1034563--3/31/2008--ICAHN_ENTERPRISES_HOLDINGS

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Risks Relating to Our Structure Our general partner and its control person could exercise their influence over us to your detriment. We have engaged, and in the future may engage, in transactions with our affiliates. To service our indebtedness, we require a significant amount of cash. Our ability to maintain our current cash position or generate cash depends on many factors beyond our control. We are a holding company and depend on the businesses of our subsidiaries to satisfy our obligations. We or our subsidiaries may be able to incur substantially more debt. Our failure to comply with the covenants contained under any of our debt instruments, including the indentures governing the outstanding notes, including our failure as a result of events beyond our control, could result in an event of default which would materially and adversely affect our financial condition. We may be subject to the pension liabilities of our affiliates. We are subject to the risk of possibly becoming an investment company. We may become taxable as a corporation. If we discover significant deficiencies in our internal controls over financial reporting or at any recently acquired entity, it may adversely affect our ability to provide timely and reliable financial information and satisfy our reporting obligations under federal securities laws, which also could affect the market price of our depositary units or our ability to remain listed on the NYSE. Since we are a limited partnership, you may not be able to pursue legal claims against us in U.S. federal courts. Certain members of our management team may be involved in other business activities that may involve conflicts of interest. Risks Relating to Our Business The historical financial information for our investment management operations is not necessarily indicative of the future performance of our investment management operations. Poor performance of the Private Funds could cause a decline in our investment management operations revenue, may reduce or eliminate our incentive allocations for one or more periods, and may adversely affect AUM for the Private Funds. Successful execution of the Private Funds activist investment activities involves many risks, certain of which are outside of our control. The Private Funds may fail to realize any profits from their investment activities for a considerable period of time and we may lose some or all of the principal amount we invest in the Private Funds. This risk may be magnified due to concentration of investments and investments in undervalued securities. The use of leverage in investments by the Private Funds poses a significant degree of risk and enhances the possibility of significant loss in the value of the investments in the Private Funds. The possibility of increased regulatory focus could result in additional burdens on our investment management operations. Changes in tax law could adversely affect us. The investment management business is intensely competitive. The failure of Mr. Icahn to participate in the management of the Private Funds could have a material adverse effect on the Private Funds and on us. The Private Funds make investments in companies we do not control. The ability to hedge investments successfully is subject to numerous risks. We are subject to third-party litigation risks attributable to our investment management operations that could result in significant liabilities, which could adversely affect our results of operations, financial condition and liquidity. The Private Funds may invest in companies that are based outside of the United States, which may expose the Private Funds to additional risks not typically associated with investing in companies that are based in the United States. The Private Funds investments are subject to numerous additional risks. The principal markets served by our scrap metals operations are highly competitive. We may have difficulty competing with companies that have a lower cost structure than ours. Prices of commodities are volatile and markets are competitive. Increases in steel imports could adversely affect the demand for scrap metals domestically. A significant increase in the use of scrap metals alternatives by consumers of processed scrap metals could reduce demand for our products. The profitability of our scrap recycling operations depends, in part, on the availability of an adequate source of supply. Our scrap metals operations present significant risk of injury or death. Our scrap metals operations are subject to stringent regulations, particularly under applicable environmental laws. Our scrap metals operations may be subject to public opposition and adverse publicity that could delay or limit our scrap metals development and expansion. We may be unable to obtain adequate environmental insurance. Our investment in property development may be more costly than anticipated. We may be subject to environmental liability as an owner or operator of development and rental real estate. Pending legal proceedings may result in our ownership of WPI s common stock being reduced to less than 50%. A legal action in Delaware challenges the issuance to us of the preferred stock of WPI. Uncertainties arising from these proceedings may adversely affect WPI s operations and prospects and the value of our investment in it. We cannot assure you that WPI will be able to operate profitably. The loss of any of WPI s large customers could have an adverse effect on WPI s business. A portion of WPI s sales are derived from licensed designer brands. The loss of a significant license could have an adverse effect on WPI s business. A shortage of the principal raw materials WPI uses to manufacture its products could force WPI to pay more for those materials and, possibly, cause WPI to increase its prices, which could have an adverse effect on WPI s operations. The home fashion industry is highly competitive and WPI s success depends on its ability to compete effectively in the market. WPI has increased the percentage of its products that are made outside of the United States and is subject to additional risks relating to doing business overseas. WPI continues to restructure its operations but these efforts may not be successful. There has been consolidation of retailers of WPI s products that may reduce its profitability. The retail industry in the U.S. is highly competitive and subject to the various economic cycles of consumer demand. WPI is subject to the retailers demand for products as manifest by underlying consumer spending. WPI may incur adverse financial consequences if its retail store customers experience adverse financial results. WPI is subject to various federal, state and local environmental and health and safety laws and regulations. If it does not comply with these regulations, it may incur significant costs in the future to become compliant. We may not be able to identify suitable investments, and our investments may not result in favorable returns or may result in losses. Our investments may be subject to significant uncertainties.

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1034563--3/31/2008--ICAHN_ENTERPRISES_HOLDINGS_L.P.