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 21, 2007, Carl Icahn announced the expiration of the tender offer by
certain of his  affiliates  to purchase  (i) any and all  outstanding  shares of
common stock,  par value $0.01 per share, of WCI  Communities,  Inc., a Delaware
corporation  ("WCI");  and  (ii)  the  associated  rights  to  purchase  certain
preferred stock issued under the Rights Agreement, dated as of January 30, 2007,
between WCI and Computershare Trust Company,  N.A., as Rights Agent, as amended,
at a price of $22.00 per share,  net to the  seller in cash,  without  interest,
upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated March 23, 2007, as amended by the  Supplement to Offer to Purchase,  dated
May 11, 2007, and the Supplement No. 2 to Offer to Purchase, dated May 17, 2007,
and in the related Letter of  Transmittal,  dated March 23, 2007,  including the
Instructions  thereto,  as it may be  supplemented or amended from time to time.
The press  release  issued on May 21, 2007 in connection  therewith  refers to a
possible proxy or consent  solicitation by the persons filing this Schedule 14A.
Such press  release is filed as Exhibit  (a)(5)(ii)  hereto and is  incorporated
herein by reference.

Item 12. Exhibits

Exhibit       Description
- -----------   ------------------------------------------------------------------
(a)(5)(ii)    Press Release, dated May 21, 2007, announcing expiration of the
              tender  offer (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.