SCHEDULE 14A
                   Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934
                               (Amendment No. 1)


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
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-12

                           Forest Laboratories, Inc.
                (Name of Registrant as Specified In Its Charter)

                                 Carl C. Icahn
                            Dr. Alexander J. Denner
                              Dr. Richard Mulligan
                          Professor Lucian A. Bebchuk
                                Dr. Eric J. Ende
                                   Mayu Sris
                               Icahn Partners LP
                         Icahn Partners Master Fund LP
                       Icahn Partners Master Fund II L.P.
                      Icahn Partners Master Fund III L.P.
                         High River Limited Partnership
                             Hopper Investments LLC
                                 Barberry Corp.
                                Icahn Onshore LP
                               Icahn Offshore LP
                               Icahn Capital L.P.
                                   IPH GP LLC
                        Icahn Enterprises Holdings L.P.
                          Icahn Enterprises G.P. Inc.
                                 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.

[ ] 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:

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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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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
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    previously. Identify the previous filing by registration statement number,
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     2) Form, Schedule or Registration Statement No.:

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     4) Date Filed:



ON  JULY  19, 2011, THE PARTICIPANTS (AS DEFINED BELOW) FILED A DEFINITIVE PROXY
STATEMENT  WITH  THE  SECURITIES  AND  EXCHANGE COMMISSION. SECURITY HOLDERS ARE
ADVISED  TO  READ  THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO
THE  SOLICITATION  OF  PROXIES  BY  CARL  C. ICAHN, DR. ALEXANDER J. DENNER, DR.
RICHARD  MULLIGAN,  PROFESSOR  LUCIAN  A.  BEBCHUK, DR. ERIC J. ENDE, MAYU SRIS,
ICAHN  PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN PARTNERS MASTER FUND II
L.P.,  ICAHN  PARTNERS  MASTER  FUND  III  L.P., HIGH RIVER LIMITED PARTNERSHIP,
HOPPER  INVESTMENTS  LLC,  BARBERRY  CORP.,  ICAHN  ENTERPRISES G.P. INC., ICAHN
ENTERPRISES  HOLDINGS  L.P.,  IPH  GP LLC, ICAHN CAPITAL L.P., ICAHN ONSHORE LP,
ICAHN OFFSHORE LP, AND BECKTON CORP. (COLLECTIVELY, THE "PARTICIPANTS") FROM THE
STOCKHOLDERS  OF FOREST LABORATORIES, INC. FOR USE AT ITS 2011 ANNUAL MEETING OF
STOCKHOLDERS,  BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION
RELATING TO THE PARTICIPANTS. THE DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY
IS  AVAILABLE TO STOCKHOLDERS OF FOREST LABORATORIES, INC. FROM THE PARTICIPANTS
AT  NO  CHARGE AND IS ALSO AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE
COMMISSION'S  WEBSITE  AT  HTTP://WWW.SEC.GOV  OR BY CONTACTING D.F. KING & CO.,
INC.  BY  TELEPHONE  AT THE FOLLOWING NUMBERS: STOCKHOLDERS CALL TOLLFREE: (800)
697-6975  AND  BANKS  AND  BROKERAGE  FIRMS  CALL:  (212)  269-5550.

The  consents  of  the  applicable  law  firms  have been obtained to file their
respective  opinion  letters  as  proxy  soliciting material. There have been no
findings  of  fact  or law made by a court of competition jurisdiction on any of
the  issues addressed in the opinion letters as they apply to Forest Labs or the
Participants.



                                  [LETTERHEAD]
                                 ASHBY & GEDDES
                        ATTORNEYS AND COUNSELLORS AT LAW
                              500 DELAWARE AVENUE
                                 P.O. BOX 1150
                           WILMINGTON, DELAWARE 19899

                                 August 7, 2011

Icahn Capital L.P.
767 Fifth Avenue
47th Floor
New York, NY 10153

   Re: Corporate Governance Standards for Dealing with Potential Conflicts of
       Interest

Gentlemen:

     You have asked us whether the potential "conflicts of interest" outlined by
the  management of Forest Laboratories, Inc. ("Forest" or the "Company"), in its
proxy  solicitation  material  raises issues of director qualification for board
service  that are inconsistent with Delaware corporation and fiduciary duty law.
It  is  our  belief  that,  to  the extent these potential conflicts of interest
actually  exist,  they  are  routine  matters  with  which  corporate  boards of
directors  normally  deal  and  pose  no  significant  issues.

     Specifically  at issue is proxy solicitation material issued by Forest that
contends  that  Dr.  Alexander  J.  Denner  and Dr. Richard Mulligan, two of the
nominees  of  the Icahn Parties for seats on Forest's board of directors, should
not  be  elected to Forest's board because their service on the boards of Biogen
Idec and Amylin means that they are or could be "conflicted and should not be on
[the]  Board."  According  to  Forest,  while  it, Biogen Idec and Amylin do not
currently  compete  with  Forest, "business development, product acquisition and
licensing  are the life blood of our Company" and since these are also important
to  Biogen  Idec and Amylin, and since all three are or might become involved in



Icahn Capital LP
August 7, 2011
Page 2


"therapeutic areas," that means that Biogen Idec and Amylin "will likely compete
with  Forest  for  the  same  product  opportunities  in  the  market."

     We  initially note that the logic of that assertion is not evident from the
facts  presented.  If  there  is really a likelihood of material competition, it
might  normally  be expected that some evidence of that would already be present
and  Forest's  proxy  solicitation  materials  gives  no  hint  that  any  such
competition  has  taken place to date. Nevertheless, you have asked us to assume
for argument sake that some form of competitive overlap might take place at some
point  in  the  future  and  consider  whether  such  possible  overlap could be
accommodated  by  normal  board  procedures.

     To  this  end,  it  is  useful  to  briefly  discuss Delaware law regarding
directors  and  their  potential  disqualification  in  conflict  of  interest
situations. Delaware law specifically contemplates that directors might serve on
the boards of two entities that actually compete with each other. See Bragger v.
Budacz, 1994 WL 698609, at *4-5 ( Del. Ch. Dec. 7, 1994) (noting that "directors
are presumed to act in good faith and in the best interests of the corporation,"
and  hence,  "interlocking  boards  do  not  constitute a violation of [Delaware
law]").  The  Delaware  General  Corporation  Law (the "DGCL"), does not require
directors  to  ever recuse themselves from discussion or voting, but both it and
Delaware  case  law  deal  with  cases of conflicted directors and provide "safe
harbors"  from  legal  complications from such conflicts. See 8 Del. C. 144; see
also  Benihana  of Toykyo, Inc. v. Benihana, Inc., 906 A.2d 114, 120 (Del. 2006)
(noting  that  under the "safe harbor" provisions of 144, a conflict transaction
approved  by  the  disinterested  directors  will be reviewed under the business
judgment  standard  of  review); In re Digex, Inc. Shareholders Litig., 789 A.2d
1176,  1206  (Del.  Ch.  2000)  (noting the preference that conflicted directors



Icahn Capital LP
August 7, 2011
Page 3


abstain  from  any  participation  in  the  discussion  or  voting in respect to
conflict  transactions).

     Conflicts  of interest can raise a problem because directors have a duty of
loyalty  towards  the  corporation  and  its  stockholders.  That duty generally
requires  them  to  put  the  interests of that corporation and its stockholders
above  all  others.  See, e.g. Broz v. Cellular Information Sys., Inc., 673 A.2d
148,  153  (Del.  1996)  (noting that a "corporate fiduciary agrees to place the
interests  of the corporation before his or her own"). That means that directors
who  are also directors of a different corporation might in certain instances of
board  decision  making  owe  conflicting  duties  to both corporations if those
corporations,  for  example,  go  into  competition  with  each other. See, e.g.
Bragger,  1994  WL  698609,  at  *4-7 (recognizing that service by a director on
boards of two competing companies is a matter of choice for the stockholders and
that  such service could place the director in a "delicate position"). See also,
Broz,  673 A.2d 148 (for an example of where a director sitting on the boards of
competing  companies  successfully  navigated  such  a  "delicate position" with
regard to a potential corporate opportunity of both companies); In re Digex, 789
A.2d  at  1206 (noting that "individuals who act in a dual capacity as directors
of  two  corporations owe the same duty of good management to both corporations,
and  in  the  absence of an independent negotiating structure, or the directors'
total  abstention  from  any  participation  in  the  matter, this duty is to be
exercised  in  light  of  what  is  best  for  both  companies").

     Such potential conflicts of interest are by no means rare, though, and seem
to  be especially frequent among technology and biotech companies. Each of those
fields  tends  to be intensely technical by nature, and corporations involved in



Icahn Capital LP
August 7, 2011
Page 4


those  areas  often  find  that  it  is useful to have a board of directors with
significant experience in those areas, which means that at least minor conflicts
of  interest  often  arise.  In  addition,  these firms are frequently funded by
venture capital; the venture capital firms invariably put their own directors on
the  boards;  and  those directors or their firms often have direct and material
conflicts  of interest because they usually fund/control potentially competitive
corporations  as  well.

     Given  the  ubiquity  of  such  conflicts, as well as similar situations in
which directors or senior management might have conflicting interests, a general
set  of  "best  practices"  has  evolved  for  dealing with them. The first, and
perhaps  most  important measure is that the existence of the potential conflict
needs  to  be  disclosed by the director to the board. Here, of course, that has
already  been  done.  Second,  the directors should determine, on a case by case
basis,  whether  they  should wall themselves off from conflicted directors when
making  a  decision  with  respect  to a conflicted transaction. For example, if
Forest and Biogen Idec both bid for licensing rights for a drug and a person who
is  a director of both corporations is aware of the situation (which, of course,
would  normally only be the case for substantial acquisitions), he should not be
involved  in the situation, and should not participate in any discussion or vote
held  by  either  corporation.  In  addition,  he  would  be under a duty to not
disclose  either  side's  information  to  the  other  side.

     As  mentioned  above,  this is a very common situation and corporate boards
routinely  deal  with  various conflict situations by walling off the conflicted
party  and corporate lawyers routinely suggest that their clients create various
types  of  special  committees  of  the  board  to  deal  with  a  conflict.

     An excellent example of a situation in which best corporate practices could
have  been  followed,  but  were  not,  came at Forest's own April 5, 2011 board



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August 7, 2011
Page 5


meeting. The purpose of that meeting was to decide whether the corporation would
support  Mr.  Solomon,  the  Company's  CEO, in his battle against the Office of
Inspector  General  of  the Department of Health and Human Services ("HHS-OIG").
Mr.  Solomon, of course, had a strong personal interest in gaining such support,
but  the board needed to decide whether it was in the Company's best interest to
provide it. That presented a conflict, and under best corporate practices-indeed
under  normal corporate governance standards-the non-inside directors would have
been  delegated  to  consider and decide the issue. Instead, of course, the full
board  met  with  Mr.  Solomon  present, and his direct reports explained to the
board  why he was essential to the Company's future. The directors then approved
apparently  pre-drafted  resolutions  with  almost  no  discussion.

     Such  corporate  governance  is  indeed a problem, but it could easily have
been  improved.  The non-affiliated directors should have been asked to make the
decision,  and  independent counsel should have been hired by those directors to
advise  them.  Management  still  could  have made its presentation, but at that
point should have been recused to allow the independent directors to discuss and
decide the matter with legal guidance from their counsel. The outcome might have
been the same-but the governance would have been far better and the stockholders
would  be  able  to  have  more  confidence  in  the  outcome.

     That  example  points  to  the underlying issue, which is that conflicts of
interest  do  not  just arise in potentially competitive situations, but in many
dealings with senior management as well. That is an inevitable part of corporate
life,  but  even  adequate  corporate governance-much less best practices-allows
such  situations  to  be  navigated  with  little  problem.  What  is needed are
directors  and  legal  advisors  who  understand  and  are  committed  to proper



Icahn Capital LP
August 7, 2011
Page 6


corporate  governance.  When  directors do not have such a commitment, or when a
corporation  is  tightly  controlled  by  managers  who  are resistant to proper
governance,  then problems certainly can happen. The case books are full of such
examples.  There  are  many  more  examples,  though,  of  corporations  that
successfully  deal  with  potential  and actual conflicts of interest like those
that  Forest  asserts here, and which do so with professionalism and very little
fuss  and  bother.

     In  conclusion, we see no reason to believe that the potential conflicts of
interest  asserted by Forest in its proxy solicitation materials cannot be dealt
with  by the methods used by thousands of other public and private corporations.

                                           Very truly yours,


                                           /s/ Stephen E. Jenkins for
                                           ----------------------
                                           Ashby & Geddes



                                  [LETTERHEAD]
                              ARNOLD & PORTER LLP

                                                       WILLIAM J. BAER
                                                       William.Baer@aporter.com
                                                       +1 202.942.5936
                                                       +1 202.942.5999 Fax
                                                       555 Twelfth Street, NW
                                                       Washington, DC 20004-1206

                                 August 7, 2011

VIA E-MAIL
----------
Icahn Capital LP
767 Fifth Avenue
New York, New York 10153

                 Proposed Board Members for Forest Laboratories

To Whom it May Concern:

     You  have  asked for our views regarding an issue that has been raised with
respect  to the eligibility of two individuals - Dr. Alexander J. Denner and Dr.
Richard  Mulligan  -  to  serve  as  board members for Forest Laboratories, Inc.
("Forest").  Specifically,  both  Dr.  Denner  and Dr. Mulligan currently sit as
board  members for Biogen Idec ("Biogen"), and Dr. Denner is also a board member
for  Amylin Pharmaceuticals ("Amylin"). Forest contends that there is current or
likely  future  competition  between  Biogen and/or Amylin and Forest that would
preclude  these  individuals'  simultaneous service on the boards of both Forest
and  Biogen  and/or  Amylin. Based on the facts that you have provided to us, we
believe  that  Forest's  contention  is  without  merit. Because Forest is not a
current competitor of either Biogen or Amylin, we do not believe that either Dr.
Mulligan  or Dr. Denner would be disqualified from serving as a board member for
Forest  under  applicable U.S. antitrust law, including Section 8 of the Clayton
Act.  Any  speculative  issue  of future competition is easily addressed through
appropriate  corporate  conflict  of  interest  policies.

     BACKGROUND
     ----------
     For  purposes  of  the  conclusions  in this letter, we understand from our
discussions  with  you  and  our  review  of  available  information:

     -    Forest  does  not  currently  market  any  products  that compete with
          products  currently  marketed  by  either  Biogen  or  Amylin.

     -    There  are  no  competitive  sales  between Forest on the one hand and
          either  Amylin  or  Biogen  on  the  other.



Icahn Capital LP
August 7, 2011
Page 2


     -    Forest  has  no  late  stage  pipeline  drugs  that are anticipated to
          compete  with  Amylin  or  Biogen  products.

     -    Although  Forest has a Phase I diabetes drug that could at some future
          point  several  years  from  now  potentially  compete  with an Amylin
          diabetes  drug,  it  is  not  clear that - even if approved - it would
          actually  compete  with  the  Amylin drug. Moreover, there are already
          many  other  competitors  for  the Amylin diabetes drug on the market.

     ANALYSIS
     --------
     Forest  appears  to  contend  that  the conflict issue with Drs. Denner and
Mulligan  involves  the  potential for future competition between Forest, on the
one  hand,  and  Biogen and/or Amylin on the other. Based on the facts provided,
future  competition  between  these  companies is extremely speculative at best.
Though  Forest  has  raised  the  spectre  of  potential  future competition for
business  development  opportunities,  Forest  has  not  identified any specific
history  of  such competition nor any concrete suggestion of such competition in
the  future.  As  noted  above, the only potential future competition that might
conceivably  arise  relates to a Phase I diabetes drug that is in development at
Forest.  If  approved  at some distant future point, this drug could potentially
compete with an existing Amylin diabetes drug. It is our understanding, however,
that  there  are  "many"  competitors to the Amylin diabetes drug already on the
market.

     The  U.S.  antitrust  laws  expressly  address  the  concern  Forest raises
regarding  directors serving simultaneously on multiple boards. Section 8 of the
Clayton Act forbids interlocking directorates between two corporations, but only
as  to  those  that  are  currently  "competitors"  -- where "the elimination of
competition by agreement between them would constitute a violation of any of the
antitrust  laws."  15 U.S.C. 19(a)(a)(1)(B). The purpose of Section 8 is to "nip
in  the  bud  incipient  violations  of  the  antitrust  laws  by  removing  the
opportunity or temptation to such violations through interlocking directorates."
United  States  v.  Sears, Roebuck & Co., 111 F. Supp. 614, 616 (S.D.N.Y. 1953).
However,  the  statute applies only in situations in which there currently exist
competitive sales between the corporations in question. Even where there is some
present  day competition, the statute provides an exception for competition that
does  not  exceed certain specified levels. For example, the ban on interlocking
directorates  does  not  apply  in  cases  where the competitive sales of either
corporation  are  less  than  $2.7 million. Id. at 19(a)(2). Section 8 similarly



Icahn Capital LP
August 7, 2011
Page 3


does  not  apply where the competitive sales of either corporation are less than
2%  of  that  corporation's  total sales, or where the competitive sales of both
corporations  are  less  than  4%  of  total  sales.  Id.

     Our  understanding  is  that  Forest does not sell any products that are in
competition  with  products  sold by either Amylin or Biogen. If Forest does not
have  any competitive sales with Amylin or Biogen, then Section 8 of the Clayton
Act does not prohibit interlocking directorates between Forest and either Amylin
or  Biogen. Even if Amylin and Biogen could be viewed as "potential" competitors
of Forest (e.g., based on products under development that might theoretically be
sold in competition in the future), the statutory exception described above (for
de  minimis  competitive  sales)  still  applies.

Accordingly, we do not believe that the relevant legal precedent would support
an argument by Forest that the theoretical potential for future sales from a
Phase I pipeline drug could trigger the application of Section 8 to an overlap
in board membership between the companies at the present time.  Based on the
existing precedent, Section 8 does not apply where there is no current
competition between the corporations at issue.  See Paramount Pictures Corp. v.
Baldwin-Montrose Chemical Co., 1966 U.S. Dist. LEXIS 10596, *26 (S.D.N.Y. Jan.
24, 1966) ("Section 8 has no application to corporations which are not or have
not been competitors, but may be competitors in the future.").(1)

Finally,  Forest  also  appears  to  be  concerned  with  the potential for
information-sharing  that  could  arise  where the same board member sits on the
_________________________
(1)  See  also  In  the  Matter  of TRW, Inc., et al., 93 F.T.C. 325, 379 (1979)
     ("If  [complaint  counsel]  mean  that  any competitive relationship may be
     reached  by  the  statute  - whether horizontal, vertical or potential - it
     seems  fairly  well  settled that Section 8 applies only to firms which are
     horizontal  competitors.").  In  an  opinion  generally affirming the FTC's
     decision in TRW, the Ninth Circuit declined to address the issue. TRW, Inc.
     v.  FTC, 647 F.2d 942 (9th Cir. 1981) (expressing "no opinion about whether
     section  8 encompasses inter-locking directorates between corporations that
     are merely potential competitors."). In a 2009 speech, Commission J. Thomas
     Rosch  of  the Federal Trade Commission clearly explained that the Act does
     not  cover  "interlocks  between  potential  competitors." Terra Incognita:
     Vertical  and  Conglomerate  merger  and  Interlocking  Directorate  Law
     Enforcement in the United States at 18 (Sept. 11, 2009). While Commissioner
     Rosch and the Federal Trade Commission have, on occasion, raised the theory
     that  Section  5  of  the  FTC  Act  could  be  used  to reach interlocking
     directorates  that  are not otherwise prohibited by Section 8, no court has
     adopted  that  view.



Icahn Capital LP
August 7, 2011
Page 4


boards  of  Company  A  and Company B, where Company A is in the early stages of
development  for  a  product  that  could  eventually  compete  with a Company B
product.  This  kind of speculative potential conflict, however exists for board
members  at  many  corporations.  Our  understanding  is that Delaware corporate
counsel  has advised you that any potential conflicts or concerns of this nature
can  be  addressed  by  the  implementation  of  standard  conflicts and recusal
policies.  We  agree  that an appropriate conflicts and recusal policy similarly
could ameliorate any information-sharing concerns that might theoretically arise
from  interlocking  board  members  here.

                                                Sincerely,


                                                /s/ William J. Baer
                                                -------------------
                                                William J. Baer