SCHEDULE 14A
                   Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934
                               (Amendment No. __)


Filed by the Registrant [ ]

Filed by a Party other than the Registrant [x]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
    14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to 240.14a-12

                                CVR ENERGY, INC.
                (Name of Registrant as Specified In Its Charter)

                               Icahn Partners LP
                         Icahn Partners Master Fund LP
                       Icahn Partners Master Fund II L.P.
                      Icahn Partners Master Fund III L.P.
                         High River Limited Partnership
                             Hopper Investments LLC
                                 Barberry Corp.
                                Icahn Onshore LP
                               Icahn Offshore LP
                               Icahn Capital L.P.
                                   IPH GP LLC
                        Icahn Enterprises Holdings L.P.
                          Icahn Enterprises G.P. Inc.
                                 Beckton Corp.
                                 Carl C. Icahn
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.

     1) Title of each class of securities to which transaction applies:

     2) Aggregate number of securities to which transaction applies:

     3) Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
        filing fee is calculated and state how it was determined):

     4) Proposed maximum aggregate value of transaction:

     5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
    0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
    or the Form or Schedule and the date of its filing.

     1) Amount Previously Paid:

     2) Form, Schedule or Registration Statement No.:

     3) Filing Party:

     4) Date Filed:



On  March  14, 2012, Carl C. Icahn and affiliated entities filed an amendment to
their  Schedule  TO  (which  also  amended  their  Schedule 13D) relating to CVR
Energy,  Inc.,  a  copy  of  which  is  filed  herewith  as  Exhibit  1.


SECURITY  HOLDERS  ARE  ADVISED  TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED  TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN AND HIS AFFILIATES FROM
THE  STOCKHOLDERS  OF  CVR  ENERGY, INC. FOR USE AT ITS 2012 ANNUAL MEETING WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING
INFORMATION  RELATING  TO  THE  PARTICIPANTS  IN  SUCH  PROXY SOLICITATION. WHEN
COMPLETED,  A  DEFINITIVE  PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO
STOCKHOLDERS  OF CVR ENERGY, INC. AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE
SECURITIES  AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION
RELATING  TO  THE PARTICIPANTS IN A PROXY SOLICITATION IS CONTAINED IN EXHIBIT 1
TO  THE  SCHEDULE  13D  FILED  WITH  THE  SECURITIES  AND EXCHANGE COMMISSION ON
FEBRUARY  16,  2012.






                                                                       EXHIBIT 1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE TO/A
    (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 2)

                                CVR ENERGY, INC.
                       (NAME OF SUBJECT COMPANY (ISSUER))

                                 IEP Energy LLC
                               Icahn Partners LP
                         Icahn Partners Master Fund LP
                       Icahn Partners Master Fund II L.P.
                      Icahn Partners Master Fund III L.P.
                         High River Limited Partnership
                             Hopper Investments LLC
                                 Barberry Corp.
                                Icahn Onshore LP
                               Icahn Offshore LP
                               Icahn Capital L.P.
                                   IPH GP LLC
                        Icahn Enterprises Holdings L.P.
                          Icahn Enterprises G.P. Inc.
                                 Beckton Corp.
                                 Carl C. Icahn
                           (NAMES OF FILING PERSONS)*

                         COMMON STOCK, PAR VALUE $0.01
                         (TITLE OF CLASS OF SECURITIES)

                                   12662P108
                     (CUSIP NUMBER OF CLASS OF SECURITIES)

                            KEITH L. SCHAITKIN, ESQ.
                                GENERAL COUNSEL
                                ICAHN CAPITAL LP
                          767 FIFTH AVENUE, 47TH FLOOR
                            NEW YORK, NEW YORK 10153
                                 (212) 702-4380
  (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
                AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)


                           CALCULATION OF FILING FEE

TRANSACTION VALUATION:                                     AMOUNT OF FILING FEE:
$2,219,678,130*                                            $254,375.11**

*    Calculated  solely  for  purposes  of  determining  the  filing  fee.  The
     transaction  value  was  calculated as follows: 73,989,271 shares of common
     stock  of the Issuer multiplied by $30 per share. The number of shares used
     in  the  transaction  value  calculation  is based on the 86,573,498 shares
     stated to be issued and outstanding according to the Issuer in its Form 10Q
     filed  with  the  Securities  and Exchange Commission on November 7, 20111,
     less  12,584,227 shares beneficially owned, as of February 22, 2012, by the
     Offeror  and  its  affiliates.

**   The  amount  of  the filing fee was calculated in accordance with Rule 0-11
     of  the  Securities Exchange Act of 1934, as amended, and Fee Rate Advisory
     #3  for  fiscal  year  2012,  issued September 29, 2011, by multiplying the
     transaction  value  by  0.0001146.

/x/  Check  the  box  if  any  part  of  the  fee  is offset as provided by Rule
     0-11(a)(2)  and  identify  the  filing  with  which  the offsetting fee was
     previously  paid.  Identify  the  previous filing by registration statement
     number,  or  the  Form  or  Schedule  and  the  date  of  its  filing.


Amount previously paid: $254,375.11             Filing Party: Icahn Enterprises
                                                                Holdings LP

Form or registration no.: Schedule TO-T         Date Filed: February 23, 2012

/ /  Check  the  box  if the filing relates solely to preliminary communications
     made  before  the  commencement  of  a  tender  offer.



Check  the  appropriate  boxes  below to designate any transactions to which the
statement  relates:

/x/  third party tender offer subject to Rule 14d-1
/ /  going-private transaction subject to Rule 13e-3
/ /  issuer tender offer subject to Rule 13e-4
/x/  amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results
of the tender offer:  / /




                     COMBINED SCHEDULE TO AND SCHEDULE 13D

     * Introductory Note: IEP Energy LLC and Icahn Enterprises Holdings L.P. are
co-bidders  for  all  purposes  in  the  Offer. IEP Energy LLC is a wholly-owned
subsidiary  of  Icahn  Enterprises  Holdings  L.P.

     This  Amendment  No. 2 amends and supplements the Tender Offer Statement on
Schedule  TO  filed  on  February 23, 2012 (as previously amended, the "Schedule
TO")  relating  to  the  offer  by  IEP Energy LLC, a Delaware limited liability
company  ("IEP  Energy") and Icahn Enterprises Holdings L.P., a Delaware limited
partnership  ("Icahn  Enterprises  Holdings",  and together with IEP Energy, the
"Offeror"),  to  purchase  for  cash all of the issued and outstanding shares of
common  stock,  par  value  $0.01  per share (the "Common Stock") of CVR Energy,
Inc.,  a  Delaware  corporation  ("CVR"), including the associated rights issued
pursuant  to the Rights Agreement, dated as of January 13, 2012, between CVR and
American  Stock  Transfer & Trust Company, LLC, as Rights Agent, that are issued
and outstanding (the "Rights", and together with the Common Stock, the "Shares")
at  a  price  of  $30.00  per  Share,  without  interest  and  less any required
withholding  taxes,  plus  one nontransferable contingent cash payment right for
each  Share.  Both  IEP Energy and Icahn Enterprises Holdings are co-bidders for
all  purposes  in  the  Offer.  Capitalized  terms used herein and not otherwise
defined  have  the  respective  meanings  ascribed  in  the  Schedule  TO.

     The  Offer is subject to the terms and conditions set forth in the Offer to
Purchase,  dated  February  23,  2012  (the  "Offer  to Purchase"). The Offer to
Purchase,  the  related  Letter of Transmittal (the "Letter of Transmittal") and
Notice  of  Guaranteed Delivery, copies of which are attached hereto as Exhibits
(a)(1)(i),  (a)(1)(ii)  and  (a)(1)(iii),  respectively, constitute the "Offer".

     As  permitted  by General Instruction F to Schedule TO, the information set
forth  in the entire Offer to Purchase, the Letter of Transmittal and the Notice
of  Guaranteed  Delivery,  including  all  appendices,  schedules,  exhibits and
annexes  thereto,  is  hereby expressly incorporated by reference in response to
Items  1  through  11 of this Schedule TO and is supplemented by the information
specifically  provided  herein.

     As  permitted  by General Instruction G to Schedule TO, this Schedule TO is
also  an  amendment  to the joint statement on Schedule 13D filed on January 13,
2012,  as  amended,  by Icahn Enterprises Holdings, Icahn Partners LP, a limited
partnership  governed  by the laws of Delaware, Icahn Partners Master Fund LP, a
limited  partnership  governed by the laws of the Cayman Islands, Icahn Partners
Master  Fund  II  LP,  a  limited partnership governed by the laws of the Cayman
Islands,  Icahn  Partners  Master Fund III LP, a limited partnership governed by
the  laws  of  the  Cayman  Islands,  High  River Limited Partnership, a limited
partnership  governed by the laws of Delaware, Hopper Investments LLC, a limited
liability  company  governed  by  the  laws  of  Delaware,  Barberry  Corp.,  a
corporation  governed  by  the  laws  of  Delaware,  Icahn Onshore LP, a limited
partnership  governed  by  the  laws  of  Delaware, Icahn Offshore LP, a limited
partnership  governed  by  the  laws  of  Delaware,  Icahn Capital LP, a limited
partnership  governed  by  the laws of Delaware, IPH GP LLC, a limited liability
company  governed  by  the  laws of Delaware, Icahn Enterprises Holdings L.P., a
limited  partnership  governed  by  the laws of Delaware, Icahn Enterprises G.P.
Inc.,  a  corporation  governed  by  the  laws  of  Delaware,  Beckton  Corp., a
corporation  governed  by the laws of Delaware, and Carl C. Icahn (collectively,
the  "Icahn  Entities").

ITEMS 1-11.

     Items  1  through 11 of the Schedule TO are hereby amended and supplemented
by  the  addition  of  the  following:

     On  March  14,  2012,  the  Offeror  issued a press release relating to the
Offer.  A copy of this press release is filed herewith as Exhibit (a)(5)(iv) and
incorporated  herein  by  reference.

ITEM 12. EXHIBITS

Exhibit          Description
-------          -----------
(a)(5)(iv)       Press Release issued by the Offeror, dated March 14, 2012.



                                   SIGNATURES

     After  due  inquiry  and  to the best of my knowledge and belief, I certify
that  the information set forth in this statement is true, complete and correct.

                                            ICAHN PARTNERS LP


                                            By:  /s/ EDWARD MATTNER
                                                 ------------------
                                                 Name:  EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            ICAHN PARTNERS MASTER FUND LP


                                            By:  /s/ EDWARD MATTNER
                                                 ------------------
                                                 Name:  EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            ICAHN PARTNERS MASTER FUND II LP


                                            By:  /s/ EDWARD MATTNER
                                                 ------------------
                                                 Name:  EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            ICAHN PARTNERS MASTER FUND III LP


                                            By:  /s/ EDWARD MATTNER
                                                 ------------------
                                                 Name:  EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            HIGH RIVER LIMITED PARTNERSHIP
                                              BY:  HOPPER INVESTMENTS LLC, ITS
                                                   GENERAL PARTNER
                                              BY:  BARBERRY CORP., ITS SOLE
                                                   MEMBER


                                              By:  /s/ EDWARD MATTNER
                                                   ------------------
                                                   Name:  EDWARD MATTNER
                                                   Title: AUTHORIZED SIGNATORY


                                            HOPPER INVESTMENTS LLC
                                              BY:  BARBERRY CORP., ITS SOLE
                                                   MEMBER


                                              By:  /s/ EDWARD MATTNER
                                                   ------------------
                                                   Name:  EDWARD MATTNER
                                                   Title: AUTHORIZED SIGNATORY


                                            BARBERRY CORP.


                                            By:  /s/ EDWARD MATTNER
                                                 ------------------
                                                 Name:  EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            ICAHN ONSHORE LP


                                            By:  /s/ EDWARD MATTNER
                                                 ------------------
                                                 Name:  EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY









                                            ICAHN OFFSHORE LP


                                            By:  /s/ EDWARD MATTNER
                                                 ------------------
                                                 Name:  EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            ICAHN CAPITAL LP


                                            By:  /s/ EDWARD MATTNER
                                                 ------------------
                                                 Name:  EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            IPH GP LLC


                                            By:  /s/ EDWARD MATTNER
                                                 ------------------
                                                 Name:  EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            ICAHN ENTERPRISES HOLDINGS L.P.
                                            BY:  ICAHN ENTERPRISES G.P. INC.,
                                                 ITS GENERAL PARTNER


                                            By:  /s/ DOMINICK RAGONE
                                                 -------------------
                                                 Name:  DOMINICK RAGONE
                                                 Title: CHIEF FINANCIAL OFFICER


                                            IEP ENERGY LLC
                                            BY:  ICAHN ENTERPRISES HOLDINGS
                                                 L.P., ITS SOLE MEMBER
                                            BY:  ICAHN ENTERPRISES G.P. INC.,
                                                 ITS GENERAL PARTNER


                                            By:  /s/ DOMINICK RAGONE
                                                 -------------------
                                                 Name:  DOMINICK RAGONE
                                                 Title: CHIEF FINANCIAL OFFICER

                                            ICAHN ENTERPRISES G.P. INC.


                                            By:  /s/ DOMINICK RAGONE
                                                 -------------------
                                                 Name:  DOMINICK RAGONE
                                                 Title:  CHIEF FINANCIAL OFFICER


                                            BECKTON CORP.


                                            By:  /s/ EDWARD MATTNER
                                                 ------------------
                                                 Name:  EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            /s/ CARL C. ICAHN
                                            -----------------
                                            Name:  CARL C. ICAHN

Date: March 14, 2012



                                 EXHIBIT INDEX

EXHIBIT NO.     DESCRIPTION
-----------     -----------
(a)(1)(i)       Offer to Purchase, dated February 23, 2012*

(a)(1)(ii)      Letter of Transmittal (including Guidelines for Certification of
                Taxpayer Identification Number)*

(a)(1)(iii)     Notice of Guaranteed Delivery*

(a)(1)(iv)      Letter to Brokers, Dealers, Commercial Banks, Trust Companies
                and Other Nominees*

(a)(1)(v)       Letter to Clients*

(a)(5)(i)       Summary Advertisement as published in the New York Times, by the
                Offeror, on February 23, 2012*

(a)(5)(ii)      Press Release of the Offeror, dated February 16, 2012
                (incorporated by reference to Exhibit 1 to the Schedule TO-C
                filed by the Offeror with the Securities and Exchange Commission
                on February 17, 2012)*

(a)(5)(iii)     Press Release of the Offeror, dated March 9, 2012 (incorporated
                by reference to Exhibit 1 to Amendment No. 1 to Schedule TO-C
                filed by the Offeror with the Securities and Exchange Commission
                on March 9, 2012)*

(a)(5)(iv)      Press Release of the Offeror, dated March 14, 2012 (filed
                herewith)

(b)             None.

(d)             None.

(g)             None.

(h)             None.
_____________________
*  Previously Filed