Billionaire Tilman Fertitta, the owner of the Houston Rockets and Golden Nugget Casino, is gearing up to make a second run at Caesars Entertainment — and he may get help from the company’s controlling shareholder, Carl Icahn, The Post has learned.

Caesars rebuffed Fertitta’s merger offer in November, sending the casino manager on a quest for cash partners to shore up his bid, sources said.

Four months later, Fertitta does not seem to have found a cash partner, but he’s planning another bid anyway, sources told The Post.

What’s changed is the number of the shares that Fertitta — or any other strategic buyer — would need to purchase thanks to Icahn’s desire for a strategic partner combined with his newfound sway over the company.

The billionaire investor has been buying up shares in the nation’s largest casino chain for months — and now owns a whopping 28.5 percent stake including swaps, said a source with knowledge of Icahn’s buying.

Icahn also is poised to control four of eight board seats.

That development would be important because the 83-year-old won’t sell his shares if he feels he is partnering with a strategic buyer who will whip the place into shape, and thus drive up the sagging stock, sources said.

As a result, any buyer approved by Icahn, including Fertitta, only has to buy 71.5 percent of the company, making the deal far more affordable.

Caesars’ shares currently trade at $8.37 a share, giving the company a valuation of $5.6 billion.

Fertitta, who runs five Golden Nugget casinos including Las Vegas and Biloxi, Miss., is worth $4.8 billion, according to Forbes.

The new math also would help Eldorado Resorts, which owns the Tropicana in Atlantic City, and has been looking into a potential purchase.

Caesars has given rival Eldorado Resorts access to its data room as the gambling operator decides whether to make an offer, according to Reuters.

Icahn wants an experienced casino manager to help slim down Caesars, which he thinks spends too much money, including $330 million a year on corporate expenses, one source said.

“Caesars needs financial discipline,” an independent gaming source said, adding the level of bureaucracy is “insane,” including more than a dozen people on the company’s corporate calls.

Icahn also wants Caesars to focus on fixing its American business instead of expanding into Asia, sources said.

In March, Caesars gave Icahn three board seats and promised him a fourth board seat if the company fails to find a new chief executive by April 15.

Caesars rejected Fertitta’s November bid to merge his smaller Golden Nugget chain at a $13-a-share valuation. There was no cash in that proposal and it would have loaded the company with more debt.