UNITED STATES
                                 SECURITIES AND EXCHANGE COMMISSION
                                              WASHINGTON, D.C. 20549


     DI VISION OF
CORPORATI ON FI NANCE


                                                                         July
08, 2019



  Carl C. Icahn
  Chairman
  Icahn Enterprises L.P.
  767 Fifth Avenue, 47th Floor
  New York, New York 10153

           Re:     Occidental Petroleum Corporation
                   PREC14A preliminary proxy statement filing made on Schedule
14A
                   Filed on June 26, 2019 by Barberry Corp. et al.
                   File No. 001-09210

  Dear Mr. Icahn,

         We have reviewed the above-captioned filing, as well as the
correspondence you sent
  dated July 3, 2019, and have the following additional comments. Some of our
comments may ask
  for additional information so that we may better understand the disclosure.

          Please respond to this letter by amending the filing and/or by
providing the requested
  information. After reviewing any amendment to the filing and any information
provided in response
  to these comments, we may have additional comments. If you do not believe our
comments apply to
  your facts and circumstances, and/or do not believe an amendment is
appropriate, please tell us why
  in a written response.

  Preliminary Proxy Statement filed on Schedule 14A

  1. We recognize that the instant solicitation is not asking security holders
to vote on any of the
     proposals delineated in the request solicitation statement, but noticed
that the type of
     proposals that might be presented would implicate Rule 14a-4(a)(3) if
introduced now.
     Given that only the Board is authorized to expand the number of directors
on the Board,
     Proposal 1E is invalid unless Proposal 3 is first approved by the
stockholders. Proposal 3
     sets forth amendments to the By-laws which would allow a majority of
stockholders to adopt
     a resolution to set the number of directors on the Board. Please reflect
Proposal 1E to reflect
     its dependence upon the successful passage of Proposal 3, or advise.

  2. Please revise the request solicitation statement to explain how nominees
will be determined
     to actually become a director if more director nominees are elected
pursuant to Proposals
     2A 2D than existing directors are removed pursuant to Proposals 1A 1D (and
either
     Proposal 1E or Proposal 3 is not approved), or advise us why no changes
are necessary.
 Carl C. Icahn
Icahn Enterprises L.P.
July 08, 2019
Page 2

3. Please revise the description of Proposal 4 to remove the implication that
the participants are
   seeking to mandate that the Board create a committee that will have its
membership partially
   determined via a by-law provision given that such a mandate, if Proposal 4
were to be
   construed as such and passed, may be interpreted as impermissibly infringing
upon the
   directors' substantive authority to manage the business and affairs of
Occidental under
   Sections 141(a) and 141(c)(2) of the DGCL, or advise.

4. Please revise the description of Proposal 5 to direct security holders to
the exact location(s)
   within Exhibit D that are the subject of the proposed change should a Record
Date be fixed.
   At present, no changes appear to have been made to the text of Article III,
Section 3 in
   Exhibit D, which exhibit appears to be using a since superseded edition of
the By-laws.

5. Please make similar revisions to Proposals 6 and 7 to reflect more exactly
where in Exhibit E
   changes have been made to reflect how the changes specified by the proposals
would appear
   in an amended charter. At present, Exhibit E does not distinguish between
which proposed
   changes are the subject of Proposal 6 and which are the subject of Proposal
7.

Annex B | Two Year Summary Table

6. Please reconcile the disclosure in footnote # 1 that indicates forward
contracts were executed
   on June 21, 2019 with the disclosure in the background section that
indicates forward
   contracts were executed on June 22, 2019.

Exhibit B-2

7. Please reconsider the reference in this exhibit to "proposals set forth in
full under `Plans for
   the Special Meeting'". No such section exists in the request solicitation
statement. Please
   revise or advise.

        We remind you that the participants are responsible for the accuracy
and adequacy of
    their disclosures, notwithstanding any review, comments, action or inaction
by the staff.

         You may contact me at (202) 551-3266 with any questions.


                                                              Sincerely,

                                                              /s/ Nicholas P.
Panos

                                                              Nicholas P. Panos
                                                              Senior Special
Counsel
                                                              Office of Mergers
& Acquisitions
 cc:    Andrew Langham, Esq.