EXHIBIT (a)(5)(ii)



                               ICAHN MANAGEMENT LP

December 27, 2005

Fairmont Hotels & Resorts Inc.
Law Department,
Canadian Pacific Tower
Suite 1600
TD Centre, P.O. Box 40
Toronto, ON  M5K 1B7

To the Board of Directors of Fairmont Hotels & Resorts Inc.:

We have  reviewed  the Board's  Circular  pursuant to which it  recommended  the
rejection  of our take over bid and tender  offer.  While we  disagree  with the
Board's  decision  to reject the offer,  we are  pleased by the  decision of the
Board to  actively  explore  alternatives  to the  offer  and  that the  Special
Committee of the Board has  actually  begun a  transaction  process by providing
confidential  financial,  operating and other  relevant  information  concerning
Fairmont's business to interested third parties.

Like any other  interested  party,  we would like the ability to  participate in
this process and to conduct a due diligence  review of Fairmont's  business.  In
this  regard,  we note that the price and terms of our  current  offer are based
solely on  publicly  available  information  about  Fairmont  and  reflects  our
inability  to  conduct  a  due  diligence  review  prior  to  its  commencement.
Accordingly,  if we are able to conduct such a due diligence  review, we believe
that we may be in a  position  to make an  offer  for the  entire  company  at a
substantially increased price. Among other things such a review would reduce the
risk  of the  unknown.  We  continue  to  believe  that  Fairmont  is  currently
undervalued.

As the Board recognized in the Board's  Circular,  the Board's duty is to act in
the best  interests  of  Fairmont  and its  shareholders.  It is in the  Board's
interests  and  consistent  with its  fiduciary  duties to conduct a competitive
process and deliver the maximum value to shareholders.  This cannot occur unless
we are also permitted to participate in the process which you have established.

In  addition,  we note that the  Board's  Circular  indicates  that the  current
participants  in the  process  have  agreed to  confidentiality  and  standstill
agreements.  We  would  also  be  willing  to  enter  into a  customary  form of
confidentiality  agreement and a standstill  agreement  that would  restrict our
ability to purchase  shares other than in  connection  with our existing  offer.
Also, as we indicated previously,  we continue to be willing to discuss with you
extending the length of our existing offer to accommodate a sale process.





We look forward to working with you in accommodating our proposal.

Note  that the  foregoing  is not a  response  to the  Board's  Circular  in its
entirety  but merely a proposal  to  participate  in the current  process  being
conducted  by the  Special  Committee.  Accordingly,  we  reserve  all rights to
further respond to, and comment on, the Board's Circular.

Sincerely,


/s/ Carl C. Icahn

Carl C. Icahn