SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ICAHN CARL C (Last) (First) (Middle) C/O ICAHN ASSOCIATES CORP. 767 FIFTH AVE., SUITE 4700 (Street) NEW YORK NY 10153 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol XO HOLDINGS INC [ XOHO.OB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) CHAIRMAN OF THE BOARD
	3. Date of Earliest Transaction (Month/Day/Year) 07/25/2008
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
9.5% Class C Perpetual Preferred Stock	07/25/2008		P		225,000(1)(2)(3)(4)(5)(6)	A	$1,000(1)(2)(3)(4)(5)(6)	225,000(1)(2)	I	please see footnotes(1)(2)(3)(4)(5)(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
7% Class B Convertible Preferred Stock	$1.5(1)(2)	07/25/2008		P		555,000(1)(2)		(1)(2)	(1)(2)	Common Stock	370,000,001	$1,000(1)(2)	555,000	I	please see footnotes(1)(2)(3)(4)(5)(6)

1. Name and Address of Reporting Person* ICAHN CARL C (Last) (First) (Middle) C/O ICAHN ASSOCIATES CORP. 767 FIFTH AVE., SUITE 4700 (Street) NEW YORK NY 10153 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) CHAIRMAN OF THE BOARD

1. Name and Address of Reporting Person* CARDIFF HOLDING LLC (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ACF INDUSTRIES HOLDING CORP (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HIGHCREST INVESTORS CORP (Last) (First) (Middle) C/O ICAHN ASSOCIATES CORP. 767 5TH AVENUE, SUITE 4700 (Street) NEW YORK NY 10153 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BUFFALO INVESTORS CORP (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* STARFIRE HOLDING CORP (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ARNOS CORP (Last) (First) (Middle) C/O AMERICAN CASINO & ENT PROP LLC FINANCE DEPT., 2000 LAS VEGAS BLVD S. (Street) LAS VEGAS NV 89104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BARBERRY CORP. (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Hopper Investments LLC (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HIGH RIVER LIMITED PARTNERSHIP (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On July 25, 2008, Arnos Corp. ("Arnos"), Barberry Corp. ("Barberry"), and High River Limited Partnership ("High River") purchased in a private placement 453,535, 40,496, and 60,969 shares, respectively, of 7% Class B Convertible Preferred Stock (the "Class B Stock") of XO Holdings, Inc. ("XO") at a purchase price of $1,000 per share and ACF Industries Holding Corp. ("ACF") purchased 225,000 shares of 9.5% Class C Perpetual Preferred Stock (the "Class C Stock") of XO at a purchase price of $1,000 per share. At any time following July 25, 2009 (subject to extension for up to 90 days), each share of Class B Stock is initially convertible, at the option of the holder, at $1.50 per share into 666.667 shares of Common Stock of XO. Each share of Class B stock votes on an as-converted basis with the Common Stock.

2. The shares of Class C Stock are not convertible into shares of Common Stock of XO, but each share of Class C Stock is entitled to 666.667 votes per share and votes with the Common Stock. There is no expiration date for the Class B stock. Approximately $450,758,015 of the aggregate purchase price for the Class B stock was paid for by the retirement of certain indebtedness of the Issuer held by Arnos, Barberry, and High River. Hopper may, by virtue of its ownership of 100% of the general partnership interest in High River, be deemed to beneficially own the securities as to which High River possesses direct beneficial ownership. Hopper disclaims beneficial ownership of such securities for all other purposes. Barberry may, by virtue of its ownership of 100% of the membership interest in Hopper, be deemed to beneficially own the securities as to which Hopper possesses indirect beneficial ownership.

3. Barberry disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Barberry, be deemed to beneficially own the securities as to which Barberry possesses direct or indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes. Unicorn may, by virtue of its ownership of 100% of the interest in Arnos, be deemed to beneficially own the securities as to which Arnos possesses direct beneficial ownership. Unicorn disclaims beneficial ownership of such securities for all other purposes. ACF Holding may, by virtue of its ownership of approximately 98% of the interest in Cardiff and 100% of the interest in Unicorn, be deemed to beneficially own the securities as to which Cardiff possesses direct beneficial ownership and Unicorn possesses indirect beneficial ownership.

4. ACF Holding disclaims beneficial ownership of such securities for all other purposes. Highcrest may, by virtue of its ownership of 100% of the interest in ACF Holding, be deemed to beneficially own the securities as to which ACF Holding possesses direct or indirect beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes. Buffalo may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership.

5. Starfire disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.

6. Please reference Form 4 filing dated July 29, 2008, filed separately by Mr. Icahn and Unicorn.

	CARL C. ICAHN	07/29/2008
	CARDIFF HOLDING LLC	07/29/2008
	ACF INDUSTRIES HOLDING CORP.	07/29/2008
	HIGHCREST INVESTORS CORP.	07/29/2008
	BUFFALO INVESTORS CORP.	07/29/2008
	STARFIRE HOLDING CORPORATION	07/29/2008
	ARNOS CORP.	07/29/2008
	BARBERRY CORP.	07/29/2008
	HOPPER INVESTMENTS LLC	07/29/2008
	HIGH RIVER LIMITED PARTNERSHIP	07/29/2008
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (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).
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