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 L.P.
                       Icahn Partners Master Fund III L.P.
                                Icahn Offshore LP
                               CCI Offshore Corp.
                         High River Limited Partnership
                             Hopper Investments LLC
                                 Barberry Corp.
                                  Carl C. Icahn
                                 David Schechter
                                Jonathan R. Macey
                                Peter C. Clapman
                             Auguste E. Rimpel, Jr.
                                  Howard Lorber
                                Michael L. Ashner
                                Jerome M. Becker
                                   Sumner Baye
                               Hugh F. Culverhouse
                                Keith A. Meister
                               Vincent J. Intrieri
    (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:





     On May 17, 2007, Icahn Partners LP, a Delaware limited  partnership ("Icahn
Partners"),  Icahn Partners  Master Fund LP, a Cayman Islands  exempted  limited
partnership  ("Icahn  Master"),  Icahn  Partners  Master Fund II L.P.,  a Cayman
Islands exempted limited  partnership ("Icahn Master II"), Icahn Partners Master
Fund III L.P., a Cayman  Islands  exempted  limited  partnership  ("Icahn Master
III"), High River Limited  Partnership,  a Delaware limited  partnership  ("High
River" and collectively with Icahn Partners,  Icahn Master,  Icahn Master II and
Icahn  Master  III,  the  "Offeror"),  Icahn  Onshore  LP,  a  Delaware  limited
partnership,  CCI Onshore  Corp., a Delaware  corporation,  Icahn Offshore LP, a
Delaware limited partnership, CCI Offshore Corp., a Delaware corporation, Hopper
Investments  LLC,  a Delaware  limited  liability  company,  Barberry  Corp.,  a
Delaware  corporation,  and Carl C. Icahn filed with the Securities and Exchange
Commission  on  Amendment  No. 2 to Schedule TO a  Supplement  No. 2 to Offer to
Purchase that refers to a possible proxy or consent  solicitation by the persons
filing this Schedule 14A.

     The Supplement No. 2 to Offer to Purchase is filed as Exhibit  (a)(1)(viii)
hereto and is incorporated herein by reference.

Item 12. Exhibits

Exhibit       Description
- ------------  ------------------------------------------------------------------
(a)(1)(viii)  Supplement No. 2 to Offer to Purchase, dated May 17, 2007
              (filed herewith)



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 APRIL 30, 2007.