DFAN14A

                                  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.

[ ] 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 April 21,  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. and
Mr. James Wilson,  which was transmitted by Mr. Icahn to Messrs. Cook and Wilson
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://WWW.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://WWW.SEC.GOV.

EX-99

                                                                       EXHIBIT 1


For Immediate Release                                       Contact Susan Gordon
April 21, 2009                                                      212 702-4309


                        Icahn Responds to Cook and Wilson

New York, New York  (AMLN:NASDAQ).  Carl Icahn  announced today that he had sent
the  following  letter to Joseph C. Cook,  Jr.,  Chairman of the Board and James
Wilson,  Lead Independent  Director of Amylin  Pharmaceuticals,  Inc. concerning
recent discussions between Mr. Icahn and Messrs. Cook and Wilson.


                                 April 21, 2009


Joseph Cook, Jr., Chairman of the Board

James Wilson, Lead Independent Director

Amylin Pharmaceuticals, Inc

9360 Towne Centre Drive

San Diego, CA  92121



Dear Joe & Jim:

Your letter of April 20, 2009, completely  mischaracterized what was said during
the conversations that took place between us during the past weekend.

After Amylin issued its public invitation to a meeting with us and Eastbourne, I
called  you this past  weekend  and,  during the first of our  conversations,  I
stated I was glad you had indicated (in your media statement of Wednesday, April
15) your  willingness to have a three way  discussion  between  Eastbourne,  the
Company and ourselves. I was therefore absolutely amazed when you denied you had
indicated that you were open to a meeting.  I then asked you to wait while I got
a copy of the statement you issued.  I read you your own language  which stated,
"We have  engaged in  discussions  with both Mr.  Icahn and  Eastbourne  Capital
Management, L.L.C. ("Eastbourne"), and welcome the opportunity to meet with them
again, either separately or together." I then asked if you intended to keep your
word and have the meeting.  There was no meaningful reply. I then mentioned that
this  indecisiveness  and reneging on promises could be a major problem if it is
how the company has been run during your tenure.

Let us now discuss some of the many  misstatements  you have made concerning our
weekend of  discussions.  To begin with,  I  absolutely  did not say that Amylin
should be sold  "promptly." I did point to our record with  ImClone,  where in 2
years we vastly  improved  the  company  and our  relationship  with our partner
Bristol-Myers.  Lilly  paid a huge  premium  over  market  for  the  ImClone.  I
mentioned  that one of the things we wished to  accomplish at Amylin would be to
attempt to renegotiate  the  partnership  agreements  with Lilly. I told you the
Amylin agreement with Lilly was  reprehensible to me in that it contained one of
the  strongest  standstills I have ever seen  preventing  Lilly from offering to
acquire  Amylin.  The  conversation  did get a bit heated and I did  mention the
standstill was simply another device along with the poison pills and poison puts
to entrench yourselves. I pointed out that Big Pharma companies were paying huge
premiums for bio-tech and, indeed, Lilly's CEO, John Lechleiter, had just stated
publicly that he was looking for more acquisitions.

I mentioned I thought  that you were afraid that Lilly might offer to pay a huge
premium for Amylin if they were  released from their  standstill.  I pointed out
that you, knowing the problems at Amylin,  many of which are of your own making,
saw fit to sell your stock at a very  significant  premium over  today's  market
price.(1) Why shouldn't  other  stockholders  have the opportunity to decide for
themselves whether or not to sell, for example, if a bid were made above $30 per
share? In an angry exchange,  I asked why are you preventing Lilly from making a
bid? How are stockholders helped by having that provision in the standstill?  It
is a complete  misstatement  on your part to any way suggest that I wish to sell
Amylin  to Lilly at  today's  prices.  Quite  to the  contrary!  No one has ever
accused me of selling  cheaply.  As you are  probably  aware,  I  currently  own
companies that I have held for upwards of 20 years.  It is true,  however,  that
during the last 2 years, I have sold companies such as the  Stratosphere  Casino
which I held for 7 years.  I invested $300 million into the company and received
$1.3 billion.  I also sold ImClone for $70 per share (which I had accumulated at
an average cost of about $33 per share).  I negotiated  that $70 per share price
after  urging that ImClone  turn down an  unsolicited  bid in the high $30's and
even the  Bristol  $60 and $62 bids.  I say this to you not to boast but to make
the point that I do not sell cheaply and would  certainly not recommend  selling
Amylin unless we were offered at least over $30 per share, at which time I might
recommend selling it. As I pointed out in our "rather heated"  conversation,  it
seemed to me that  your sale of stock in and above the high  $30's was among the
very few intelligent things you did in your tenure at Amylin.

_________________________
(1)  The records show you sold stock between $18.64 and $50.17 per share.





Concerning cost cutting, I stated you appear to overspend in many areas and that
possibly that is related more to your ego then to enhancing stockholder value. I
told you if we were on the board we would bring in experts that would  ascertain
how much waste there was and would also take a very hard look at any  contracts,
if they existed, with other firms you were involved with.

For a number of years I have had  conversations  with CEOs and  Chairmen,  often
over a crucial weekend,  in order to end or avoid a "debilitating"  proxy fight,
as you have characterized what is going on at Amylin.  Often these conversations
have  become  "heated."  However,  never  until  today has either  side found it
necessary  to slant and misstate  these  conversations  and then  release  these
misstatements on Monday morning.

I will end by asking once again,  do you intend to keep your word and set up the
three way meeting between the company,  Eastbourne and Icahn as you promised you
would or was your statement of Friday just another empty promise?



                                                     Sincerely,

                                                     Carl Icahn




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://WWW.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://WWW.SEC.GOV.