SCHEDULE 14A
                    Proxy Statement Pursuant to Section 14(a)
            of the Securities Exchange Act of 1934 (Amendment No. __)


Filed by the Registrant                     [ ]

Filed by a Party other than the Registrant  [x]

Check the appropriate box:

[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by
     Rule 14a-6(e)(2))
[ ]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[X]  Soliciting Material Pursuant to ss. 240.14a-12

                              WCI Communities, Inc.

                (Name of Registrant as Specified In Its Charter)

                                Icahn Partners LP
                                Icahn Onshore LP
                                CCI Onshore Corp.
                          Icahn Partners Master Fund LP
                        Icahn Partners Master Fund II LP
                        Icahn Partners Master Fund III LP
                                Icahn Offshore LP
                               CCI Offshore Corp.
                         High River Limited Partnership
                             Hopper Investments LLC
                                 Barberry Corp.
                                  Carl C. Icahn

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.

    1) Title of each class of securities to which transaction applies:

    2) Aggregate number of securities to which transaction applies:

    3) Per unit price or other  underlying  value of  transaction  computed
       pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
       filing fee is calculated and state how it was determined):

    4) Proposed maximum aggregate value of transaction:

    5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange  Act Rule
0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.

    1) Amount Previously Paid:

    2) Form, Schedule or Registration Statement No.:

    3) Filing Party:

    4) Date Filed:




     This Tender  Offer  Statement  on  Schedule  TO relates to the  third-party
tender  offer by  Icahn  Partners  LP, a  Delaware  limited  partnership,  Icahn
Partners Master Fund LP, a Cayman Islands  Exempted Limited  Partnership,  Icahn
Partners Master Fund II LP, a Cayman Islands Exempted Limited Partnership, Icahn
Partners Master Fund III LP, a Cayman Islands Exempted  Limited  Partnership and
High River Limited  Partnership,  a Delaware limited partnership  (collectively,
the  "Offeror")  to  purchase  any and all of the  outstanding  shares of common
stock, par value $.01 per share (the "Common Stock"), of WCI Communities,  Inc.,
a Delaware  corporation  (the  "Company"),  and the rights to  purchase  certain
preferred  stock  associated  with the shares of Common Stock (the "Rights" and,
together with the Common Stock,  the "Shares"),  at a price of $22.00 per Share,
net to the  seller in cash,  upon the terms and  subject to the  conditions  set
forth in the Offer to  Purchase,  a copy of which is attached  hereto as Exhibit
(a)(1),  and in the related Letter of  Transmittal,  a copy of which is attached
hereto as Exhibit  (a)(2),  including  the  Instructions  thereto,  as it may be
supplemented  or amended from time to time (the "Letter of  Transmittal"  which,
collectively with the Offer to Purchase, constitute the "Offer").

All  information  set forth in the Offer,  including  all  schedules and annexes
thereto,  is  incorporated  by  reference  in answer to Items 1-9 and 11 in this
Schedule TO, except as otherwise set forth below.


ITEM 12. EXHIBITS

(a)(1) (i)  Offer to  Purchase,  dated March 23, 2007
(a)(1)(ii)  Form of Letter of Transmittal
(a)(1)(iii) Form of Notice of Guaranteed Delivery
(a)(1)(iv)  Form of Letter to Brokers, Dealers, Commercial Banks, Trust
            Companies and Other Nominees
(a)(1)(v)   Form of Letter to Clients
(a)(1)(vi)  Guidelines for  Certification of Taxpayer  Identification  Number on
            Substitute Form W-9
(a)(5)(i)   Summary  Advertisement as published on March 23, 2007
(b)         None
(d)         None
(g)         None


SECURITY  HOLDERS ARE ADVISED TO READ THE PROXY  STATEMENT  AND OTHER  DOCUMENTS
RELATED TO  SOLICITATION  OF PROXIES BY MR.  ICAHN AND HIS  AFFILIATES  FROM THE
STOCKHOLDERS OF WCI COMMUNITIES,  INC. FOR USE AT ITS ANNUAL MEETING WHEN AND IF
THEY  BECOME  AVAILABLE,   BECAUSE  THEY  WILL  CONTAIN  IMPORTANT  INFORMATION,
INCLUDING   INFORMATION   RELATING  TO  THE   PARTICIPANTS  IN  ANY  SUCH  PROXY
SOLICITATION.  WHEN AND IF COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF
PROXY WHICH WILL BE MAILED TO STOCKHOLDERS OF WCI COMMUNITIES,  INC. AND WILL BE
AVAILABLE AT NO CHARGE AT THE  SECURITIES AND EXCHANGE  COMMISSION'S  WEBSITE AT
HTTP://WWW.SEC.GOV.  INFORMATION  RELATING TO THE  POTENTIAL  PARTICIPANTS  IN A
POTENTIAL PROXY SOLICITATION IS CONTAINED IN EXHIBIT 1 TO THE SCHEDULE 14A FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 16, 2007.