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


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

                                  CARL C. ICAHN
                             DR. ALEXANDER J. DENNER
                               DR. THOMAS F. DEUEL
                                  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)

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On May 14,  2009,  Carl C. Icahn  issued a press  release  in the form  attached
hereto as  Exhibit 1 which  contains  the full text of an open  letter to Amylin
shareholders.

ON MAY 6, 2009, THE  PARTICIPANTS  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. THOMAS F. DEUEL,  MAYU
SRIS,  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,  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  AMYLIN
PHARMACEUTICALS 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 TOLL FREE
AT 1-800-488-8075.





For Immediate Release                                       Contact Susan Gordon
May 14, 2009                                                212 702-4309

                 Icahn issues open letter to Amylin shareholders

New York, New York. Carl Icahn announced today that he issued the following open
letter to shareholders of Amylin Pharmaceuticals, Inc. (AMLN:NASDAQ).


                                                     May 14, 2009


Dear Fellow Amylin Shareholders:

Amylin's May 11, 2009 letter to shareholders  represents a complete  obfuscation
of the facts and the reality of this proxy contest.  Instead of focusing on what
Amylin's board has achieved or, in my opinion,  what they have failed to achieve
over the past many years as fiduciaries for shareholders capital, Amylin elected
to  denigrate  my track  record and  especially  the success my  nominees  and I
achieved for all shareholders at ImClone. Their recent letter is another example
of the Board's habit of misstating the facts and another obvious attempt to hide
the Board's failures.

I believe my investment  track record speaks for itself and have never needed to
defend it in a public proxy  contest.  However,  in light of Amylin's  selective
attempt to distort  facts in an attempt to discredit  me, I thought it important
to  provide  a few  facts  of my  own to  set  the  record  straight  and  allow
shareholders  a more  complete  set of  information  from  which  to make a more
informed decision. Something Amylin's board has not done.

FACT: Over the last seven years, this Board has overseen the loss of billions of
dollars of  shareholder  value despite having  BYETTA,  a blockbuster  drug with
enormous  potential.  Meanwhile,  during  this same period (the period that they
have selected to criticize my  investments),  at the risk of being  immodest,  I
have made billions of dollars for  shareholders of the many companies I invested
and became actively  involved in.  Businesses which I have owned and served as a
director of, including casino companies, oil & gas businesses, railcar interests
and Icahn  Enterprises  to name a few, have  increased many fold in value during
that same timespan, yet they fail to mention any of these investments.

Furthermore,  Amylin  selectively omits mention of the numerous public companies
where I have invested as a  shareholder  activist,  filed a 13D, and  ultimately
convinced  management  that the best way to create value is to work  together in
the  interest of all  shareholders.  In the cases of  Kerr-McGee,  BEA  Systems,
Medimmune,  Fairmont  Hotels and KT&G to name a few,  my  involvement  helped to
create  many  billions  of dollars of value for  shareholders.  Amylin  fails to
mention this in their unfounded critique of my record.

FACT: Amylin attempts to criticize Dr. Alexander Denner's tenure on the board of
ImClone  and as  Chairman  of the  Executive  Committee  and my  involvement  as
Chairman  of the Board.  Let me provide  you with a dose of  reality.  Before my
involvement as a director,  the stock had languished at  approximately  $31.00 a
share and strategic buyers had little interest in the Company. Most importantly,
ImClone  had failed to realize the  potential  of its  significant  intellectual
property and R&D pipeline.  We invested to accelerate the potential for our vast
pipeline,   greatly  improved  our  relationship   with  our  strategic  partner
Bristol-Myers,  hired a new CEO,  and "cleaned  up" our  operations  and reduced
fixed costs. To me, that represents  substantial success.  Clearly, the industry
agreed.  Bristol-Myers  made an unsolicited  offer to buy the company at $60 per
share, a substantial premium over the then market price of approximately $46.44.
We refused  to accept  their bid but we did not  ignore  it.  Instead,  we ran a
process that resulted in a  significantly  higher deal with Eli Lilly at $70 per
share.

Alex Denner  joined  ImClone's  board in May 2006 and I joined in October  2006.
When I joined,  the shares were trading at  approximately  $31.00.  In November,
2008  shareholder's  received $70.00 in cash,  approximately a 125% return.  Yet
Amylin's  board has the audacity to challenge the success of our  involvement at
ImClone. There is an old saying, "Physician heal thyself."

FACT:  Amylin would like you to believe that there is some special agenda behind
my desire to have my nominees elected to the Company's board. Specifically, they
have alleged,  without any factual basis for doing so, that my agenda is to sell
Amylin. This is simply incorrect. Amylin apparently believes in the totalitarian
dictate,  that if you make the same misstatements often enough people will begin
to believe them. Let me again set the record  straight.  My agenda in nominating
my slate of directors for Amylin is very simple - to help insure the Board holds
management  accountable  to  maximize  long-term  value  for  all  shareholders.
Specifically,  I believe this should be the agenda of all Amylin  directors  and
more  generally I believe this should be the agenda of all corporate  directors.
In recent  memory,  ImClone is the only public  company that has been sold while
Icahn nominees have served as directors and even with ImClone we did not seek to
sell the  company and in fact we had  vigorously  argued  against the  company's
previous attempt to sell itself for a valuation in the $37 range.  However, when
we  ultimately  received an  unsolicited  bid at a  substantial  premium for the
Company,  we did what good fiduciaries  should.  We ran a process that maximized
the  value  of any  potential  bid  and  then  compared  that to our  base  case
stand-alone  valuation and determined  that $70 per share from Eli Lilly was the
best result for shareholders.  I expect and hope that Amylin's board would agree
that we did what was best for ImClone shareholders;  and, furthermore, given the
same set of facts I believe  shareholders  would  demand they behave in the same
manner.

My vision for  directors has served me well at the companies I have owned and/or
served as a director and has also served my nominees well at the companies whose
boards they serve on.

FACT:  The reality of investing is that many  winning  investments  take time to
materialize.  Most misleadingly,  Amylin criticizes the successes of my nominees
and me in three previous well  publicized  proxy contests where I have had large
investments namely Blockbuster,  Motorola and Yahoo! Ironically, these are three
instances  where I am perhaps most  pleased  with the value that Icahn  nominees
have added as directors.  In each of these cases,  my nominees joined the boards
as a result  of proxy  contests  and  despite  potential  worries,  by some,  of
disruption, in all three cases Icahn nominees have been unanimously re-nominated
for service by the incumbent boards. In addition, in all three cases I have been
a long term  shareholder  and currently own more shares than the day my nominees
joined the boards. (Let us compare this to Amylin's Chairman Joseph Cook who has
been an active seller of Amylin stock in recent years.)

Without  violating  boardroom  confidences,  I can  emphatically  state  that my
nominees have been constructive  additions to each of these boards. Amylin omits
to mention the following facts:

         Motorola: My nominees have served on the board of Motorola for slightly
         over 1 year.  During this period,  my nominees played an active role in
         recruiting  Dr.  Sanjay  Jha,  the former  Chief  Operating  Officer of
         Qualcomm  to  join  Motorola  as  Co-CEO.  Sanjay  is  responsible  for
         repositioning  Motorola's  Mobile  Device  business  - under  this  new
         leadership significant progress is being made. In addition, my nominees
         have  worked  with  Motorola's   management  and  board  to  assist  in
         Motorola's  efforts to  separate  its  mobile  devices  business  in as
         expeditious  a  manner  as  possible.  Finally,  my  nominees  were all
         unanimously  proposed for  re-election by the Motorola  board. It takes
         time to turn around a business  like  Motorola  which has long  product
         development  cycles;  however,  I am confident  that great strides have
         been achieved over the last 12 months and the  foundation has been laid
         for future profits. I am pleased that my nominees have helped to play a
         critical  role in this  effort.  Furthermore,  I believe the market has
         also  begun to  realize  that  there is a new  Motorola.  Year-to-date,
         despite a very difficult  macroeconomic  environment,  Motorola's share
         price has appreciated by over 30% - another fact Amylin omits.

         Yahoo!:  I and two other  nominees  have served on  Yahoo!'s  board for
         approximately  1 year.  During  this  period  at  Yahoo!  we have  been
         instrumental in and have been supportive of the significant  changes at
         the  Company.  Carol  Bartz has  replaced  Jerry  Yang,  the  Company's
         founder,  as CEO.  Carol brings a wealth of  management  experience  to
         Yahoo!  Furthermore,  during this period,  Yahoo!  has aggressively cut
         costs and been able to achieve consensus expectation for operating cash
         flow despite the worse add recession any of us can remember. Finally, I
         have been a public  and  private  advocate  of Yahoo!  entering  into a
         strategic  transaction  with Microsoft.  As a board member, I believe I
         have played a key role in helping to restore the  relationship  between
         Yahoo! and Microsoft and restarting appropriate discussions between the
         two. As in the case of Motorola,  my nominees have all been unanimously
         proposed for re-election to Yahoo!'s board.

         However,  Amylin omits to mention that Yahoo!  shares have appreciated
         over 20% year to date, driven in part by better than expected operating
         performance and new hopes of a strategic  relationship  with Microsoft.
         We believe the changes  mentioned  above,  which I and my nominees have
         strongly supported are now beginning to bear fruit.

         Blockbuster:   I  have  been  a  long-term  investor  and  director  of
         Blockbuster.  While I am not  content  with the  Company's  share price
         performance,  I take great pride in my  involvement  as a director  and
         have  put a great  deal of time and  effort  into  helping  Blockbuster
         address the cyclical  pressures their business model faces. I worked to
         replace  John  Antioco as CEO without the company  having to pay almost
         $50 million in severance.  Jim Keyes,  a proven retail CEO, was brought
         in to replace him and has made great  progress in growing  EBITDA.  The
         Company's EBITDA is  approximately  $300 million despite the challenges
         it faces.  Finally, I have played an active role in working with Jim to
         address and improve the financial  flexibility of the Company, for now,
         helping to overcome,  some very significant balance sheet issues during
         the current  credit  market  crisis.  I am confident  that I have added
         great value as a Blockbuster director.

Lastly,  Amylin misleadingly  criticizes my involvement in Federal Mogul where I
am  Chairman  and a  majority  shareholder.  This  has  been a  very  profitable
investment for me. I acquired the debt  securities of this company in bankruptcy
and  helped to  restructure  its  balance  sheet and  position  it as one of the
highest rated and financially  strong  automotive  companies in the world today.
Misleadingly,  they chose to highlight Federal Mogul's performance over the past
year and not since my  involvement  began.  Furthermore,  during  this  horrible
period of time in the automotive industry, Federal Mogul's operating results and
share price has significantly outperformed peers.

I have taken the time to detail the above  positions to set the record  straight
about our value as directors and to make the point that in most instances I am a
long-term  value  investor.  I have held many of my  positions  for years during
which  investors  made  billions of dollars.  When my nominees go on boards they
take their  responsibilities  and duties seriously.  We are owners who work with
management to create long-term sustainable value. I believe Amylin's Board could
use a dose of this discipline.

                                   Sincerely,

                                   Carl Icahn



ON MAY 6, 2009, THE  PARTICIPANTS  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. THOMAS F. DEUEL,  MAYU
SRIS,  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,  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  AMYLIN
PHARMACEUTICALS 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 TOLL FREE
AT 1-800-488-8075.