Icahn Carl C Et Al SC TOT Third party tender offer statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO

TENDER OFFER STATEMENT UNDER RULE 14(d)(1) or 13(e)(1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934

FAIRMONT HOTELS AND RESORTS INC.

(Name of Subject Company (Issuer))

ICAHN PARTNERS LP
ICAHN PARTNERS MASTER FUND LP
ICAHN OFFSHORE LP
CCI OFFSHORE CORP.
ICAHN ONSHORE LP
CCI ONSHORE CORP.
CARL C. ICAHN

(Name of Filing Person (Offerors))

Common Shares

(Title of Class of Securities)

305204109

(CUSIP Number of Class of Securities)

Keith L. Schaitkin, Esq.
Associate General Counsel
Icahn Associates Corp. and Affiliated Companies
767 Fifth Avenue, 47^th Floor
New York, New York 10153
(212) 702-4329

(Name, address (including zip code) and telephone number (including area code) of person(s) authorized to receive notices and communications on behalf of filing person)

CALCULATION OF FILING FEE


Transaction Valuation⁽¹⁾		Amount of Filing Fee⁽²⁾
US$1,185,936,000		US$126,895.15


⁽¹⁾		Estimated solely for the purpose of calculating the fee in accordance with the Rule 0-11 of the Securities Exchange Act of 1934.

⁽²⁾		The amount of the fee is based upon the product of 29,648,400 Fairrmont common shares and a price of US$40.00 per share.

Check 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:		Form or Registration No.:
Filing Party:		Date Filed:

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:

þ third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3

þ 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:o

TABLE OF CONTENTS


	Item 12. Exhibits
	Item 13. Information Required by Schedule 13E-3
SIGNATURES
EXHIBIT INDEX
EX-99.A.1.I: OFFER TO PURCHASE AND CIRCULAR
EX-99.A.1.II: LETTER OF ACCEPTANCE AND TRANSMITTAL
EX-99.A.1.III: NOTICE OF GUARANTEED DELIVERY
EX-99.A.1.IV: LETTER TO BROKERS
EX-99.A.1.V: LETTER TO CLIENTS
EX-99.A.5.I: SUMMARY ADVERTISEMENT
EX-99.H.1.I: OPINION OF OSLER, HOSKIN & HARCOURT LLP
EX-99.H.1.II: OPINION OF OSLER, HOSKIN & HARCOURT LLP

COMBINED SCHEDULE TO AND SCHEDULE 13D

This Schedule TO is being filed on behalf of 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 Offshore LP, a limited partnership governed by the laws of Delaware, CCI Offshore Corp., a corporation governed by the laws of Delaware, Icahn Onshore LP, a limited partnership governed by the laws of Delaware, CCI Onshore Corp. a corporation governed by the laws of Delaware and Carl C. Icahn (collectively the “Offeror”) relating to the offer by the Offeror to purchase (i) up to 29,648,400 common shares (the “Fairmont Shares”) of Fairmont Hotels and Resorts Inc. (“Fairmont”); and (ii) the associated rights (the “Rights”) issued under the Fairmont Rights Plan (together with the Fairmont Shares, the “Shares”), at a price of US$40.00 per Share. The offer by the Offeror is only to purchase the Shares and is not made for any options, warrants or other rights to acquire Shares (other than the Rights).

The offer is subject to the terms and conditions set forth in the Offer to Purchase and Circular dated December 9, 2005 (the “Offer and Circular”). The Offer and Circular and the related Letter of Acceptance and 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), constitute the “Offer”.

As permitted by General Instruction F to Schedule TO, the information set forth in the entire Offer and Circular, 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.

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 October 28, 2005 by the Offeror, as amended by the Offeror’s Schedule TO-C filed on December 2, 2005.

CUSIP No. 305204109

1		NAME OF REPORTING PERSON Icahn Partners Master Fund LP

		S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)o (b)o

3		SEC USE ONLY

4		SOURCE OF FUNDS* WC

5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) þ

6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands