6-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2005

Fairmont Hotels & Resorts Inc.

(Translation of Registrant’s Name Into English)

Canadian Pacific Tower, Ste 1600,100 Wellington Street W., Toronto, Ontario M5K 1B7, Canada

(Address of Principal Executive Offices)

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

Form 20-F o Form 40-F x

(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

Yes oNo x

(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________.

This report furnished on Form 6-K shall be incorporated by reference into each of the Registration Statements under the Securities Act of 1933 of the registrant:

Form S-8 No.333-13960.

Page 1 of 2 Pages

Exhibits Index appears on Page 3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	FAIRMONT HOTELS & RESORTS INC. (Registrant)
Date: December 2, 2005	By:	/s/ Stuart M. Miller
		Name:Stuart M. Miller
		Title:Corporate Secretary

Exhibits Index

The following is a list of Exhibits included as part of this Report on Form 6-K.

Exhibit No.Description of Exhibits

99.1 Fairmont Hotels & Resorts Issues Statement

EX-99.1

 For immediate release  Exhibit 99.1

FAIRMONT HOTELS & RESORTS ISSUES STATEMENT

TORONTO, December 2, 2005 - Fairmont Hotels & Resorts Inc. ("Fairmont" or the “Company”) (TSX/NYSE: FHR) today acknowledged the announcement by Icahn Partners LP and Icahn Partners Master Fund LP, affiliates of Carl Icahn, of their intention to make a partial takeover bid for 51% of the outstanding common shares of the Company. These affiliates currently hold approximately 9.3% of the Company’s common shares.

Said William R. Fatt, Fairmont’s Chief Executive Officer, “The Board of Fairmont would strongly oppose any partial bid which is coercive by its very nature and does not treat all shareholders fairly and equally. A tender offer for shares that, were it successful, would give Mr. Icahn control of 51% of the Company without paying a takeover premium to all shareholders would be unacceptable. This proposed bid apparently will not comply with our Shareholder Rights Plan, which our shareholders have approved as the basis for a fair and appropriate bid process. If and when an actual takeover bid is commenced, Fairmont’s Board of Directors will make a formal recommendation to shareholders promptly.”

Continued Mr. Fatt, “Fairmont is a company with tremendous potential. There is ongoing growth in the value of our luxury brand, which is demonstrated through our proven ability to expand our collection of world-class hotels and resorts. We have previously stated publicly that Fairmont’s Board has been actively engaged in a process of reviewing prudent options for enhancing value for our shareholders.”

If any takeover bid or tender offer is commenced by Icahn Partners LP and Icahn Partners Master Fund LP or any affiliate thereof /entities affiliated with Carl Icahn, Fairmont shareholders are advised to read the Offer and Circular, and the Directors' Circular (which would include any recommendation by the Directors of Fairmont regarding such offer) and related documents which would be filed with the Canadian securities commissions and the United States Securities and Exchange Commission, as those documents will contain important information.  Shareholders may obtain free of charge a copy of this material (if and when it is available) at the Canadian SEDAR website at www.sedar.com and at the SEC's website at www.sec.gov.

About Fairmont Hotels & Resorts Inc.

Fairmont is a leading owner/operator of luxury hotels and resorts. Fairmont's managed portfolio consists of 88 luxury and first-class properties with approximately 33,000 guestrooms in the United States, Canada, Mexico, Bermuda, Barbados, United Kingdom, Monaco, Kenya and the United Arab Emirates as well as two vacation ownership properties managed by Fairmont Heritage Place. Fairmont owns Fairmont Hotels Inc., North America's largest luxury hotel management company, as measured by rooms under management, with 50 distinctive city center and resort hotels including The Fairmont San Francisco, The Fairmont Banff Springs and The Fairmont Scottsdale Princess. Fairmont also owns Delta Hotels, Canada's largest first-class hotel management company, which manages and franchises 38 city center and resort properties in Canada. In addition to hotel management, Fairmont holds real estate interests in 27 properties and an approximate 24% investment interest in Legacy Hotels Real Estate Investment Trust, which owns 24 properties. Fairmont owns FHP Management Company LLC, a private residence club management company that operates Fairmont Heritage Place, a vacation ownership business.

Investors

Emma Thompson

Fairmont Hotels & Resorts Inc.

Tel: 416.874.2485

Email: investor@fairmont.com

Website: www.fairmontinvestor.com

U.S. Media

Daniel Gagnier

Citigate Sard Verbinnen

Tel: 212.687.8080

Email: dgagnier@sardverb.com

Website: www.sardverb.com

Canadian Media

Bruce MacLellan

Environics Communications Inc.

Tel: 416.969.2727

Email: bmaclellan@environicspr.com

Website: www.environicspr.com