SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Coffeyville Acquisition II LLC (Last) (First) (Middle) 85 BROAD ST (Street) NEW YORK NY 10004 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/22/2007	3. Issuer Name and Ticker or Trading Symbol CVR ENERGY INC [ CVI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	31,433,360	I	See Footnotes(1)(2)(3)(4)(5)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Coffeyville Acquisition II LLC (Last) (First) (Middle) 85 BROAD ST (Street) NEW YORK NY 10004 (City) (State) (Zip)

1. Name and Address of Reporting Person* GOLDMAN SACHS MANAGEMENT GP GMBH (Last) (First) (Middle) MESSETURM 60308 FRANKFURT AM MAIN (Street) GERMANY 2M 00000 (City) (State) (Zip)

Explanation of Responses:

1. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GSCP V Advisors, L.L.C. ("GSCP Advisors"), GSCP V Offshore Advisors, L.L.C. ("GSCP Offshore Advisors"), GS Advisors V, L.L.C. ("GS Advisors"), Goldman, Sachs Management GP GmbH ("GS GmbH"), GS Capital Partners V Fund, L.P. ("GS Capital"), GS Capital Partners V Offshore Fund, L.P. ("GS Offshore"), GS Capital Partners V GmbH & Co. KG ("GS Germany"), GS Capital Partners V Institutional, L.P. ("GS Institutional" and, together with GS Capital, GS Offshore and GS Germany, the "Funds") and Coffeyville Acquisition II LLC ("CA II") (GS Group, Goldman Sachs, GSCP Advisors, GSCP Offshore Advisors, GS Advisors, GS GmbH, the Funds and CA II, collectively, the "Reporting Persons").

2. Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

3. The 31,433,360 shares of CVR Energy, Inc. (the "Company") common stock, par value $0.01 per share ("Common Stock") reported herein are beneficially owned directly by CA II. The Funds are members of CA II and own common units of CA II. At this time, the Funds' common units correspond to 31,125,918 shares of Common Stock. The common units of CA II that correspond to the balance of the Common Stock owned by CA II are held by certain officers and directors of the Company.

4. Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, all of the Common Stock owned directly by CA II through the Funds because (i) affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member of the Funds and (ii) the Funds control CA II and have the power to vote or dispose of the Common Stock owned by CA II. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Funds.

5. GS Capital and its general partner, GSCP Advisors, may be deemed to beneficially own indirectly 16,389,665 shares of Common Stock. GSCP Offshore and its general partner, GSCP Offshore Advisors, may be deemed to beneficially own indirectly 8,466,218 shares of Common Stock. GS Institutional and its general partner, GS Advisors, may be deemed to beneficially own indirectly 5,620,242 shares of Common Stock. GS Germany and its general partner, GS GmbH, may be deemed to beneficially own indirectly 649,793 shares of Common Stock.

6. The Reporting Persons disclaim beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	/s/ Yvette Kosic, Attorney-in-fact	10/22/2007
	/s/ Yvette Kosic, Attorney-in-fact	10/22/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                                POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS that COFFEYVILLE ACQUISITION II LLC (the
"Company")  does hereby make,  constitute and appoint each of Roger S. Begelman,
Yvette Kosic,  Andrea DeMar,  John M.  O'Rourke,  Felicia J. Rector,  Michael T.
Seeley,  and Kevin P.  Treanor,  (and any other  employee of The  Goldman  Sachs
Group,  Inc.  or one of  its  affiliates  designated  in  writing  by one of the
attorneys-in-fact),  acting  individually,  its true  and  lawful  attorney,  to
execute and deliver in its name and on its behalf  whether the Company is acting
individually or as representative of others,  any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended,  the
"Act"),  with respect to securities which may be deemed to be beneficially owned
by  the   Company   under  the  Act,   giving  and   granting   unto  each  said
attorney-in-fact  power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if  personally  present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of October 22, 2007.


COFFEYVILLE ACQUISITION II LLC



/s/ EDMUND S. GROSS
- ----------------------------------
Name:  Edmund S. Gross
Title: Vice President, General Counsel and Secretary


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                               POWER OF ATTORNEY


               KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS MANAGEMENT
          GP GMBH (the "Company") does hereby make,  constitute and appoint each
          of Roger S.  Begelman,  Yvette  Kosic,  John M.  O'Rourke,  Felicia J.
          Rector,  Michael T. Seeley,  and Stephen Wong, (and any other employee
          of The Goldman Sachs Group,  Inc. or one of its affiliates  designated
          in writing by one of the attorneys-in-fact),  acting individually, its
          true and lawful  attorney,  to execute  and deliver in its name and on
          its  behalf  whether  the  Company  is  acting   individually   or  as
          representative  of others,  any and all filings required to be made by
          the Company under the  Securities  Exchange Act of 1934,  (as amended,
          the  "Act"),  with  respect  to  securities  which may be deemed to be
          beneficially  owned by the Company under the Act,  giving and granting
          unto each said  attorney-in-fact  power  and  authority  to act in the
          premises as fully and to all intents and purposes as the Company might
          or  could  do  if  personally   present  by  one  of  its   authorized
          signatories,   hereby   ratifying   and   confirming   all  that  said
          attorney-in-fact  shall  lawfully  do or  cause  to be done by  virtue
          hereof.

               THIS  POWER OF  ATTORNEY  shall  remain in full  force and effect
          until either revoked in writing by the  undersigned or until such time
          as the person or persons to whom  power of  attorney  has been  hereby
          granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or
          one of its affiliates.

               IN WITNESS  WHEREOF,  the undersigned  has duly subscribed  these
          presents as of November 21, 2005.


          GOLDMAN, SACHS MANAGEMENT GP GMBH


          By: s/ John E. Bowman
             ---------------------------
          Name:  John E. Bowman
          Title: Managing Director


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