[LETTERHEAD
OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP]
| June 18, 2008 | |||
VIA EDGAR
AND FEDERAL EXPRESS
United
States Securities and Exchange Commission
Division
of Corporation Finance
100 F
Street, NE
Mail Stop
3561
Washington,
D.C. 20549
Attn:
Susan Block
John
Stickel
Re: CVR
Partners, LP
Registration
Statement on Form S-1 (File No. 333-149423)
Request
for Withdrawal
Ladies
and Gentlemen:
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, as amended (the
“Securities Act”), we, on behalf of CVR Partners, LP (the “Registrant”), hereby
request that the Securities and Exchange Commission (the “Commission”) consent
to the withdrawal, effective as of the date hereof, of Registration Statement
File No. 333-149423, and all exhibits thereto (the “Registration
Statement”).
The
Registrant requests withdrawal of the Registration Statement because it has
determined not to proceed with the public offering contemplated by the
Registration Statement due to current market conditions for initial public
offerings by master limited partnerships. The Registrant did not
print or distribute any preliminary prospectuses, or actively offer for sale or
sell any securities under the Registration Statement. In accordance
with Rule 477(c) under the Securities Act, the Registrant advises that it may
undertake a subsequent private offering of securities in reliance upon Rule
155(c) under the Securities Act. The Registrant requests that, in
accordance with Rule 457(p) under the Securities Act, all fees paid to the
Commission in connection with the filing of the Registration Statement be
credited for future use.
If you
have any questions or require further information or documentation, please do
not hesitate to contact me at 212-859-8735.
| Very truly yours, | |||
| /s/ Michael A. Levitt | |||
| Michael A. Levitt | |||
cc: John
J. Lipinski, Chief Executive Officer