SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 13)*

Amylin Pharmaceuticals, Inc.
(Name of Issuer)

Common Stock, Par Value $.001
(Title of Class of Securities)

032346108
(CUSIP Number)

Keith Schaitkin, Esq.
Icahn Capital LP
767 Fifth Avenue, 47 th Floor
New York, New York 10153
(212) 702-4300

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

April 9, 2012
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  / /.

NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 

Item 1. Security and Issuer

The  Schedule  13D  filed with the Securities and Exchange Commission ("SEC") by the  Reporting  Persons  on  May  22,  2008  (as amended, the "Initial 13D"), as amended by Amendment No. 1 filed on September 12, 2008, Amendment No. 2 filed on January 29, 2009,  Amendment  No. 3 filed on January 30, 2009, Amendment No. 4 filed on February 5, 2009, Amendment No. 5 filed on April 9, 2009, Amendment No. 6  filed on April 15, 2009, Amendment No. 7 filed on April 21, 2009, Amendment No. 8 filed on April 22, 2009, Amendment No. 9 filed on April 30, 2009, Amendment No. 10 filed on May 14, 2009, Amendment No. 11 filed on January 25, 2010 and Amendment No. 12 filed on April 4, 2012 thereto, with respect to the shares of Common  Stock, par value $.001 (the "Shares"), issued by Amylin Pharmaceuticals, Inc., (the  "Issuer"),  is hereby amended to furnish the additional information  set  forth  herein.  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D. The address of the principal executive offices of the Issuer is 9360 Towne Centre Drive, San Diego, California 92121.


Item 4.  Purpose of the Transaction

Item 4 is hereby amended by the addition of the following:

                On April 9, 2012, Carl C. Icahn issued a press release regarding the Issuer, a copy of which is filed herewith as an exhibit and incorporated herein by reference.
 
Item 7.  Material to Be Filed as Exhibits

                Item 7 is hereby amended by the addition of the following:

1.  
Press Release dated April 9, 2012.

 
 
 

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 9, 2012

ICAHN PARTNERS MASTER FUND LP

By:    /s/ Edward E. Mattner
         Name: Edward E. Mattner
         Title: Authorized Signatory

ICAHN PARTNERS MASTER FUND II LP

By:   /s/ Edward E. Mattner
        Name: Edward E. Mattner
        Title: Authorized Signatory

ICAHN PARTNERS MASTER FUND III LP

By:   /s/ Edward E. Mattner
        Name: Edward E. Mattner
        Title: Authorized Signatory

ICAHN OFFSHORE LP

By:   /s/ Edward E. Mattner
        Name: Edward E. Mattner
        Title: Authorized Signatory

ICAHN PARTNERS LP

By:   /s/ Edward E. Mattner
        Name: Edward E. Mattner
        Title: Authorized Signatory

ICAHN ONSHORE LP

By:   /s/ Edward E. Mattner
        Name: Edward E. Mattner
        Title: Authorized Signatory
 
 
 
[Signature Page of Schedule 13D Amendment No. 13 – Amylin Pharmaceuticals, Inc.]

 
 
 



ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner

By:   /s/ SungHwan Cho
        Name: SungHwan Cho
        Title: Chief Financial Officer

IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner

By:   /s/ SungHwan Cho
        Name: SungHwan Cho
        Title: Chief Financial Officer


ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner

By:   /s/ SungHwan Cho
        Name: SungHwan Cho
        Title: Chief Financial Officer


 
 

[Signature Page of Schedule 13D Amendment No. 13 – Amylin Pharmaceuticals, Inc.]

 
 
 

ICAHN ENTERPRISES G.P. INC.
 
By:   /s/ SungHwan Cho
        Name: SungHwan Cho
        Title: Chief Financial Officer


BECKTON CORP.

By:   /s/ Edward E. Mattner
        Name: Edward E. Mattner
        Title: Authorized Signatory

[Signature Page of Schedule 13D Amendment No. 13 – Amylin Pharmaceuticals, Inc.]

 
 
 

Dated: April 9, 2012

/s/ Carl C. Icahn
CARL C. ICAHN







[Signature Page of Schedule 13D Amendment No. 13 – Amylin Pharmaceuticals, Inc.]

 
 
 

Exhibit 1


FOR IMMEDIATE RELEASE

Icahn Files Lawsuit Against Amylin Pharmaceuticals


Contact: Susan Gordon, (212) 702-4309

New York, New York, April 9 , 2012 – Carl C. Icahn today issued the following statement regarding Amylin Pharmaceuticals, Inc.:


The revelation of the Bristol-Myers bid, as well as the Board’s failure to disclose it and its subsequent issuance of 10% of the company at $15.62 per share on March 8 th and its issuance of options to executive officers at $16.02 per share on March 6 th (including 300,000 shares to President, CEO and Board member Daniel Bradbury), constitutes a dramatic change in circumstances requiring the Board to permit shareholders another opportunity to nominate directors and make proposals at the 2012 annual meeting of shareholders. Therefore, we demanded last week that the Board provide shareholders with a new 10-day period   within which to provide notice of nominations and proposals to Amylin. The Board ignored this request.

We therefore filed a complaint in Delaware this morning seeking an extension of the nomination deadline . The complaint alleges that Amylin is a company at a crossroads and that stockholders should be entitled to nominate a new slate of directors committed to pursuing a sale of the company. If successful, we intend to nominate a slate of directors that we hope will be able to focus the Board on being receptive to bids for the company rather than on diluting its owners.

We also delivered to Amylin last week a demand under Section 220 of the Delaware General Corporation Law for copies of Amylin’s books and records, so that we may examine the circumstances surrounding the reported Bristol-Myers Squibb proposal and the dilutive stock offering and option grants. These are matters that, in my opinion, shareholders are entitled to fully understand. Amylin is required to respond to this demand by Wednesday. If the company does not do so, we will be in court again. We believe the materials produced in response to this demand may well give rise to another lawsuit against the Board for breaches of its fiduciary duties .
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