UNITED STATES
                                  SECURITIES AND EXCHANGE COMMISSION
                                             WASHINGTON, D.C. 20549


     DIVISION OF
CORPORATION FINANCE


                                                              April 26, 2018

  By E-Mail
  Jesse Lynn, Esq.
  Icahn Capital LP
  767 Fifth Avenue, 47th Floor
  New York, New York 10153

          Re:      Xerox Corporation
                   PREC14A Filed on April 18, 2018
                   Soliciting Material filed pursuant to Rule 14a-12 on April
16 and 17, 2018
                   Filed by Carl C. Icahn, et al.
                   File No. 001-04471

  Dear Mr. Lynn:

         We have reviewed the filings listed above and have the following
comments. In some of
  our comments, we may ask you to provide us with information so we may better
understand your
  disclosure.

         Please respond to this letter by amending your filings, by providing
the requested
  information, or by advising us when you will provide the requested response.
If you do not
  believe our comments apply to your facts and circumstances or do not believe
an amendment is
  appropriate, please tell us why in your response.

         After reviewing any amendment to your filings and the information you
provide in
  response to these comments, we may have additional comments.

  Soliciting Material Filed Pursuant to Rule 14a-12 on April 16, 2018

  Exhibit 1

  Exhibit 99.3

      1. Each statement or assertion of opinion or belief must be clearly
characterized as such,
         and a reasonable factual basis must exist for each such opinion or
belief. Support for
         opinions or beliefs should be self-evident, disclosed in the proxy
statement or provided to
         the staff on a supplemental basis. Please provide support for the
following statement
         supplementally:

                On page 1 of the slide presentation entitled "Darwin Deason
Amended Complaints
                (Redacted)*" you state "[s]cores of documents remain improperly
withheld..."
 Jesse Lynn, Esq.
Icahn Capital LP
April 26, 2017
Page 2

Soliciting Material Filed Pursuant to Rule 14a-12 on April 17, 2018

Exhibits 1 and 2

   2. See our last comment above. In future filings, the following statements
or types of
      statements should be characterized as a belief, supported by facts, or
avoided:

           On page 1 of the letter to shareholders, you state "[b]oth the
substance of the
           proposed value-destroying transaction and the conflict-tainted
process..."

           On slide 3, you state "...fight publicly against the
self-interested, value-destroying
           entrenchment tactics..." and on slide 12 you state "never wanted to
pursue for their
           own selfish reasons."

           On slides 6 and 15, you state "...conflicted Xerox CEO, who betrayed
shareholders
           by `serving as a loyal agent of the acquirer'..."

   3. Disclosure on slide 11 states that "[t]his intentional deceit prevented
shareholders..."
      You must avoid issuing statements that directly or indirectly impugn the
character,
      integrity or personal reputation or make charges of illegal, improper or
immoral conduct
      without factual foundation. Please provide us with or disclose the
factual foundation for
      this statement. In this regard, note that the factual foundation for such
assertion must be
      reasonable. Refer to Rule 14a-9.

Preliminary Proxy Statement Filed on April 18, 2018

Participants in the Solicitation of Proxies, page 6

   4. To the extent not provided, please provide the information required by
Item 5(b)(1)(i),
      Item 5(b)(1)(ii), Item 5(b)(1)(ix), Item 5(b)(1)(x) and Item 5(b)(1)(xi)
of Schedule 14A
      for each participant and, where applicable, each participant's
associates.

Background to the Solicitation, page 10

   5. We note the disclosure in the Schedule 13D which states that "[t]he
Reporting Persons
      intend to have discussions with representatives of the Issuer's
management and board of
      directors relating to improving operational performance and pursuing
strategic
      alternatives, as well as the possibility of board representation." Please
expand your
      disclosure to include any other material contacts you had with Xerox,
both before and
      after the filing of the Schedule 13D, to provide all necessary context
for your interactions
      with Xerox. As an example only, we note from Icahn's open letter to Xerox
shareholders
      dated December 12, 2017 and filed as soliciting material on the same date
Mr. Icahn's
      assertion that: "the primary reason Xerox stock is up 30% year-to-date is
the Conduent
      spin-off that I spent over a year fighting for." However, there is no
disclosure detailing
 Jesse Lynn, Esq.
Icahn Capital LP
April 26, 2017
Page 3

       the discussions between Icahn and Xerox which prompted the announcement
of the spin-
       off on January 29, 2016.

   6. Disclosure on page 11 states that in late November 2017 Icahn learned
that certain
      members of the Board were advocating that the Company abruptly and
dramatically
      change course on a number of significant issues, which issues you later
discussed with
      Mr. Keegan and appear to have been a major factor in Mr. Christodoro's
resignation from
      the Board. Please expand your disclosure to describe what these abrupt
and dramatic
      changes were.

Proposal 1   Election of Directors, page 13

   7. Please elaborate upon the Nominees' intent to effect "positive change" at
the Company to
      discuss specific plans or intentions, to the extent known. To the extent
you do not have
      current plans or intentions, so state.

   8. Please disclose Mr. Christodoro's principal occupation or employment
following his
      departure from Icahn Capital LP in February 2017. Refer to Item 7(b) of
Schedule 14A
      and Item 401(e)(1) of Regulation S-K.

Cost and Method of Solicitation, page 22

   9. Disclosure on page 22 states that the solicitation of proxies will be
made by, among other
      people, certain employees of Icahn Enterprises and Deason. Please
describe the class or
      classes of employees to be so employed, and the manner and nature of
their employment
      for such purpose. Refer to Item 4(b)(2) of Schedule 14A.

Additional Information, page 23

   10. When referring security holders to information you have omitted in
reliance on Rule 14a-
       5(c), please either provide a general reference that certain omitted
information can be
       found in Xerox's proxy statement, or specifically state what information
you have
       omitted. For instance, we note that certain information regarding the
compensation that
       Mr. Christodoro received from Xerox as a director of the company has
been omitted from
       your proxy statement, but you have not referred security holders to this
information in
       Xerox's proxy statement.

   11. Disclosure on page 23 states that "[t]his information is expected to be
contained in
       Xerox's public filings." Please revise this statement to remove the
implication that you
       may omit information from your proxy statement as long as you refer
security holders to
       such omitted information in any of Xerox's public filings. Please note
that Rule 14a-5(c)
       only allows information contained in any other proxy soliciting material
which has been
       furnished to each person solicited in connection with the same meeting
or subject matter
       to be omitted from your proxy statement.
 Jesse Lynn, Esq.
Icahn Capital LP
April 26, 2017
Page 4

Form of Proxy

      12. Please clearly mark your form of proxy as preliminary. See Rule
14a-6(e)(1).

        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

        Please direct any questions to Bryan Hough, Attorney-Advisor, at (202)
551-8625 or me
at (202) 551-3263.

                                                             Sincerely,

                                                             /s/ Christina
Chalk

                                                             Christina Chalk
                                                             Senior Special
Counsel
                                                             Office of Mergers
and Acquisitions

cc:      Louie Pastor, Esq.
         Icahn Enterprises L.P.