Prospectus supplement filed pursuant to Rule 424(b)(3)

Registration No. 333-143930

PROSPECTUS SUPPLEMENT

This is a supplement, dated January 24, 2008, to the prospectus that forms a part of the Form S-3 Registration Statement (No. 333-143930) (the “Form S-3”) filed on December 31, 2007 by Icahn Enterprises L.P. This supplement supersedes and replaces the section entitled “Selling Securityholders” contained in the prospectus. This supplement is not complete without, and may not be delivered or utilized except in connection with, the prospectus.

This supplement relates to our depositary units that have been registered for resale on the Form S-3. The depositary units underlie certain convertible notes that we originally issued to two initial purchasers pursuant to a Securities Purchase Agreement on April 4, 2007 in reliance upon the exemptions from securities registration afforded by Rule 144A and Section 4(2) of the Securities Act of 1933, as amended and Rule 506 of Regulation as promulgated by the United States Securities and Exchange Commission under the 1933 Act. The convertible notes were then resold by the initial purchasers. The depositary units issuable upon the conversion of the convertible notes that may be offered pursuant to the prospectus and this supplement are being offered for resale by the selling securityholders, which includes their transferees, distributees, pledgees or donees or their successors.

The following table lists the selling securityholders and other information regarding the beneficial ownership of the depositary units that may be offered pursuant to the prospectus and this supplement by each of the selling securityholders. The information contained in this supplement is based on information provided by or on behalf of the selling securityholders. The second column lists the number of depositary units beneficially owned by each selling securityholder, based on its ownership of the convertible notes, assuming conversion of all convertible notes held by the selling securityholders on that date, without regard to any limitations on conversions. The third column lists the depositary units being offered by the prospectus and this supplement by each selling securityholder. The selling securityholders may offer all, some or none of the depositary units. Because the selling securityholders may offer all or some of the depositary units, we cannot estimate the amount of depositary units that will be held by the selling securityholders after any of these sales.

The number of depositary units issuable upon conversion of the convertible notes shown in the table below assumes conversion of the full amount of convertible notes held by each selling securityholder at the conversion rate of 132.595 depositary units per $1,000 principal amount of convertible notes. In accordance with the terms of our registration rights agreement, the prospectus and this prospectus supplement generally cover the resale of the depositary units issued or issuable upon conversion of the convertible notes. Because the conversion price of the convertible notes may be adjusted, the number of depositary units that will actually be issued may be more or less than the number of depositary units being offered by the prospectus and this supplement. The fourth column assumes the sale of all of the depositary units offered by the selling securityholders pursuant to the prospectus and this supplement. Except as otherwise noted in the footnotes to the table below, the number of depositary units owned by the selling securityholders or any future transfers from any such holder assumes that they do not beneficially own any depositary units other than depositary units into which the convertible notes are convertible.