<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>cvi031412ex1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
FOR IMMEDIATE RELEASE

             ICAHN ISSUES OPEN LETTER TO SHAREHOLDERS OF CVR ENERGY


CONTACT: SUSAN GORDON, (212) 702-4309

New  York,  New  York, March 14, 2012 - Carl C. Icahn today issued the following
open  letter  to  shareholders  of  CVR  Energy,  Inc.:

Dear CVR Shareholders,

     On March 12, a major news organization published commentary about my record
and  intentions  at your company which prompt me to respond directly to you. The
piece  was  so fraught with inflammatory rhetoric and reasons not to tender your
stock  that  I would not be surprised if it was written by a PR firm paid for by
CVR.  I  am  amazed  that  a  reputable media organization would publish it.

     The  article  implied  that  I "burned" other shareholders to achieve a 35%
return  in  2011,  a  charge that is outrageous and ill-informed. Let me set the
record  straight.  The returns I achieved in 2011 were by working assiduously to
increase the value of stocks like Biogen, Chesapeake Energy, Motorola, Take-Two,
Regeneron,  among  others,  which  led  to  gains of billions of dollars for ALL
shareholders,  not  just  my  firm.

     It  is a common charge that corporate activists like myself are only out to
line our own pockets, a charge invariably leveled by PR firms hired by companies
we target. The truth is, we almost invariably target companies where managements
have  repeatedly  failed to deliver. It is often only outside activists that can
force  them  to  change  direction  for the benefit of you, the shareholders.

     In  fact,  over  the last few years, our actions have led to an increase in
aggregate  market value of more than $55 billion for shareholders at well over a
dozen  companies  we  have targeted that had a market value of under $20 billion
when  we  first  invested.

     In  addition  to  those  mentioned above, these stocks include Genzyme, BEA
Systems, Lawson Software, Mentor Graphics, ImClone, Kerr-McGee, Fairmont Hotels,
Take-Two, Anadarko, Korea Tobacco and many others. Despite what certain PR firms
and  others  would have you believe, it is obvious that our activities have been
to  the  benefit  of ALL shareholders, not just us. I believe our activities are
positive  for  our  economy.

     In  this  regard I recommend an article in the Journal of Applied Corporate
Finance  entitled "Is Carl Icahn Good for Long-Term Investors?" which concluded,
among  other  things"a  significant  numberof  Icahn's  targets  ended  up being
acquired  or  taken  private  within  18  months  of his initial investment. The
shareholders  of  those companies earned abnormal returns of almost 25% from the
time  of  Icahn's initial investment through the sale of the company." I believe
that  as a result of our involvement, not only did all shareholders benefit, but
that  these  companies  became  more  productive  and  more  competitive.

     From  our  perspective  as long-term and highly successful investors in the
energy  sector,  we believe that the only way to release value at CVR is for the
company  to  be  sold  or  broken up at this time. With our tender offer, we are
offering  shareholders  a  win-win.  If  our  offer  is successful and our board
nominees  are  elected, we believe that a sale of the company in an open auction
process  is possible, thus giving shareholders an opportunity for greater profit
as  a  result  of  owning  the  contingent  value  right  embedded in our offer.

     But  even  if  we are unable to sell the company, you the shareholders will
still  have received $30 per share for a stock that closed at $26.78 on March 13
and  has  never  closed  above  our  offer.

     With  your support, our tender offer can be successful and we will have the
opportunity  to  demonstrate our value-creation abilities at CVR as we have done
many  times in the past. However, if less than 36% of the outstanding shares are
tendered  to  us  in  our  offer  on  March  23,  we  will  respect the views of
shareholders  and  move  on  to  pursue  other  opportunities.

Sincerely,

Carl C. Icahn


<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.
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