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


     DIVISION OF
CORPORATION FINANCE


                                                                May 10, 2018

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

          Re:      Xerox Corporation
                   Soliciting Material filed pursuant to Rule 14a-12 on May 4
and 7, 2018
                   Filed by Carl C. Icahn, et al.
                   File No. 001-04471

  Dear Mr. Lynn:

          The Office of Mergers and Acquisitions has conducted a limited review
of the filings
  listed above. Please respond to this letter by revising 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 your responses and any amendment you may file in
response to these
  comments, we may have additional comments.

  Soliciting Material Filed Pursuant to Rule 14a-12 on May 4, 2018

  Exhibit 2

      1. You must avoid making statements that directly or indirectly impugn
the character,
         integrity or personal reputation of other persons or make charges of
illegal, improper or
         immoral conduct without factual foundation. Refer to Rule 14a-9.
Provide us
         supplementally, or disclose, the factual foundation for the statements
listed below. In this
         regard, note that the factual foundation for each such assertion must
be reasonable.

                Xerox Board commits additional intentional breaches of
fiduciary duties.

                Xerox Board is pursuing their own brazen self-interest.

      2. Disclosure states that "[o]ver the next few months, we intend to see
that "massively
         conflicted" Jeff Jacobson..." Similar disclosure can be found in your
soliciting material
         filed pursuant to Rule 14a-12 on May 7, 2018. Each statement or
assertion of opinion or
         belief must be clearly characterized as such, and a reasonable factual
basis must exist for
 Jesse Lynn, Esq.
Icahn Capital LP
May 10, 2018
Page 2

         each such opinion or belief. In future filings, statements such as
this should be
         characterized as a belief, supported by facts, or avoided.

Soliciting Material Filed Pursuant to Rule 14a-12 on May 7, 2018

Exhibit 1

      3. See comment 1 above. Provide us supplementally, or disclose, the
factual foundation for
         the following assertion: When referring to the Xerox Board, you state
that it entered into
         the deal with Fuji to further their own personal interests.

      4. See comment 2 above. In future filings, the following statement or
types of statements
         should be characterized as a belief, supported by facts, or avoided:
"This means that the
         lame duck board may no longer deny shareholders..."

        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.