 14.1.

~~(d)~~Section 9 - Financial Statements and Exhibits

~~10.1~~Item ~~– Employment Agreement with Daniel A~~9.01 Financial ~~Ninivaggi, dated~~Statements ~~October~~and ~~25, 2012~~Exhibits.

~~SIGNATURES~~(d) Exhibits

~~Pursuant~~14.1 to- Amended ~~the~~Code ~~requirements~~ of ~~the~~Ethics ~~Securities Exchange~~and ~~Act~~Business ~~of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Conduct.

~~ICAHN ENTERPRISES HOLDINGS L.P. (Registrant) By: Icahn Enterprises G.P. Inc. its General Partner By: /s/ SungHwan Cho SungHwan Cho Chief Financial Officer~~SIGNATURE

~~Date: October~~Pursuant 29to the requirements of the Securities Exchange Act of 1934, ~~2012~~the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	ICAHN ENTERPRISES HOLDINGS L.P.
		(Registrant)

	By:	Icahn Enterprises G.P. Inc., its general partner

	By:	/s/ Peter Reck
		Peter Reck
		Chief Accounting Officer

Date: November 8, 2012

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