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]

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[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by
     Rule 14a-6(e)(2))
[ ]  Definitive Proxy Statement
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[ ]  Soliciting Material Pursuant to Rule 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. 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 20, 2009, Carl C. Icahn issued the following press release.




For Immediate Release                                       Contact Susan Gordon
May 20, 2009                                                212 702-4309


                 THREE INDEPENDENT PROXY ADVISORY FIRMS SUPPORT
                   STOCKHOLDER NOMINEES IN AMYLIN PROXY FIGHT

New York,  New York - May 20,  2009 - Carl C. Icahn  announced  today that three
influential independent proxy voting advisory services, RiskMetrics Group, Glass
Lewis & Co and PROXY  Governance,  Inc., have recommended  that  stockholders of
Amylin  Pharmaceuticals,  Inc. (NASDAQ:  AMLN) support stockholder  nominees for
election to the Board of  Directors  of  Amylin's at the 2009 Annual  Meeting of
Stockholders.

     o    RiskMetrics  Group has recommended that Amylin  stockholders  vote FOR
          the  election  of our  nominee,  Dr.  Alexander  J. Denner and FOR the
          election of  Eastbourne  nominees,  Dr.  Kathleen  Behrens and Charles
          Fleischman.
     o    Glass Lewis & Co has recommended that Amylin stockholders vote FOR the
          election  of our  nominee  Dr.  Alexander  J.  Denner  and  Eastbourne
          nominees, Dr. Kathleen Behrens and Jay Sherwood.
     o    PROXY Governance,  Inc. has recommended  Amylin  stockholders vote FOR
          the election of our nominees,  Dr.  Alexander J. Denner and Dr. Thomas
          Deuel  and  Eastbourne   nominees,   Dr.  Kathleen  Behrens,   Charles
          Fleischman and Jay Sherwood.

In order to follow  any of the above  recommendations,  which were made by three
leading independent proxy voting advisory services,  stockholders CANNOT use the
blue proxy card since the names of the nominees of Icahn and  Eastbourne  cannot
be written in. To  reiterate,  stockholders  should NOT vote the blue proxy card
because the blue proxy card will NOT allow stockholders,  among other things, to
vote for either of our nominees (Dr. Alexander J. Denner and Dr. Thomas Deuel).

We urge stockholders to use our GOLD proxy card to elect Dr. Alexander J. Denner
and Dr. Thomas Deuel.  The GOLD proxy card will allow  stockholders  to vote for
Dr.  Alexander J. Denner and Dr. Thomas Deuel and will have the effect of voting
for the Eastbourne  nominees as well as the seven management  nominees described
thereon. If you wish to withhold authority for any of our nominees or any of the
nominees of Eastbourne or any of the seven management  nominees you may mark the
"for all except" box and write the name of the nominees you do not support.

Stockholders  are reminded that they CANNOT vote the blue proxy card to vote for
any of our  nominees  or any of the  nominees  of  Eastbourne  and are  urged to
support our nominees on our GOLD proxy card.

If you have any questions about voting your shares,  please call Edward McCarthy
or Richard Grubaugh of D.F. King & Co., Inc at (212) 269-5550.



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.