**AMENDMENT
      NO 4.**





**TO
      THE**





**AMENDED
      AND RESTATED**





**AGREEMENT
      OF LIMITED PARTNERSHIP**





**OF**





**AMERICAN
      REAL ESTATE HOLDINGS LIMITED PARTNERSHIP**





THIS
      AMENDMENT NO 4. (the “Amendment”) to the Amended and Restated Agreement of
      Limited Partnership of American Real Estate Holdings Limited Partnership (the
      “Partnership”) dated as of May 21, 1987 (the “Partnership Agreement”) is made
      and entered into as of September 17, 2007. Capitalized terms used in this
      Amendment that are not otherwise herein defined are used as defined in the
      Partnership Agreement.





WHEREAS,
      the Board of Directors of the General Partner met and approved the name change
      of the Partnership to Icahn Enterprises Holdings L.P. on August 8,
      2007;





WHEREAS,
      Section 12.01(a) of the Partnership Agreement provides that the General Partner
      may, without consent or approval at any time of any Limited Partner, amend
      any
      provision of the Partnership Agreement to reflect a change in the name of the
      Partnership; and





WHEREAS,
      Section 12.01(f)(i) of the Partnership Agreement provides that the General
      Partner may, without consent or approval at any time of any Limited Partner,
      amend any provision of the Partnership Agreement to reflect a change that is
      of
      an inconsequential nature and does not adversely affect the Record Holders
      in
      any material respect.





NOW
      THEREFORE, in consideration of the mutual covenants and agreements of the
      parties herein contained and other good and valuable consideration, the receipt
      and sufficiency of which are hereby acknowledged, the parties agree as
      follows:





1. Amendments . (a)
      Section 2.02 of the Partnership Agreement is hereby amended and restated in
      its
      entirety as follows:





“2.02 Name
      of Partnership . The
      name under which the Partnership shall conduct its business is Icahn Enterprises
      Holdings L.P. Any references in this Agreement to ‘American Real Estate Holdings
      Limited Partnership’ shall be deemed to be to ‘Icahn Enterprises Holdings L.P.’
The business of the Partnership may be conducted under any other name deemed
      necessary or desirable by the General Partner, in its sole and absolute
      discretion. The General Partner promptly shall execute, file, and record any
      assumed or fictitious name certificates or other statements or certificates
      as
      are required by the laws of Delaware or any other state in which the Partnership
      transacts business. The General Partner, in its sole and absolute discretion,
      may change the name of the Partnership at any time and from time to
      time.”









(b)
      The
      definition of General Partner in Article I of the Partnership agreement is
      hereby amended and restated in its entirety to read as follows:





“ General
      Partner : Icahn
      Enterprises G.P. Inc., a Delaware corporation, or any successor appointed
      pursuant to Sections 9.03, 10.01 or 10.02 hereof, as the case may be. Any
      references in this Agreement to ‘American Property Investors, Inc.’ or ‘API’
shall be deemed to be to ‘Icahn Enterprises G.P. Inc.’ or ‘IEGP’, as
      appropriate.”





2. Agreement .  
Except as amended pursuant to this Amendment, the Partnership Agreement is
      ratified, adopted, approved and confirmed in all respects and remains in full
      force and effect.





3. Governing
      Law .
      Notwithstanding the place where this Amendment may be executed, all of the
      terms
      and provisions hereof shall be construed and governed by the substantive laws
      of
      the State of Delaware, without regard to the principles of conflict of
      laws.





4.
 
      This Amendment No. 4 shall become effective as of the date hereof upon execution
      by the General Partner.




IN
      WITNESS WHEREOF, the General Partner has executed this Amendment as of the
      date
      first written above.




GENERAL
                PARTNER
              
              Icahn
                Enterprises G.P. Inc.By:
            /s/ Andrew
                R. SkobeName:
                  Andrew R. Skobe
              Title:Interim Chief Financial Officer