AMLN Amylin Pharmaceuticals, Inc. (MM)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  January 30, 2009

AMYLIN PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

9360 Towne Centre Drive

San Diego, California 92121

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code:  (858) 552-2200

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.13e-4(c))

Item 8.01.  Other Events.

On January 30, 2009, Amylin Pharmaceuticals, Inc. (“Amylin”) issued a press release confirming that it has received notice from Amylin shareholder Icahn Capital LP and affiliated funds that they plan to nominate a slate of five directors to stand for election at the company’s 2009 shareholder meeting and to submit a proposal for shareholder approval at the meeting requesting that the company reincorporate in the state of North Dakota.  Amylin also confirmed it received a separate notice from Amylin shareholder Black Bear Fund I, L.P. that it, together with its investment advisor Eastbourne Capital Management, L.L.C. and its controlling owner and managing member Richard J. Barry, also intends to nominate a separate slate of five directors to stand for election at the company’s 2009 stockholder meeting.

Amylin’s Corporate Governance Committee is engaged in a process to recommend a slate for election at the company’s annual meeting.  Once the process has been completed, Amylin’s Board of Directors will formally recommend a slate of nominees that it believes will act in the best interest of all shareholders.

 A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)           Exhibits.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

3

EXHIBIT INDEX

4