Form SC 13D/A Federal-Mogul Holdings Filed by: ICAHN CARL C

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

Federal-Mogul Holdings Corporation

(Name of Issuer)

Common Stock, Par Value $0.01

(Title of Class of Securities)

313549 404

(CUSIP Number)

Jesse A. Lynn, Esq.

General Counsel

Icahn Enterprises L.P.

767 Fifth Avenue, 47^th Floor

New York, New York 10153

(212) 702-4380

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

February 28, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d‑7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Item 1. Security and Issuer

The Schedule 13D filed with the Securities and Exchange Commission on January 7, 2008, as previously amended (the "Initial 13D"), by the Reporting Persons with respect to the shares of Common Stock, par value $0.01 (the "Shares"), issued by Federal-Mogul Holdings Corporation (the "Issuer"), is hereby further amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D.

Item 4. Purpose of Transaction

Item 4 of the Initial 13D is hereby amended by adding the following:

On February 28, 2016, Icahn Enterprises L.P. delivered a letter to the Issuer's board of directors regarding a potential acquisition of the remaining shares of the Issuer's common stock by Icahn Enterprises in a merger transaction. A copy of this letter is filed herewith as an exhibit and incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

1.	Letter from Icahn Enterprises L.P. to the Board of Directors of the Issuer.

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 29, 2016

IEH FM HOLDINGS LLC

By: Icahn Enterprises Holdings L.P., its sole member

By: Icahn Enterprises G.P. Inc., its general partner

Name: SungHwan Cho

Title: Chief Financial Officer

AMERICAN ENTERTAINMENT PROPERTIES CORP.

Name: SungHwan Cho

Title: Chief Financial Officer

ICAHN BUILDING LLC

By: Icahn Enterprises Holdings L.P., its sole member

By: Icahn Enterprises G.P. Inc., its general partner

Name: SungHwan Cho

Title: Chief Financial Officer

ICAHN ENTERPRISES HOLDINGS L.P.

By: Icahn Enterprises G.P. Inc., its general partner

Name: SungHwan Cho

Title: Chief Financial Officer

ICAHN ENTERPRISES G.P. INC.

Name: SungHwan Cho

Title: Chief Financial Officer

BECKTON CORP.

Name: Edward E. Mattner

Title: Authorized Signatory

/s/ Carl C. Icahn_____________

CARL C. ICAHN

[Signature Page of Amendment No. 10 to Schedule 13D – Federal-Mogul Holdings Corporation]

ICAHN ENTERPRISES L.P.

767 Fifth Avenue, 47th Floor

New York, New York 10153

 

                                                                                                     February 28, 2016

 

Board of Directors

Federal-Mogul Holdings Corporation

27300 West 11 Mile Road

Southfield, Michigan 48034

Gentlemen:

As you know, Icahn Enterprises L.P. owns approximately 82.0% of the outstanding shares of common stock of Federal-Mogul Holdings Corporation. We would like to discuss a potential acquisition of the remaining shares of Federal-Mogul common stock by Icahn Enterprises in a merger transaction pursuant to which Federal-Mogul shareholders would receive $7.00 per share in cash for their Federal-Mogul shares.

In addition to customary conditions, closing of this transaction would be subject to the following non-waivable conditions:

·

First, the transaction must be approved by a special committee of independent directors of Federal-Mogul (none of the members of which are affiliated with Icahn Enterprises or its affiliates) that has been empowered to freely select its own advisors and to reject the transaction definitively should that be its business judgment; and

·	Second, the transaction must be approved by an informed vote of the holders of a majority of the shares of common stock of Federal-Mogul held by shareholders who are not affiliated with Icahn Enterprises or its affiliates.

We will not move forward with the transaction unless both of these non-waivable conditions are satisfied. We look forward to hearing from you.

Very truly yours,

 

ICAHN ENTERPRISES L.P.

 

 

 

By:  ___________________________

        Name:  Keith Cozza

        Title:  Chief Executive Officer