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
                                  MR. MAYU SRIS
                               MR. JEFFREY MECKLER
                                  DR. ERIC ENDE
                                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)

Payment of Filing Fee (check the appropriate box):

[X] No fee required.

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

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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):

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[ ] 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
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    4) Date Filed:





On April 15,  2009,  Carl C. Icahn issued a press  release in the form  attached
hereto  which  contains  the full text of a letter to Mr.  Joseph C. Cook,  Jr.,
which was  transmitted  by Mr.  Icahn to Mr.  Cook prior to the  issuance of the
press release.


SECURITY  HOLDERS ARE ADVISED TO READ THE PROXY  STATEMENT  AND OTHER  DOCUMENTS
RELATED TO THE  SOLICITATION  OF  PROXIES BY CARL C.  ICAHN,  DR.  ALEXANDER  J.
DENNER, DR. THOMAS F. DEUEL, MR. JULES HAIMOVITZ,  DR. PETER LIEBERT,  DR. DAVID
SIDRANSKY, MR. MAYU SRIS, MR. JEFFREY MECKLER, DR. ERIC ENDE, 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://SEC/GOV.

INFORMATION RELATING TO THE PARTICIPANTS IN THIS PROXY SOLICITATION IS CONTAINED
IN SCHEDULE  14A FILED BY THE  PARTICIPANTS  WITH THE  SECURITIES  AND  EXCHANGE
COMMISSION,  WHICH  DOCUMENTS ARE AVAILABLE AT NO CHARGE AT THE  SECURITIES  AND
EXCHANGE COMMISSION'S WEBSITE AT HTTP://SEC.GOV.