[LETTERHEAD
OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP]
November 4,
2008
VIA EDGAR
AND FEDERAL EXPRESS
United
States Securities and Exchange Commission
Division
of Corporation Finance
100 F
Street, NE
Mail Stop
3561
Washington,
D.C. 20549
Attn: H.
Roger Schwall
Carmen Moncada-Terry
Re: CVR
Energy, Inc.
Registration Statement on Form S-1
(File No. 333-151786)
Request for Withdrawal
Ladies
and Gentlemen:
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, as amended (the
“Securities Act”), we, on behalf of CVR Energy, Inc. (the “Registrant”), hereby
request that the Securities and Exchange Commission (the “Commission”) consent
to the withdrawal, effective as of the date hereof, of Registration Statement
File No. 333-151786 and all exhibits thereto (the “Registration
Statement”).
The
Registrant requests withdrawal of the Registration Statement because it has
determined not to proceed with the public offering of convertible notes
contemplated by the Registration Statement due to the
Registrant’s decreased requirements for operating capital because of the
falling price of crude oil. The Registrant did not print or
distribute any preliminary prospectuses, or actively offer for sale or sell any
securities under the Registration Statement. In accordance with Rule
477(c) under the Securities Act, the Registrant advises that it may undertake a
subsequent private offering of securities in reliance upon Rule 155(c) under the
Securities Act. The Registrant requests that, in accordance with Rule
457(p) under the Securities Act, all fees paid to the Commission in connection
with the filing of the Registration Statement be credited for future
use.
Please
provide a copy of the order granting withdrawal of the Registration Statement to
the undersigned by facsimile at (212) 859-4000. If you have any
questions or require further information or documentation, please do not
hesitate to contact me at (212) 859-8735.
Very
truly yours,
/s/
Michael A. Levitt
Michael
A. Levitt
cc: John
J. Lipinski, Chief Executive Officer