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

                          Amylin Pharmaceuticals, Inc.
                (Name of Registrant as Specified In Its Charter)

                                  CARL C. ICAHN
                             DR. ALEXANDER J. DENNER
                               DR. THOMAS F. DEUEL
                               MR. JULES HAIMOVITZ
                                DR. PETER LIEBERT
                               DR. DAVID SIDRANSKY
                                ICAHN PARTNERS LP
                          ICAHN PARTNERS MASTER FUND LP
                        ICAHN PARTNERS MASTER FUND II LP
                        ICAHN PARTNERS MASTER FUND III LP
                           ICAHN ENTERPRISES G.P. INC.
                         ICAHN ENTERPRISES HOLDINGS L.P.
                                   IPH GP LLC
                               ICAHN CAPITAL L.P.
                                ICAHN ONSHORE LP
                                ICAHN OFFSHORE LP
                                  BECKTON CORP.
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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ON  JANUARY  30,  2009,   ENTITIES  AFFILIATED  WITH  MR.  ICAHN  DELIVERED  THE
"STOCKHOLDERS'  NOTICE OF  NOMINATION  OF PERSONS FOR ELECTION AS DIRECTORS  AND
OTHER  PROPOSED  BUSINESS AT THE 2009 ANNUAL MEETING OF  STOCKHOLDERS  OF AMYLIN
PHARMACEUTICALS,  INC." (THE  "NOTICE"),  A COPY OF WHICH IS ATTACHED  HERETO AS
EXHIBIT 1. SUCH NOTICE  STATES THE  INTENTION OF ICAHN  PARTNERS,  ICAHN MASTER,
ICAHN MASTER II AND ICAHN  MASTER III TO: (I) SEEK TO NOMINATE DR.  ALEXANDER J.
DENNER,  DR. THOMAS F. DEUEL,  MR. JULES HAIMOVITZ,  DR. PETER LIEBERT,  AND DR.
DAVID  SIDRANSKY  FOR  ELECTION  TO THE BOARD OF  DIRECTORS  AT THE NEXT  ANNUAL
MEETING OF STOCKHOLDERS WITH RESPECT TO AMYLIN; AND (II) PROPOSE A RESOLUTION TO
THE  STOCKHOLDERS OF AMYLIN WHEREBY THE  STOCKHOLDERS  REQUEST THAT THE BOARD OF
DIRECTORS OF AMYLIN PROMPTLY INITIATE AND COMPLETE THE NECESSARY AND APPROPRIATE
PROCESS SO THAT THE STOCKHOLDERS OF AMYLIN CAN CHOOSE WHETHER TO CHANGE AMYLIN'S
JURISDICTION  OF  INCORPORATION  FROM  DELAWARE  TO NORTH  DAKOTA  AND TO BECOME
SUBJECT TO THE NORTH DAKOTA PUBLICLY TRADED  CORPORATIONS ACT (THE "NORTH DAKOTA
ACT").

SECURITY  HOLDERS ARE ADVISED TO READ THE PROXY  STATEMENT  AND OTHER  DOCUMENTS
RELATED  TO THE  SOLICITATION  OF  PROXIES  ON BEHALF OF BY CARL C.  ICAHN,  DR.
ALEXANDER  J.  DENNER,  DR.  THOMAS F. DEUEL,  MR.  JULES  HAIMOVITZ,  DR. PETER
LIEBERT, DR. DAVID SIDRANSKY,  ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP,
ICAHN  PARTNERS  MASTER FUND II LP,  ICAHN  PARTNERS  MASTER FUND III LP,  ICAHN
ENTERPRISES  G.P.  INC.,  ICAHN  ENTERPRISES  HOLDINGS  L.P.,  IPH GP LLC, ICAHN
CAPITAL L.P., ICAHN ONSHORE LP, ICAHN OFFSHORE LP, BECKTON CORP., AND CERTAIN OF
THEIR  RESPECTIVE  AFFILIATES FROM THE  STOCKHOLDERS OF AMYLIN  PHARMACEUTICALS,
INC, FOR USE AT ITS ANNUAL MEETING WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN   IMPORTANT   INFORMATION,   INCLUDING   INFORMATION   RELATING  TO  THE
PARTICIPANTS IN ANY SUCH PROXY SOLICITATION.  WHEN COMPLETED, A DEFINITIVE PROXY
STATEMENT  AND A FORM OF PROXY  WILL BE  AVAILABLE  TO  STOCKHOLDERS  OF  AMYLIN
PHARMACEUTICALS,  INC.  FROM THE  PARTICIPANTS  AT NO  CHARGE  AND WILL  ALSO BE
AVAILABLE AT NO CHARGE AT THE  SECURITIES AND EXCHANGE  COMMISSION'S  WEBSITE AT
HTTP://WWW.SEC.GOV.