Item 2.01 Completion of Acquisition of Disposition of Assets

On December 2, 2008, Icahn Enterprises L.P. ("Icahn Enterprises") acquired 24,491,924 shares of Federal-Mogul Corporation ("Federal-Mogul") common stock (the "Federal-Mogul Shares") from Thornwood Associates Limited Partnership ("Thornwood") pursuant to a Contribution and Exchange Agreement (the "Contribution and Exchange Agreement"), among Icahn Enterprises, Thornwood and Barberry Corp ("Barberry"). As a result of the transaction, Icahn Enterprises beneficially owns 75.69% of the total issued and outstanding Federal-Mogul Shares. In consideration of the acquisition of the additional Federal-Mogul Shares, Icahn Enterprises issued to Thornwood 4,286,087 fully paid and non-assessable depositary units representing limited partnership interests in Icahn Enterprises (the "Depositary Units"). The transaction was approved by a special committee of independent directors of Icahn Enterprises G.P., Inc., the general partner of Icahn Enterprises and Icahn Enterprises Holdings L.P. The special committee was advised by its own legal counsel and independent financial advisor with respect to the transaction. The special committee received an opinion from its financial adviser as to the fairness to Icahn Enterprises, from a financial point of view, of the consideration paid. A copy of the Contribution and Exchange Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

As disclosed in Item 2.01, on December 2, 2008, pursuant to the Contribution and Exchange Agreement, Icahn Enterprises acquired 24,491,924 Federal-Mogul Shares from Thornwood. In consideration therefor, Icahn Enterprises has issued to Thornwood 4,286,087 fully paid and non-assessable Depositary Units.

The issuance of Depositary Units was completed through a private placement to Thornwood, an accredited investor (as such term is defined in Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act")), and is exempt from registration pursuant to Section 4(2) of the Securities Act. Icahn Enterprises has not engaged in any general solicitation or advertising with regard to this issuance and has not offered the Depositary Units to the public in connection with this issuance.