<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>cvi030912pressrelease.txt
<TEXT>

FOR IMMEDIATE RELEASE

             ICAHN ISSUES OPEN LETTER TO SHAREHOLDERS OF CVR ENERGY


CONTACT: SUSAN GORDON, (212) 702-4309

New  York,  New  York,  March 9, 2012 - Carl C. Icahn today issued the following
open  letter  to  shareholders  of  CVR  Energy,  Inc.:


Dear Fellow Shareholders:

In  a recent letter to shareholders, CVR Energy made a number of statements that
I  consider  disingenuous  and misleading. BUT NO AMOUNT OF RHETORIC can obscure
the  simple  fact that I have made a tender offer at $30 (the stock is currently
trading  at  $26).  Tendering shareholders will also receive a "contingent value
right"  that  will give them any profit I make on their shares if the Company is
sold  in  a  transaction agreed to within 9 months following the consummation of
the tender. I think my offer is a win-win for shareholders and I stand ready and
willing  to  consummate  the  offer  on  its  terms.

Although  the potential strategic buyers we have spoken with are not prepared to
make  an  acquisition of the Company at this time, if we win this proxy contest,
our  director  nominees  intend  to  conduct a full and open process to sell the
Company. I am a firm believer that such a process often brings forth bidders who
might  not  otherwise  become  involved in a hostile situation, and I am hopeful
that  a  sale  could  be  accomplished  through  such  a  process.

As  is  the  case  with  all  my  tender  offers,  the final choice is up to the
shareholders. The offer is not subject to financing or due diligence conditions.
The  offer is subject to my receiving tenders of at least 36% of the outstanding
stock from the shareholders (which, when added to my current position, will give
me 51% of the company). If and when this stock is tendered, I will continue with
the  proxy  fight  and  extend  the tender offer. When I win the proxy fight, my
slate  of  directors  intend  to  remove  the  poison  pill,  the  offer will be
consummated,  and  shareholders  will  be  paid  $30 per share and receive their
"contingent  value  rights".  I  hope and believe that I will receive tenders of
over  36%  of  the outstanding stock by March 23rd. However, if I do not receive
36%, I will respect the wishes of shareholders, drop the proxy fight and move on
to  other  endeavors.

Sincerely,

Carl Icahn


************
HOLDERS  OF  COMMON  STOCK SHOULD BE AWARE THAT THE OFFER MAY ONLY RESULT IN $30
PER  SHARE,  AS  THE  CONTINGENT  CASH  PAYMENT  RIGHT  MAY  EXPIRE  WORTHLESS.
FURTHERMORE,  HOLDERS  OF COMMON STOCK SHOULD BE AWARE THAT THE OFFER PRICE WILL
BE REDUCED BY THE AMOUNT OF ANY SPECIAL DIVIDENDS PAID BY THE COMPANY, INCLUDING
ANY SPECIAL DIVIDEND FUNDED BY THE SALE OF UNITS OF CVR PARTNERS AS CONTEMPLATED
IN  THE  REGISTRATION  STATEMENT  FILED  ON MARCH 6, 2012. THE OFFEROR WOULD NOT
CONSIDER  THIS  CONTEMPLATED  SPECIAL  DIVIDEND,  OR  THE  SALE  OF UNITS IN CVR
PARTNERS  THAT  WAS  ANNOUNCED ON MARCH 6TH, TO BE A TRIGGER OF CONDITION (J) TO
THE  OFFER,  WHICH  IS  STATED  ON  PAGE  31  OF  THE  OFFER  TO  PURCHASE.
*************

<PAGE>


NOTICE  TO  INVESTORS:

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN
OFFER  TO  PURCHASE  NOR  A  SOLICITATION  FOR  ACCEPTANCE  OF  THE TENDER OFFER
DESCRIBED  ABOVE. THE OFFER IS BEING MADE ONLY PURSUANT TO THE OFFER TO PURCHASE
DATED  FEBRUARY 23, 2012 AND RELATED DOCUMENTS THAT CARL C. ICAHN AND CERTAIN OF
HIS  AFFILIATES  DISTRIBUTED  TO HOLDERS OF COMMON STOCK OF CVR ENERGY, INC. AND
FILED  WITH  THE SECURITIES AND EXCHANGE COMMISSION ("SEC") AS EXHIBITS TO THEIR
SCHEDULE TO. HOLDERS OF COMMON STOCK SHOULD READ CAREFULLY THE OFFER TO PURCHASE
AND  RELATED DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE
VARIOUS  TERMS  OF,  AND  CONDITIONS  TO, THE OFFER. HOLDERS OF COMMON STOCK MAY
OBTAIN A FREE COPY OF THE SCHEDULE TO, THE OFFER TO PURCHASE AND OTHER DOCUMENTS
FROM  THE  SEC  AT  THE  SEC'S  WEB  SITE  AT  WWW.SEC.GOV.

SECURITY  HOLDERS  ARE  ADVISED  TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED  TO  THE  SOLICITATION  OF  PROXIES BY CARL C. ICAHN, HIGH RIVER LIMITED
PARTNERSHIP,  HOPPER  INVESTMENTS  LLC, BARBERRY CORP., ICAHN PARTNERS LP, ICAHN
PARTNERS  MASTER  FUND  LP,  ICAHN  PARTNERS MASTER FUND II L.P., ICAHN PARTNERS
MASTER  FUND  III  L.P., ICAHN ENTERPRISES G.P. INC., ICAHN ENTERPRISES HOLDINGS
L.P.,  IPH  GP  LLC,  ICAHN  CAPITAL  L.P., ICAHN ONSHORE LP, ICAHN OFFSHORE LP,
BECKTON  CORP.  AND CERTAIN OF THEIR RESPECTIVE 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.
</TEXT>
</DOCUMENT>
