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): ~~September~~ October 2825, 2012

Icahn Enterprises Holdings L.P.

(Exact name of registrant as specified in its charter)

Delaware	333-118021-01	13-~~3398-767~~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)

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:

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

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

¨Item ~~Pre-commencement~~5.02 ~~communications~~Departure ~~pursuant~~of toDirectors ~~Rule~~or ~~13e-4(c)~~Certain ~~under~~Officers; ~~the~~Election ~~Exchange~~of ~~Act~~Directors; ~~(17~~Appointment ~~CFR~~of ~~240~~Certain Officers; Compensatory Arrangements of Certain Officers.~~13e-4(c))~~

~~ITEM~~On 5October 25, 2012, Icahn Enterprises entered into the New Employment Agreement with Daniel A.~~02 Departure~~ Ninivaggi pursuant to which Mr. Ninivaggi will continue to serve as the President and Chief Executive Officer of ~~Directors~~Icahn orEnterprises, ~~Certain~~Icahn ~~Officers;~~Enterprises ~~Election~~Holdings ofand ~~Directors;~~Icahn ~~Appointment~~Enterprises ofGP. The New ~~Certain~~Employment ~~Officers;~~Agreement ~~Compensatory~~supersedes ~~Arrangements~~and ofreplaces ~~Certain~~the 2010 Employment Agreement, dated February 11, 2010 and provides that all ~~Officers~~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.

~~Resignation~~Through October 31, 2012, Mr. Ninivaggi will continue to receive a base salary at the rate set forth in the 2010 Employment Agreement and on October 31, 2012 he will receive a bonus of ~~Director~~$542,666. Pursuant to the New Employment Agreement, beginning on November 1, 2012, Mr. Ninivaggi is entitled to a base salary at the rate of $1.3 million per annum, earned and ~~Officer~~payable ratably every two weeks. Mr. Ninivaggi is also eligible to receive a discretionary annual bonus.

~~Vincent~~The J.foregoing ~~Intrieri~~description ~~delivered~~of ~~notice~~the ofNew Employment ~~his~~Agreement ~~resignation~~does asnot ~~the~~purport ~~Senior~~to ~~Vice~~be ~~President~~complete and ~~Director~~is ofqualified ~~Icahn~~in ~~Enterprises~~its ~~G.P.~~entirety ~~Inc.~~by ~~(“Icahn~~reference ~~Enterprises~~to ~~G.P.”),~~ the ~~general~~New ~~partner~~Employment ofAgreement, ~~Icahn~~which is ~~Enterprises~~filed ~~Holdings~~hereto ~~L.P.~~as ~~(“Icahn~~Exhibit ~~Enterprises~~10.1 ~~Holdings”)~~ and ~~Icahn~~is ~~Enterprises,~~herein ~~L.P.~~incorporated ~~(“Icahn Enterprises”),~~into ~~and~~this ~~all~~current ~~officer~~report ~~and/or~~on ~~director~~Form ~~positions~~8-K ~~held~~ by ~~him at certain of our subsidiaries, on September 28, 2012~~reference.

~~The~~Item ~~resignation~~9.01. ~~was~~Financial ~~not~~Statements ~~the~~and ~~result of any disagreement with Icahn Enterprises Holdings on any matter relating to Icahn Enterprises Holdings’ operations, policies or practices.~~Exhibits

A(d) ~~copy of Mr. Intrieri’s resignation letter is attached hereto as Exhibit 17.1 and incorporated herein in its entirety by reference.~~ Exhibits

~~Appointment~~10.1 of– ~~Directors~~Employment Agreement with Daniel A. Ninivaggi, dated October 25, 2012

On September 28, 2012 the Board of Directors of Icahn Enterprises G.P., appointed Keith Cozza and SungHwan Cho to serve as Directors of Icahn Enterprises GP. Messrs. Cozza and Cho will also hold officer and/or director positions at certain of our subsidiaries.SIGNATURES

~~Keith~~Pursuant ~~Cozza~~to ~~is currently~~ the ~~Chief~~requirements ~~Financial Officer~~ of ~~Icahn~~the ~~Associates Holding LLC, a position he has held since 2006. Mr. Cozza served as Controller at Icahn Associates~~Securities ~~Holding~~Exchange ~~LLC~~Act ~~from 2004 to 2006. Prior to that Mr. Cozza was a senior assurance associate at Grant Thornton LLP. Since August 2011, Mr. Cozza has been a member~~ of ~~the Executive Committee of XO Holdings~~1934, ~~a telecommunications company. Mr. Cozza was a member of~~ the ~~board~~Registrant ofhas ~~directors~~duly ofcaused ~~MGM~~this ~~Holdings~~report ~~Inc.,~~to anbe ~~entertainment~~signed ~~company focused~~ on ~~the~~its ~~production~~behalf ~~and~~by ~~distribution of film and television content, from April 2012 through August 2012. Mr. Cozza holds a B.S. in Accounting from~~ the ~~University~~undersigned ofhereunto ~~Dayton.~~duly ~~XO Holdings is indirectly controlled by Carl C~~authorized. ~~Icahn. Mr. Icahn also previously had a non-controlling interest in MGM Holdings through the ownership of securities.~~

~~There~~ICAHN ~~are~~ENTERPRISES noHOLDINGS ~~arrangements or understandings between Mr~~L.P. ~~Cozza~~(Registrant) ~~and~~By: ~~any~~Icahn ~~other~~Enterprises ~~persons~~G.P. ~~pursuant~~Inc. toits ~~which~~General hePartner ~~was~~By: ~~selected~~/s/ asSungHwan ~~director~~Cho ~~and~~SungHwan heCho ~~has~~Chief noFinancial ~~direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.~~Officer

Mr. Cho has served as Chief Financial Officer of Icahn Enterprises G.P., Inc. since March 2012. Prior to this time, he was Senior Vice President and previously Portfolio Company Associate at Icahn Enterprises L.P. since Date: October ~~2006. Icahn Enterprises is a diversified holding company engaged in a variety of businesses~~29, including investment management, automotive parts, metals recycling, real estate, railcar manufacturing, food packaging, gaming, and home fashion. From 2004 to 2006, Mr. Cho served as Director of Finance for Atari, Inc., a publisher of interactive entertainment products. From 1999 to 2002, Mr. Cho served as Director of Corporate Development and Director of Product Development at Talk America, a telecommunications provider to small business and residential customers. From 1996 to 1999, he was an investment banker at Salomon Smith Barney in New York and Tokyo.2012

Mr. Cho has been a director of: CVR Energy, Inc, an oil refining company and CVR GP, LLC, the general partner of CVR Partners LP, a fertilizer company, since May, 2012; Federal Mogul, Inc., an auto parts manufacturer, since May 2012; XO Holdings, LLC (now known as XO Holdings), a competitive provider of telecom services since August 2011; American Railcar Industries, Inc., a railcar manufacturing company, since June 2011; Take-Two Interactive Software Inc, a publisher of interactive entertainment products, since April 2010; WestPoint International, LLC (now known as WestPoint Home LLC), a home textiles manufacturer since January 2008; PSC Metals Inc., a metal recycling company, since December 2006; and Viskase Companies, Inc., a meat casing company, since November 2006. With respect to each aforementioned company, Carl C. Icahn, directly or indirectly, either (i) controls or at such time controlled such company or (ii) at such time had or has an interest in such company through the ownership of securities.

Mr. Cho received a B.S. in Computer Science from Stanford University and an MBA from New York University, Stern School of Business.

There are no arrangements or understandings between Mr. Cho and any other persons pursuant to which he was selected as director and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

17.1 Resignation Letter of Vincent J. Intrieri, dated September 28, 2012

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.

ICAHN ENTERPRISES HOLDINGS L.P. (Registrant) By: Icahn Enterprises G.P. Inc. its general partner By: /s/ Daniel Ninivaggi Daniel Ninivaggi President, Chief Executive Officer and Director

Date: October 2, 2012

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