SCHEDULE 14A
                   Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934
                               (Amendment No. 1)


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   240.14a-12

                           Forest Laboratories, Inc.
                (Name of Registrant as Specified In Its Charter)

                               Icahn Partners LP
                         Icahn Partners Master Fund LP
                       Icahn Partners Master Fund II L.P.
                      Icahn Partners Master Fund III L.P.
                         High River Limited Partnership
                             Hopper Investments LLC
                                 Barberry Corp.
                                Icahn Onshore LP
                               Icahn Offshore LP
                               Icahn Capital L.P.
                                   IPH GP LLC
                        Icahn Enterprises Holdings L.P.
                          Icahn Enterprises G.P. Inc.
                                 Beckton Corp.
                                 Carl C. Icahn
                            Dr. Alexander J. Denner
                              Dr. Richard Mulligan
                          Professor Lucian A. Bebchuk
                                Dr. Eric J. Ende
    (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:



This  Schedule  14A  amends  and  restates,  in  its  entirety, the Schedule 14A
relating  to  Forest Laboratories, Inc. filed on June 17, 2011, by Carl C. Icahn
and  affiliated  entities  and  certain  other  persons.

SECURITY  HOLDERS  ARE  ADVISED  TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED  TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN AND HIS AFFILIATES FROM
THE STOCKHOLDERS OF FOREST LABORATORIES, INC. FOR USE AT ITS 2011 ANNUAL MEETING
WHEN  THEY  BECOME  AVAILABLE  BECAUSE  THEY WILL CONTAIN IMPORTANT INFORMATION,
INCLUDING  INFORMATION  RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION.
WHEN  COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED
TO  STOCKHOLDERS  OF  FOREST LABORATORIES, INC. 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 SUCH PROXY
SOLICITATION  IS  CONTAINED  IN  EXHIBIT  1.





                                                                       EXHIBIT 1


                                  Schedule 13D

                                 [see attached]



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

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

                           Forest Laboratories, Inc.
                                (Name of Issuer)

                         Common Stock, Par Value $0.10
                         (Title of Class of Securities)

                                   345838106
                                 (CUSIP Number)

                               Marc Weitzen, Esq.
                                Icahn Capital LP
                          767 Fifth Avenue, 47th Floor
                            New York, New York 10153
                                 (212) 702-4300
                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)

                                  June 7, 2011
            (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).



                                  SCHEDULE 13D

CUSIP  No.  345838106

1   NAME  OF  REPORTING  PERSON
      High  River  Limited  Partnership

2   CHECK  THE  APPROPRIATE  BOX  IF  A  MEMBER  OF  A  GROUP
      (a) / /
      (b) / /

3   SEC  USE  ONLY

4   SOURCE  OF  FUNDS
      WC

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
    2(d)  or  2(e)     /  /

6   CITIZENSHIP  OR  PLACE  OF  ORGANIZATION
      Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7   SOLE  VOTING  POWER
      3,979,168 (includes Shares underlying call options. See Item 5)

8   SHARED  VOTING  POWER
      0

9   SOLE  DISPOSITIVE  POWER
      3,979,168 (includes Shares underlying call options. See Item 5)

10  SHARED  DISPOSITIVE  POWER
      0

11  AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON
      3,979,168 (includes Shares underlying call options. See Item 5)

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    / /

13  PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (11)
      1.39%

14  TYPE  OF  REPORTING  PERSON
      PN



                                  SCHEDULE 13D

CUSIP No. 345838106

1   NAME  OF  REPORTING  PERSON
      Hopper  Investments  LLC

2   CHECK  THE  APPROPRIATE  BOX  IF  A  MEMBER  OF  A  GROUP
      (a) / /
      (b) / /

3   SEC  USE  ONLY

4   SOURCE  OF  FUNDS
      OO

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
    2(d)  or  2(e)     /  /

6   CITIZENSHIP  OR  PLACE  OF  ORGANIZATION
      Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7   SOLE  VOTING  POWER
      0

8   SHARED  VOTING  POWER
      3,979,168 (includes Shares underlying call options. See Item 5)

9   SOLE  DISPOSITIVE  POWER
      0

10  SHARED  DISPOSITIVE  POWER
      3,979,168 (includes Shares underlying call options. See Item 5)

11  AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON
      3,979,168 (includes Shares underlying call options. See Item 5)

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    / /

13  PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (11)
      1.39%

14  TYPE  OF  REPORTING  PERSON
      OO



                                  SCHEDULE 13D

CUSIP No. 345838106

1   NAME  OF  REPORTING  PERSON
      Barberry  Corp.

2   CHECK  THE  APPROPRIATE  BOX  IF  A  MEMBER  OF  A  GROUP
      (a) / /
      (b) / /

3   SEC  USE  ONLY

4   SOURCE  OF  FUNDS
      OO

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
    2(d)  or  2(e)     /  /

6   CITIZENSHIP  OR  PLACE  OF  ORGANIZATION
      Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7   SOLE  VOTING  POWER
      0

8   SHARED  VOTING  POWER
      3,979,168 (includes Shares underlying call options. See Item 5)

9   SOLE  DISPOSITIVE  POWER
      0

10  SHARED  DISPOSITIVE  POWER
      3,979,168 (includes Shares underlying call options. See Item 5)

11  AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON
      3,979,168 (includes Shares underlying call options. See Item 5)

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    / /

13  PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (11)
      1.39%

14  TYPE  OF  REPORTING  PERSON
      CO



                                  SCHEDULE 13D

CUSIP No. 345838106

1   NAME  OF  REPORTING  PERSON
      Icahn  Partners  Master  Fund  LP

2   CHECK  THE  APPROPRIATE  BOX  IF  A  MEMBER  OF  A  GROUP
      (a) / /
      (b) / /

3   SEC  USE  ONLY

4   SOURCE  OF  FUNDS
      WC

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
    2(d)  or  2(e)     /  /

6   CITIZENSHIP  OR  PLACE  OF  ORGANIZATION
      Cayman  Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7   SOLE  VOTING  POWER
      6,582,778  (includes  Shares  underlying  call  options.  See  Item  5)

8   SHARED  VOTING  POWER
      0

9   SOLE  DISPOSITIVE  POWER
      6,582,778 (includes Shares underlying call options. See Item 5)

10  SHARED  DISPOSITIVE  POWER
      0

11  AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON
      6,582,778 (includes Shares underlying call options. See Item 5)

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    / /

13  PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (11)
      2.30%

14  TYPE  OF  REPORTING  PERSON
      PN



                                  SCHEDULE 13D

CUSIP No. 345838106

1   NAME  OF  REPORTING  PERSON
      Icahn  Partners  Master  Fund  II  LP

2   CHECK  THE  APPROPRIATE  BOX  IF  A  MEMBER  OF  A  GROUP
      (a) / /
      (b) / /

3   SEC  USE  ONLY

4   SOURCE  OF  FUNDS
      WC

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
    2(d)  or  2(e)     /  /

6   CITIZENSHIP  OR  PLACE  OF  ORGANIZATION
      Cayman  Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7   SOLE  VOTING  POWER
      2,256,777  (includes  Shares  underlying  call  options.  See  Item  5)

8   SHARED  VOTING  POWER
      0

9   SOLE  DISPOSITIVE  POWER
      2,256,777  (includes  Shares  underlying  call  options.  See  Item  5)

10  SHARED  DISPOSITIVE  POWER
      0

11  AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON
      2,256,777 (includes Shares underlying call options. See Item 5)

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    / /

13  PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (11)
      0.79%

14  TYPE  OF  REPORTING  PERSON
      PN



                                  SCHEDULE 13D

CUSIP No. 345838106

1   NAME  OF  REPORTING  PERSON
      Icahn  Partners  Master  Fund  III  LP

2   CHECK  THE  APPROPRIATE  BOX  IF  A  MEMBER  OF  A  GROUP
      (a) / /
      (b) / /

3   SEC  USE  ONLY

4   SOURCE  OF  FUNDS
      WC

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
    2(d)  or  2(e)     /  /

6   CITIZENSHIP  OR  PLACE  OF  ORGANIZATION
      Cayman  Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7   SOLE  VOTING  POWER
      981,932  (includes  Shares  underlying  call  options.  See  Item  5)

8   SHARED  VOTING  POWER
      0

9   SOLE  DISPOSITIVE  POWER
      981,932 (includes Shares underlying call options. See Item 5)

10  SHARED  DISPOSITIVE  POWER
      0

11  AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON
      981,932 (includes Shares underlying call options. See Item 5)

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    / /

13  PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (11)
      0.34%

14  TYPE  OF  REPORTING  PERSON
      PN



                                  SCHEDULE 13D

CUSIP No. 345838106

1   NAME  OF  REPORTING  PERSON
      Icahn  Offshore  LP

2   CHECK  THE  APPROPRIATE  BOX  IF  A  MEMBER  OF  A  GROUP
      (a) / /
      (b) / /

3   SEC  USE  ONLY

4   SOURCE  OF  FUNDS
      OO

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
    2(d)  or  2(e)     /  /

6   CITIZENSHIP  OR  PLACE  OF  ORGANIZATION
      Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7   SOLE  VOTING  POWER
      0

8   SHARED  VOTING  POWER
      9,821,487 (includes Shares underlying call options. See Item 5)

9   SOLE  DISPOSITIVE  POWER
      0

10  SHARED  DISPOSITIVE  POWER
      9,821,487 (includes Shares underlying call options. See Item 5)

11  AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON
      9,821,487 (includes Shares underlying call options. See Item 5)

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    / /

13  PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (11)
      3.43%

14  TYPE  OF  REPORTING  PERSON
      PN



                                  SCHEDULE 13D

CUSIP No. 345838106

1   NAME  OF  REPORTING  PERSON
      Icahn  Partners  LP

2   CHECK  THE  APPROPRIATE  BOX  IF  A  MEMBER  OF  A  GROUP
      (a) / /
      (b) / /

3   SEC  USE  ONLY

4   SOURCE  OF  FUNDS
      WC

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
    2(d)  or  2(e)     /  /

6   CITIZENSHIP  OR  PLACE  OF  ORGANIZATION
      Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7   SOLE  VOTING  POWER
      6,095,186  (includes  Shares  underlying  call  options.  See  Item  5)

8   SHARED  VOTING  POWER
      0

9   SOLE  DISPOSITIVE  POWER
      6,095,186 (includes Shares underlying call options. See Item 5)

10  SHARED  DISPOSITIVE  POWER
      0

11  AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON
      6,095,186 (includes Shares underlying call options. See Item 5)

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    / /

13  PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (11)
      2.13%

14  TYPE  OF  REPORTING  PERSON
      PN



                                  SCHEDULE 13D

CUSIP No. 345838106

1   NAME  OF  REPORTING  PERSON
      Icahn  Onshore  LP

2   CHECK  THE  APPROPRIATE  BOX  IF  A  MEMBER  OF  A  GROUP
      (a) / /
      (b) / /

3   SEC  USE  ONLY

4   SOURCE  OF  FUNDS
      OO

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
    2(d)  or  2(e)     /  /

6   CITIZENSHIP  OR  PLACE  OF  ORGANIZATION
      Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7   SOLE  VOTING  POWER
      0

8   SHARED  VOTING  POWER
      6,095,186 (includes Shares underlying call options. See Item 5)

9   SOLE  DISPOSITIVE  POWER
      0

10  SHARED  DISPOSITIVE  POWER
      6,095,186 (includes Shares underlying call options. See Item 5)

11  AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON
      6,095,186 (includes Shares underlying call options. See Item 5)

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    / /

13  PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (11)
      2.13%

14  TYPE  OF  REPORTING  PERSON
      PN



                                  SCHEDULE 13D

CUSIP No. 345838106

1   NAME  OF  REPORTING  PERSON
      Icahn  Capital  LP

2   CHECK  THE  APPROPRIATE  BOX  IF  A  MEMBER  OF  A  GROUP
      (a) / /
      (b) / /

3   SEC  USE  ONLY

4   SOURCE  OF  FUNDS
      OO

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
    2(d)  or  2(e)     /  /

6   CITIZENSHIP  OR  PLACE  OF  ORGANIZATION
      Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7   SOLE  VOTING  POWER
      0

8   SHARED  VOTING  POWER
      15,916,673 (includes Shares underlying call options. See Item 5)

9   SOLE  DISPOSITIVE  POWER
      0

10  SHARED  DISPOSITIVE  POWER
      15,916,673 (includes Shares underlying call options. See Item 5)

11  AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON
      15,916,673 (includes Shares underlying call options. See Item 5)

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    / /

13  PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (11)
      5.56%

14  TYPE  OF  REPORTING  PERSON
      PN



                                  SCHEDULE 13D

CUSIP No. 345838106

1   NAME  OF  REPORTING  PERSON
      IPH  GP  LLC

2   CHECK  THE  APPROPRIATE  BOX  IF  A  MEMBER  OF  A  GROUP
      (a) / /
      (b) / /

3   SEC  USE  ONLY

4   SOURCE  OF  FUNDS
      OO

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
    2(d)  or  2(e)     /  /

6   CITIZENSHIP  OR  PLACE  OF  ORGANIZATION
      Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7   SOLE  VOTING  POWER
      0

8   SHARED  VOTING  POWER
      15,916,673 (includes Shares underlying call options. See Item 5)

9   SOLE  DISPOSITIVE  POWER
      0

10  SHARED  DISPOSITIVE  POWER
      15,916,673 (includes Shares underlying call options. See Item 5)

11  AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON
      15,916,673 (includes Shares underlying call options. See Item 5)

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    / /

13  PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (11)
      5.56%

14  TYPE  OF  REPORTING  PERSON
      OO



                                  SCHEDULE 13D

CUSIP No. 345838106

1   NAME  OF  REPORTING  PERSON
      Icahn  Enterprises  Holdings  L.P.

2   CHECK  THE  APPROPRIATE  BOX  IF  A  MEMBER  OF  A  GROUP
      (a) / /
      (b) / /

3   SEC  USE  ONLY

4   SOURCE  OF  FUNDS
      OO

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
    2(d)  or  2(e)     /  /

6   CITIZENSHIP  OR  PLACE  OF  ORGANIZATION
      Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7   SOLE  VOTING  POWER
      0

8   SHARED  VOTING  POWER
      15,916,673 (includes Shares underlying call options. See Item 5)

9   SOLE  DISPOSITIVE  POWER
      0

10  SHARED  DISPOSITIVE  POWER
      15,916,673 (includes Shares underlying call options. See Item 5)

11  AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON
      15,916,673 (includes Shares underlying call options. See Item 5)

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    / /

13  PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (11)
      5.56%

14  TYPE  OF  REPORTING  PERSON
      PN



                                  SCHEDULE 13D

CUSIP No. 345838106

1   NAME  OF  REPORTING  PERSON
      Icahn  Enterprises  G.P.  Inc.

2   CHECK  THE  APPROPRIATE  BOX  IF  A  MEMBER  OF  A  GROUP
      (a) / /
      (b) / /

3   SEC  USE  ONLY

4   SOURCE  OF  FUNDS
      OO

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
    2(d)  or  2(e)     /  /

6   CITIZENSHIP  OR  PLACE  OF  ORGANIZATION
      Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7   SOLE  VOTING  POWER
      0

8   SHARED  VOTING  POWER
      15,916,673 (includes Shares underlying call options. See Item 5)

9   SOLE  DISPOSITIVE  POWER
      0

10  SHARED  DISPOSITIVE  POWER
      15,916,673 (includes Shares underlying call options. See Item 5)

11  AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON
      15,916,673 (includes Shares underlying call options. See Item 5)

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    / /

13  PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (11)
      5.56%

14  TYPE  OF  REPORTING  PERSON
      CO



                                  SCHEDULE 13D

CUSIP No. 345838106

1   NAME  OF  REPORTING  PERSON
      Beckton  Corp.

2   CHECK  THE  APPROPRIATE  BOX  IF  A  MEMBER  OF  A  GROUP
      (a) / /
      (b) / /

3   SEC  USE  ONLY

4   SOURCE  OF  FUNDS
      OO

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
    2(d)  or  2(e)     /  /

6   CITIZENSHIP  OR  PLACE  OF  ORGANIZATION
      Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7   SOLE  VOTING  POWER
      0

8   SHARED  VOTING  POWER
      15,916,673  (includes  Shares  underlying  call  options.  See  Item  5)

9   SOLE  DISPOSITIVE  POWER
      0

10  SHARED  DISPOSITIVE  POWER
      15,916,673 (includes Shares underlying call options. See Item 5)

11  AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON
      15,916,673 (includes Shares underlying call options. See Item 5)

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    / /

13  PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (11)
      5.56%

14  TYPE  OF  REPORTING  PERSON
      CO



                                  SCHEDULE 13D

CUSIP No. 345838106

1   NAME  OF  REPORTING  PERSON
      Carl  C.  Icahn

2   CHECK  THE  APPROPRIATE  BOX  IF  A  MEMBER  OF  A  GROUP
      (a) / /
      (b) / /

3   SEC  USE  ONLY

4   SOURCE  OF  FUNDS
      OO

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
    2(d)  or  2(e)     /  /

6   CITIZENSHIP  OR  PLACE  OF  ORGANIZATION
      United  States  of  America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7   SOLE  VOTING  POWER
      0

8   SHARED  VOTING  POWER
      19,895,841 (includes Shares underlying call options. See Item 5)

9   SOLE  DISPOSITIVE  POWER
      0

10  SHARED  DISPOSITIVE  POWER
      19,895,841 (includes Shares underlying call options. See Item 5)

11  AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON
      19,895,841 (includes Shares underlying call options. See Item 5)

12  CHECK BOX IF THE  GGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    / /

13  PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (11)
      6.95%

14  TYPE  OF  REPORTING  PERSON
      IN



                                  SCHEDULE 13D

Item 1. Security and Issuer

     This statement relates to the Common Stock, par value $0.10 (the "Shares"),
issued by Forest Laboratories, Inc. (the "Issuer"). The address of the principal
executive  offices  of the Issuer is 909 Third Avenue, New York, New York 10022.

Item 2. Identity and Background

     The persons filing this statement are High River Limited Partnership ("High
River"),  Hopper  Investments LLC ("Hopper"), Barberry Corp. ("Barberry"), Icahn
Partners  Master  Fund  LP  ("Icahn  Master"),  Icahn Partners Master Fund II LP
("Icahn  Master  II"),  Icahn  Partners Master Fund III LP ("Icahn Master III"),
Icahn  Offshore  LP  ("Icahn  Offshore"),  Icahn Partners LP ("Icahn Partners"),
Icahn  Onshore  LP ("Icahn Onshore"), Icahn Capital LP ("Icahn Capital"), IPH GP
LLC  ("IPH"),  Icahn  Enterprises  Holdings L.P. ("Icahn Enterprises Holdings"),
Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), Beckton Corp. ("Beckton"),
and  Carl C. Icahn, a citizen of the United States of America (collectively, the
"Reporting  Persons").

     The principal business address of each of (i) High River, Hopper, Barberry,
Icahn  Offshore,  Icahn  Partners,  Icahn  Onshore,  Icahn  Capital,  IPH, Icahn
Enterprises  Holdings,  Icahn  Enterprises GP and Beckton is White Plains Plaza,
445  Hamilton  Avenue  -  Suite 1210, White Plains, NY 10601, (ii) Icahn Master,
Icahn Master II and Icahn Master III is c/o Walkers SPV Limited, P.O. Box 908GT,
87  Mary  Street, George Town, Grand Cayman, Cayman Islands, and (iii) Mr. Icahn
is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, NY 10153.

     Barberry is the sole member of Hopper, which is the general partner of High
River.  Icahn  Offshore  is  the  general partner of each of Icahn Master, Icahn
Master  II  and  Icahn Master III. Icahn Onshore is the general partner of Icahn
Partners.  Icahn  Capital  is  the general partner of each of Icahn Offshore and
Icahn  Onshore.  Icahn  Enterprises Holdings is the sole member of IPH, which is
the  general  partner of Icahn Capital. Beckton is the sole stockholder of Icahn
Enterprises GP, which is the general partner of Icahn Enterprises Holdings. Carl
C.  Icahn  is the sole stockholder of each of Barberry and Beckton. As such, Mr.
Icahn  is  in  a  position  indirectly  to  determine  the investment and voting
decisions  made  by each of the Reporting Persons. In addition, Mr. Icahn is the
indirect  holder  of  approximately  92.3%  of  the outstanding depositary units
representing  limited  partnership  interests  in Icahn Enterprises L.P. ("Icahn
Enterprises"). Icahn Enterprises GP is the general partner of Icahn Enterprises,
which  is  the  sole  limited  partner  of  Icahn  Enterprises  Holdings.

     Each  of  High  River  and Barberry is primarily engaged in the business of
investing  in securities. Hopper is primarily engaged in the business of serving
as  the  general  partner  of High River. Each of Icahn Master, Icahn Master II,
Icahn  Master  III  and  Icahn  Partners is primarily engaged in the business of
investing  in securities. Icahn Offshore is primarily engaged in the business of
serving  as  the  general  partner  of each of Icahn Master, Icahn Master II and
Icahn  Master III. Icahn Onshore is primarily engaged in the business of serving
as  the general partner of Icahn Partners. Icahn Capital is primarily engaged in
the  business  of  serving  as the general partner of each of Icahn Offshore and
Icahn  Onshore.  IPH  is  primarily  engaged  in  the business of serving as the
general  partner  of  Icahn  Capital.  Icahn  Enterprises  Holdings is primarily
engaged  in  the  business  of  holding  direct or indirect interests in various
operating  businesses. Icahn Enterprises GP is primarily engaged in the business
of  serving  as  the  general  partner  of  each  of Icahn Enterprises and Icahn
Enterprises  Holdings.  Beckton  is primarily engaged in the business of holding
the  capital  stock  of  Icahn  Enterprises  GP.

     Carl  C.  Icahn's  present principal occupation or employment is serving as
(i)  Chief  Executive  Officer of Icahn Capital LP, a wholly owned subsidiary of
Icahn  Enterprises,  through  which Mr. Icahn manages various private investment
funds,  including Icahn Partners, Icahn Master, Icahn Master II and Icahn Master
III,  (ii) Chairman of the Board of Icahn Enterprises GP, the general partner of
Icahn  Enterprises, a New York Stock Exchange listed diversified holding company
engaged  in  a  variety  of businesses, including investment management, metals,
automotive,  real  estate,  railcar,  food  packaging,  casino  gaming  and home
fashion,  and  (iii)  Chairman  of  the Board and a director of Starfire Holding
Corporation ("Starfire"), a holding company engaged in the business of investing
in  and/or  holding securities of various entities, and as Chairman of the Board
and  a  director  of  various  of  Starfire's  subsidiaries.

     The  name,  citizenship,  present  principal  occupation  or employment and
business address of each director and executive officer of the Reporting Persons
are  set  forth  in  Schedule  A  attached  hereto.

     None  of  the Reporting Persons nor any manager or executive officer of the
Reporting  Persons,  has,  during  the  past five years, (a) been convicted in a
criminal  proceeding  (excluding traffic violations or similar misdemeanors), or
(b)  been  a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment,  decree or final order enjoining future violations of, or prohibiting,
or  mandating  activities  subject  to,  Federal  or  State securities laws or a
finding  of  any  violation  with  respect  to  such  laws.

Item 3. Source and Amount of Funds or Other Consideration

     The  Reporting Persons hold, in the aggregate, 19,895,841 Shares (including
Shares underlying call options. See Item 5). The aggregate purchase price of the
Shares  purchased by the Reporting Persons collectively was approximately $316.9
million (including commissions and premiums for the options to purchase Shares).
The  source  of funding for the purchase of these Shares was the general working
capital  of  the  respective  purchasers.  The  Shares are held by the Reporting
Persons  in margin accounts together with other securities. Such margin accounts
may  from  time  to  time have debit balances. Part of the purchase price of the
Shares purchased by the Reporting Persons was obtained through margin borrowing.
As  of  the  close  of  business  on June 16, 2010, the indebtedness of (i) High
River's  margin  account  was approximately $234.0 million, (ii) Icahn Partners'
margin  account  was  approximately  $410.0 million, (iii) Icahn Master's margin
account  was approximately $404.6 million, (iv) Icahn Master II's margin account
was  approximately  $95.3 million, and (v) Icahn Master III's margin account was
approximately  $52.2  million.

Item 4. Purpose of Transaction

     The Reporting Persons acquired the Shares that they beneficially own in the
belief  that  the  Shares  were  undervalued.

     On  June  10,  2011, the Reporting Persons delivered a letter to the Issuer
(the  "Notification  Letter"), notifying the Issuer, as required by the Issuer's
bylaws,  that the Reporting Persons intend to appear at the Issuer's 2011 annual
meeting of stockholders to nominate and seek to elect the four individuals named
in  the  Notification Letter to the Issuer's nine-member board of directors. The
Reporting  Persons  believe  that  their  proposed  nominees  have  impressive
qualifications  and  that  their  experience,  including on other pharma boards,
would  be  extremely  beneficial to the Issuer and, therefore, its stockholders.
The  bios  of  these  proposed  nominees are included in the Notification Letter
filed  herewith.  On June 14, 2011, representatives of the Reporting Persons met
with  representatives  of the Issuer and discussed the Reporting Persons' desire
to  have  these  four persons elected to the Issuer's board and matters relevant
thereto.  No  agreements  or  understandings  resulted  from  that  meeting.

     The  Reporting  Persons  believe  that recent events concerning the Issuer,
together  with the declining performance of the Shares over the past 7 years and
the anticipated decline in the Issuer's results of operations due to the loss of
patent protection on Lexapro, the Issuer's most significant drug, also warrant a
change  in  the composition of the Issuer's board of directors. Additionally, in
2010,  the  Issuer  disclosed  that  it  pled guilty to a felony and misdemeanor
charges  and  paid in excess of $300 million to settle claims brought against it
by the US Department of Justice and US Attorney's Office. The Issuer stated that
these  matters  were resolved. However, this proved not to be the case. On April
13,  2011,  the  Issuer  publicly  disclosed  that on April 12, 2011, Mr. Howard
Solomon, the longtime Chairman and CEO of the Issuer, was notified by the Office
of  the  Inspector  General,  Department  of  Health  and  Human  Services  (the
"OIG-HHS")  that  the  OIG-HHS  was  commencing  an  action  to exclude him from
participating  in  federal  healthcare  programs  based  on the matters that the
Issuer  previously  disclosed  were  settled.  The Issuer stated that should the
OIG-HHS  ultimately  determine  that Mr. Solomon should be excluded, Mr. Solomon
would  be required to step down as an officer of the Issuer unless his exclusion
is  enjoined  by  legal  proceedings. The Issuer also disclosed on that same day
(just  one  day  after  receiving  the  notification  from the OIG-HHS) that Mr.
Solomon  plans to commence litigation to prevent any such exclusion and that the
Issuer will support such litigation by Mr. Solomon. The Issuer indicated that it
believes  that  these  actions  by  the  OIG-HHS  are  unprecedented.

In light of:

(i)   the  Issuer's  poor  performance  over  the  past  7  years;

(ii)  the Issuer's  failure  to  adequately  prepare  for  the expiration of the
      Lexapro patent, which will result in a serious diminution in revenues; and

(iii) the Issuer's expenditure of in excess of $300 million to ostensibly settle
      matters  that  continue  to  plague  the  Issuer,

the  Reporting  Persons  find it hard to understand why this board has indicated
that  it  will continue to spend the shareholders' money to fight the government
on  behalf  of  Mr.  Solomon. Therefore, on June 17, 2011, the Reporting Persons
made  a  request  to  the Issuer pursuant to Section 220 of the Delaware General
Corporation  Law  seeking  documents  relevant  to  the action by the OIG-HHS to
understand  this  board's  rationale  for its actions in these matters (the "220
Request"). The Reporting Persons may continue to seek to meet with the Issuer to
discuss  matters  relating  to the election of directors, the proposed exclusion
action  by the OIG-HHS and any other matters which the Reporting Persons believe
would  enhance  shareholder  value.

     The  Reporting  Persons  may,  from  time  to time and at any time, acquire
additional  Shares  and/or  other  equity,  debt,  notes,  instruments  or other
securities  and/or  derivative  securities  relating  thereto  (collectively,
"Securities")  of  the  Issuer in the open market or otherwise. They reserve the
right  to  dispose  of  any  or  all  of  their Securities in the open market or
otherwise,  at  any  time and from time to time, and to engage in any hedging or
similar  transactions  with  respect  to  the  Securities.

     A  copy  of  the  Notification  Letter  is filed herewith as an exhibit and
incorporated  herein  by  reference,  and  any  descriptions  herein  of  the
Notification  Letter  are  qualified  in  their  entirety  by  reference  to the
Notification  Letter.  A copy of the 220 Request is filed herewith as an exhibit
and  incorporated  herein  by  reference, and any descriptions herein of the 220
Request  are  qualified  in  their  entirety  by  reference  to the 220 Request.

SECURITY  HOLDERS  ARE  ADVISED  TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED  TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN AND HIS AFFILIATES FROM
THE STOCKHOLDERS OF FOREST LABORATORIES, INC. FOR USE AT ITS 2011 ANNUAL MEETING
WHEN  THEY  BECOME  AVAILABLE  BECAUSE  THEY WILL CONTAIN IMPORTANT INFORMATION,
INCLUDING  INFORMATION  RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION.
WHEN  COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED
TO  STOCKHOLDERS  OF  FOREST LABORATORIES, INC. AND WILL ALSO BE AVAILABLE AT NO
CHARGE  AT  THE  SECURITIES  AND  EXCHANGE  COMMISSION'S  WEBSITE  AT
HTTP://WWW.SEC.GOV.

Item 5. Interest in Securities of the Issuer

     For purposes of this Schedule 13D:

     (a)  The  Reporting  Persons  may  be  deemed  to  beneficially own, in the
aggregate,  19,895,841  Shares  (including  Shares  underlying  call  options),
representing  approximately 6.95% of the Issuer's outstanding Shares (based upon
the 286,162,661 Shares stated to be outstanding as of May 25, 2011 by the Issuer
in  the  Issuer's Form 10-K filed with the Securities and Exchange Commission on
May  27,  2011).

     (b) High River has sole voting power and sole dispositive power with regard
to  3,979,168 Shares (including Shares underlying call options). Each of Hopper,
Barberry and Mr. Icahn has shared voting power and shared dispositive power with
regard  to  such Shares. Icahn Master has sole voting power and sole dispositive
power  with  regard  to  6,582,778  Shares  (including  Shares  underlying  call
options).  Each  of  Icahn  Offshore,  Icahn  Capital,  IPH,  Icahn  Enterprises
Holdings,  Icahn  Enterprises  GP, Beckton and Mr. Icahn has shared voting power
and  shared  dispositive  power  with regard to such Shares. Icahn Master II has
sole  voting  power  and  sole dispositive power with regard to 2,256,777 Shares
(including  Shares  underlying  call  options).  Each  of  Icahn Offshore, Icahn
Capital,  IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr.
Icahn  has  shared voting power and shared dispositive power with regard to such
Shares.  Icahn  Master III has sole voting power and sole dispositive power with
regard  to  981,932  Shares  (including Shares underlying call options). Each of
Icahn  Offshore,  Icahn  Capital,  IPH,  Icahn  Enterprises  Holdings,  Icahn
Enterprises  GP,  Beckton  and  Mr.  Icahn  has  shared  voting power and shared
dispositive  power  with  regard  to such Shares. Icahn Partners has sole voting
power  and  sole  dispositive  power  with regard to 6,095,186 Shares (including
Shares  underlying  call  options).  Each  of Icahn Onshore, Icahn Capital, IPH,
Icahn  Enterprises  Holdings,  Icahn  Enterprises  GP, Beckton and Mr. Icahn has
shared  voting  power  and  shared dispositive power with regard to such Shares.

     Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to
High  River  (as  disclosed in Item 2), may be deemed to indirectly beneficially
own  (as that term is defined in Rule 13d-3 under the Act) the Shares which High
River  directly  beneficially  owns.  Each  of  Hopper,  Barberry  and Mr. Icahn
disclaims  beneficial  ownership  of such Shares for all other purposes. Each of
Icahn  Offshore,  Icahn  Capital,  IPH,  Icahn  Enterprises  Holdings,  Icahn
Enterprises  GP, Beckton and Mr. Icahn, by virtue of their relationships to each
of  Icahn Master, Icahn Master II and Icahn Master III (as disclosed in Item 2),
may  be  deemed  to indirectly beneficially own (as that term is defined in Rule
13d-3  under the Act) the Shares which each of Icahn Master, Icahn Master II and
Icahn  Master  III  directly  beneficially  owns.  Each of Icahn Offshore, Icahn
Capital,  IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr.
Icahn disclaims beneficial ownership of such Shares for all other purposes. Each
of  Icahn  Onshore,  Icahn  Capital,  IPH,  Icahn  Enterprises  Holdings,  Icahn
Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn
Partners  (as disclosed in Item 2), may be deemed to indirectly beneficially own
(as  that  term  is  defined in Rule 13d-3 under the Act) the Shares which Icahn
Partners  directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH,
Icahn  Enterprises  Holdings,  Icahn  Enterprises  GP,  Beckton  and  Mr.  Icahn
disclaims  beneficial  ownership  of  such  Shares  for  all  other  purposes.

     (c)  The following table sets forth all transactions with respect to Shares
effected  during  the  past  sixty  (60)  days  by any of the Reporting Persons,
inclusive of any transactions effected through 5:00 p.m., New York City time, on
June  17,  2011.  Except  as  otherwise  noted below, all such transactions were
purchases  of  Shares  effected  in  the  open  market,  and  the table includes
commissions  paid  in  per  share  prices.

Name of                Date of               Amount of          Price Per
Reporting              Transaction           Securities         Share
Person
----------------       -----------           ----------         ----------
High River               4/26/2011            66,354(1)           12.30(2)
High River               4/27/2011            30,488(1)           11.86(2)
High River               4/28/2011               320(1)           11.88(2)
High River               4/29/2011            65,980(1)           11.96(2)
High River               5/12/2011           127,227(1)           12.38(2)
High River               5/13/2011           101,298(1)           12.99(2)
High River               5/16/2011             1,329(1)           12.96(2)
High River               5/17/2011            24,003(1)           12.98(2)
High River               5/18/2011           175,365(1)           13.65(2)
High River               5/19/2011           222,287(1)           13.96(2)
High River               5/20/2011           222,384(1)           14.07(2)
High River               5/23/2011           155,759(1)           13.54(2)
High River               5/24/2011            87,833(1)           13.70(2)
High River               5/25/2011           162,407(1)           13.95(2)
High River               5/26/2011           112,860(1)           14.15(2)
High River                6/1/2011            12,394(1)           14.27(2)
High River                6/2/2011            42,836(1)           14.26(2)
High River                6/3/2011           446,401(1)           15.50(2)
High River                6/6/2011            95,000(1)           15.31(2)
High River                6/7/2011           262,741(1)           15.63(2)
High River                6/8/2011           219,098(1)           15.76(2)
High River                6/9/2011           362,519(1)           16.46(2)
High River               6/10/2011           279,047(1)           16.65(2)

Icahn Partners           4/26/2011           103,149(1)           12.30(2)
Icahn Partners           4/27/2011            46,839(1)           11.86(2)
Icahn Partners           4/28/2011               493(1)           11.88(2)
Icahn Partners           4/29/2011           101,370(1)           11.96(2)
Icahn Partners           5/12/2011           191,068(1)           12.38(2)
Icahn Partners           5/13/2011           155,182(1)           12.99(2)
Icahn Partners           5/16/2011             2,035(1)           12.96(2)
Icahn Partners           5/17/2011            36,771(1)           12.98(2)
Icahn Partners           5/18/2011           268,648(1)           13.65(2)
Icahn Partners           5/19/2011           340,528(1)           13.96(2)
Icahn Partners           5/20/2011           340,677(1)           14.07(2)
Icahn Partners           5/23/2011           238,613(1)           13.54(2)
Icahn Partners           5/24/2011           134,553(1)           13.70(2)
Icahn Partners           5/25/2011           248,797(1)           13.95(2)
Icahn Partners           5/26/2011           172,894(1)           14.15(2)
Icahn Partners            6/1/2011            18,626(1)           14.27(2)
Icahn Partners            6/2/2011            65,615(1)           14.26(2)
Icahn Partners            6/3/2011           683,786(1)           15.50(2)
Icahn Partners            6/6/2011           145,518(1)           15.31(2)
Icahn Partners            6/7/2011           402,460(1)           15.63(2)
Icahn Partners            6/8/2011           335,608(1)           15.76(2)
Icahn Partners            6/9/2011           555,298(1)           16.46(2)
Icahn Partners           6/10/2011           427,437(1)           16.65(2)

Icahn Master             4/26/2011            78,757(1)           12.30(2)
Icahn Master             4/27/2011            50,095(1)           11.86(2)
Icahn Master             4/28/2011               526(1)           11.88(2)
Icahn Master             4/29/2011           108,417(1)           11.96(2)
Icahn Master             5/12/2011           219,672(1)           12.38(2)
Icahn Master             5/13/2011           167,531(1)           12.99(2)
Icahn Master             5/16/2011             2,197(1)           12.96(2)
Icahn Master             5/17/2011            39,698(1)           12.98(2)
Icahn Master             5/18/2011           290,025(1)           13.65(2)
Icahn Master             5/19/2011           367,627(1)           13.96(2)
Icahn Master             5/20/2011           367,787(1)           14.07(2)
Icahn Master             5/23/2011           257,602(1)           13.54(2)
Icahn Master             5/24/2011           145,261(1)           13.70(2)
Icahn Master             5/25/2011           268,594(1)           13.95(2)
Icahn Master             5/26/2011           186,653(1)           14.15(2)
Icahn Master              6/1/2011            21,565(1)           14.27(2)
Icahn Master              6/2/2011            70,863(1)           14.26(2)
Icahn Master              6/3/2011           738,486(1)           15.50(2)
Icahn Master              6/6/2011           157,160(1)           15.31(2)
Icahn Master              6/7/2011           434,655(1)           15.63(2)
Icahn Master              6/8/2011           362,455(1)           15.76(2)
Icahn Master              6/9/2011           599,720(1)           16.46(2)
Icahn Master             6/10/2011           461,630(1)           16.65(2)

Icahn  Master II         4/26/2011            71,564(1)           12.30(2)
Icahn  Master II         4/27/2011            17,447(1)           11.86(2)
Icahn  Master II         4/28/2011               182(1)           11.88(2)
Icahn  Master II         4/29/2011            37,753(1)           11.96(2)
Icahn  Master II         5/12/2011            68,223(1)           12.38(2)
Icahn  Master II         5/13/2011            57,497(1)           12.99(2)
Icahn  Master II         5/16/2011               755(1)           12.96(2)
Icahn  Master II         5/17/2011            13,624(1)           12.98(2)
Icahn  Master II         5/18/2011            99,536(1)           13.65(2)
Icahn  Master II         5/19/2011           126,170(1)           13.96(2)
Icahn  Master II         5/20/2011           126,226(1)           14.07(2)
Icahn  Master II         5/23/2011            88,408(1)           13.54(2)
Icahn  Master II         5/24/2011            49,853(1)           13.70(2)
Icahn  Master II         5/25/2011            92,180(1)           13.95(2)
Icahn  Master II         5/26/2011            64,059(1)           14.15(2)
Icahn  Master II          6/1/2011             6,014(1)           14.27(2)
Icahn  Master II          6/2/2011            24,296(1)           14.26(2)
Icahn  Master II          6/3/2011           253,176(1)           15.50(2)
Icahn  Master II          6/6/2011            53,880(1)           15.31(2)
Icahn  Master II          6/7/2011           149,013(1)           15.63(2)
Icahn  Master II          6/8/2011           124,261(1)           15.76(2)
Icahn  Master II          6/9/2011           205,601(1)           16.46(2)
Icahn  Master II         6/10/2011           158,261(1)           16.65(2)

Icahn  Master III        4/26/2011            11,944(1)           12.30(2)
Icahn  Master III        4/27/2011             7,569(1)           11.86(2)
Icahn  Master III        4/28/2011                79(1)           11.88(2)
Icahn  Master III        4/29/2011            16,382(1)           11.96(2)
Icahn  Master III        5/12/2011            29,945(1)           12.38(2)
Icahn  Master III        5/13/2011            24,984(1)           12.99(2)
Icahn  Master III        5/16/2011               327(1)           12.96(2)
Icahn  Master III        5/17/2011             5,921(1)           12.98(2)
Icahn  Master III        5/18/2011            43,250(1)           13.65(2)
Icahn  Master III        5/19/2011            54,822(1)           13.96(2)
Icahn  Master III        5/20/2011            54,846(1)           14.07(2)
Icahn  Master III        5/23/2011            38,415(1)           13.54(2)
Icahn  Master III        5/24/2011            21,663(1)           13.70(2)
Icahn  Master III        5/25/2011            40,055(1)           13.95(2)
Icahn  Master III        5/26/2011            27,833(1)           14.15(2)
Icahn  Master III         6/1/2011             3,373(1)           14.27(2)
Icahn  Master III         6/2/2011            10,570(1)           14.26(2)
Icahn  Master III         6/3/2011           110,158(1)           15.50(2)
Icahn  Master III         6/6/2011            23,442(1)           15.31(2)
Icahn  Master III         6/7/2011            64,836(1)           15.63(2)
Icahn  Master III         6/8/2011            54,066(1)           15.76(2)
Icahn  Master III         6/9/2011            89,459(1)           16.46(2)
Icahn  Master III        6/10/2011            68,860(1)           16.65(2)
_________________________
(1)  Represents  shares  underlying American-style call options purchased by the
     applicable  Reporting  Person  in  the  over the counter market. These call
     options  expire  on  March  7,  2013.

(2)  This  amount  represents  the  cost  of  an  applicable American-style call
     option  to  purchase  one Share. The per share exercise price of these call
     options  is $21.25. This exercise price will be adjusted to account for any
     dividends  or  other distributions declared by the Issuer prior to exercise
     of  the  options.


Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
        Securities of the Issuer

Call Options
------------
     The  Reporting  Persons  purchased,  in  the  over  the  counter  market,
American-style call options referencing an aggregate of 17,830,376 Shares, which
expire  on March 7, 2013. The agreements provide for physical settlement (unless
the  Reporting  Person opts for a cash settlement). These agreements do not give
the  Reporting  Persons  direct  or  indirect  voting, investment or dispositive
control  over  the Shares to which these agreements relate. These agreements are
further  described  in  Item  5(c).

Put Options
-----------
     The  Reporting  Persons  have  sold,  in  the  over  the  counter  market,
European-style  put options referencing an aggregate of 17,830,376 Shares, which
expire  on  the  earlier of March 7, 2013 or the date on which the corresponding
American-style  call  option described above in this Item 6 is exercised, for an
aggregate  consideration  of  $178,303.76,  in cash. The agreements provide that
they  settle  in cash. These agreements do not give the Reporting Persons direct
or  indirect  voting, investment or dispositive control over the Shares to which
these  agreements  relate.

     Except as otherwise described herein, there are no contracts, arrangements,
understandings  or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
the  Issuer,  including  but  not  limited  to  transfer or voting of any of the
securities,  finder's fees, joint ventures, loan or option arrangements, puts or
calls,  guarantees  of  profits,  division  of profits or loss, or the giving or
withholding  of  proxies.

Agreement with Alexander Denner
-------------------------------

     Pursuant to (i) an agreement, dated as of June 10, 2011, by and among Icahn
Enterprises  LP,  Icahn Enterprises Holdings LP and Alexander J. Denner and (ii)
an  agreement,  dated  as  of  June  10,  2011, by and between Carl C. Icahn and
Alexander  J.  Denner,  Alexander  J. Denner has a participatory interest in the
profits  attributable  to the Shares beneficially owned by the Reporting Persons
and  their  affiliates  equal to 5% of an amount equal to (x) such profits minus
(y)  an amount equal to a return on the Reporting Persons' and their affiliates'
investment  in  the  Shares  of  8%  per  annum,  compounded  annually.

Item 7. Material to be Filed as Exhibits

1.   Joint  Filing  Agreement  of  the  Reporting  Persons
2.   The  Notification  Letter
3.   The  220  Request



                                   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: June 17, 2011


ICAHN  PARTNERS  MASTER  FUND  LP
ICAHN  PARTNERS  MASTER  FUND  II  LP
ICAHN  PARTNERS  MASTER  FUND  III  LP
ICAHN  OFFSHORE  LP
ICAHN  PARTNERS  LP
ICAHN  ONSHORE  LP
BECKTON  CORP.
HOPPER  INVESTMENTS  LLC
BARBERRY  CORP.
HIGH  RIVER  LIMITED  PARTNERSHIP
     By:  Hopper  Investments  LLC,  general  partner

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


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


By:  /s/ Dominick  Ragone
     --------------------
     Name:  Dominick  Ragone
     Title:  Chief  Financial  Officer








/s/  Carl  C.  Icahn
--------------------
CARL  C.  ICAHN




                                                                       EXHIBIT 1

                             JOINT FILING AGREEMENT

     In  accordance  with  Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each  of them of a statement on Schedule 13D (including amendments thereto) with
respect to the Common Stock of Lawson Software, Inc. and further agree that this
Joint  Filing  Agreement  be  included  as  an Exhibit to such joint filings. In
evidence  thereof,  the  undersigned,  being duly authorized, have executed this
Joint  Filing  Agreement  this  17th  day  of  June,  2011.


ICAHN  PARTNERS  MASTER  FUND  LP
ICAHN  PARTNERS  MASTER  FUND  II  LP
ICAHN  PARTNERS  MASTER  FUND  III  LP
ICAHN  OFFSHORE  LP
ICAHN  PARTNERS  LP
ICAHN  ONSHORE  LP
BECKTON  CORP.
HOPPER  INVESTMENTS  LLC
BARBERRY  CORP.
HIGH  RIVER  LIMITED  PARTNERSHIP
     By:  Hopper  Investments  LLC,  general  partner

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


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


By:  /s/ Dominick  Ragone
     --------------------
     Name:  Dominick  Ragone
     Title:  Chief  Financial  Officer






/s/  Carl  C.  Icahn
--------------------
CARL  C.  ICAHN






                                   SCHEDULE A

           DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS

     The  following  sets  forth the name, position, and principal occupation of
each  director and executive officer of each of the Reporting Persons. Each such
person  is  a  citizen  of  the  United  States  of America. Except as otherwise
indicated,  the  business  address  of  each  director  and officer is c/o Icahn
Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153. To the
best  of the Reporting Persons' knowledge, except as set forth in this statement
on  Schedule  13D,  none of the directors or executive officers of the Reporting
Persons  own  any  Shares.


ICAHN  PARTNERS  MASTER  FUND  LP
ICAHN  PARTNERS  MASTER  FUND  II  LP
ICAHN  PARTNERS  MASTER  FUND  III  LP
Name                                    Position
----                                    --------
Icahn  Offshore  LP                     General  Partner
Carl  C.  Icahn                         Chief  Executive  Officer
Vincent  J.  Intrieri                   Senior  Managing  Director
Irene  March                            Chief  Financial  Officer
Edward  E.  Mattner                     Authorized  Signatory
Gail  Golden                            Authorized  Signatory
Keith  Cozza                            Chief  Compliance  Officer


ICAHN  PARTNERS  LP
Name                                    Position
----                                    --------
Icahn  Onshore  LP                      General  Partner
Carl  C.  Icahn                         Chief  Executive  Officer
Vincent  J.  Intrieri                   Senior  Managing  Director
Irene  March                            Chief  Financial  Officer
Edward  E.  Mattner                     Authorized  Signatory
Gail  Golden                            Authorized  Signatory
Keith  Cozza                            Chief  Compliance  Officer


ICAHN  ONSHORE  LP
ICAHN  OFFSHORE  LP
Name                                    Position
----                                    --------
Icahn  Capital  LP                      General  Partner
Carl  C.  Icahn                         Chief  Executive  Officer
Vincent  J.  Intrieri                   Senior  Managing  Director
Irene  March                            Chief  Financial  Officer
Edward  E.  Mattner                     Authorized  Signatory
Gail  Golden                            Authorized  Signatory
Keith  Cozza                            Chief  Compliance  Officer


ICAHN  CAPITAL  LP
Name                                    Position
----                                    --------
IPH GP LLC                              General Partner
Carl  C.  Icahn                         Chief  Executive  Officer
Vincent  J.  Intrieri                   Senior  Managing  Director
Irene  March                            Chief  Financial  Officer
Edward  E.  Mattner                     Authorized  Signatory
Gail  Golden                            Authorized  Signatory
Keith  Cozza                            Chief  Compliance  Officer


IPH  GP  LLC
Name                                    Position
----                                    --------
Icahn Enterprises Holdings L.P.         Sole Member
Carl  C.  Icahn                         Chief  Executive  Officer
Vincent  J.  Intrieri                   Senior  Managing  Director
Dominick  Ragone                        Chief  Financial  Officer
Edward  E.  Mattner                     Authorized  Signatory
Gail  Golden                            Authorized  Signatory
Keith  Cozza                            Chief  Compliance  Officer


ICAHN ENTERPRISES HOLDINGS L.P.
Name                                    Position
----                                    --------
Icahn Enterprises G.P. Inc.             General Partner


ICAHN ENTERPRISES G.P. INC.
Name                                    Position
----                                    --------
Carl C. Icahn                           Chairman
Daniel A. Ninivaggi                     President
William A. Leidesdorf                   Director
Jack G. Wasserman                       Director
James L. Nelson                         Director
Vincent J. Intrieri                     Director
Dominick Ragone                         Chief Financial Officer
Felicia P. Buebel                       Assistant Secretary
Craig Pettit                            Vice President/Taxes


BECKTON CORP.
Name                                    Position
----                                    --------
Carl C. Icahn                           Chairman of the Board; President
Jordan Bleznick                         Vice President/Taxes
Edward E. Mattner                       Authorized Signatory
Keith Cozza                             Secretary; Treasurer


HIGH RIVER LIMITED PARTNERSHIP
Name                                    Position
----                                    --------
Hopper Investments LLC                  General Partner


HOPPER INVESTMENTS LLC
Name                                    Position
----                                    --------
Barberry Corp                           General Partner
Edward E. Mattner                       Authorized Signatory


BARBERRY CORP.
Name                                    Position
----                                    --------
Carl C. Icahn                           Chairman of the Board; President
Gail Golden                             Vice President; Authorized Signatory
Jordan Bleznick                         Vice President/Taxes
Vincent J. Intrieri                     Vice President; Authorized Signatory
Irene March                             Authorized Signatory
Edward E. Mattner                       Authorized Signatory
Keith Cozza                             Secretary; Treasurer



                                                                       EXHIBIT 2

                         HIGH RIVER LIMITED PARTNERSHIP
                           c/o Icahn Associates Corp.
                          767 Fifth Avenue, 47th Floor
                               New York, NY 10153

                                 June 10, 2011

VIA HAND DELIVERY, EMAIL AND FACSIMILE
--------------------------------------
Forest  Laboratories,  Inc.
909  Third  Avenue
New  York,  NY  10022
Attention:  Corporate  Secretary

Re:  Stockholders' Notice of Nominations of Persons for Election as Directors
     at the 2011 Annual Meeting of Stockholders ofForest Laboratories, Inc.
     (the "Corporation")
     ------------------------------------------------------------------------

Ladies and Gentlemen:

     High  River  Limited  Partnership,  a  Delaware  limited partnership ("High
River"  or the "Record Holder" hereby submits this notice (this "Notice") on the
date hereof pursuant to the requirements (the "Bylaw Requirements") set forth in
the  Amended and Restated Bylaws of the Corporation (the "Bylaws") of its intent
to  nominate  each  person  on  the  Slate  (as  defined  below) for election as
directors  of  the Corporation at the 2011 annual meeting of stockholders of the
Corporation  (the  "Annual  Meeting"), or any special meeting of stockholders of
the  Corporation  called  for a similar purpose. This Notice is submitted by the
Record  Holder  and on behalf of the Direct Beneficial Owners and the Beneficial
Owners  (as  defined  in  Annex  A).

     As of the close of business on June 9, 2011, (i) High River represents that
it  is  the  holder of record of, and is entitled to vote, 1000 shares of Common
Stock,  $0.10 par value per share, of the Corporation (the "Shares") and that it
is the direct beneficial owner of 3,700,121 Shares (including the 1000 Shares of
which  High  River  is  the  stockholder  of  record); (ii) Icahn Partners LP, a
Delaware  limited  partnership  ("Icahn  Partners"),  represents  that it is the
direct  beneficial  owner  of  5,667,749 Shares and that it is not the holder of
record  of  any  Shares;  (iii)  Icahn Partners Master Fund LP, a Cayman Islands
exempted  limited partnership ("Icahn Master"), represents that it is the direct
beneficial  owner of 6,121,148 Shares and that it is not the holder of record of
any  Shares;  (iv) Icahn Partners Master Fund II L.P., a Cayman Islands exempted
limited  partnership  ("Icahn  Master  II"),  represents  that  it is the direct
beneficial  owner of 2,098,516 Shares and that it is not the holder of record of
any  Shares;  (v) Icahn Partners Master Fund III L.P., a Cayman Islands exempted
limited  partnership ("Icahn Master III" and collectively with High River, Icahn
Partners,  Icahn  Master  and Icahn Master III, the "Direct Beneficial Owners"),
represents  that it is the direct beneficial owner of 913,072 Shares and that it
is  not the holder of record of any Shares; in each case as further described in
Annex  A.  Carl  C.  Icahn,  by  virtue of his relationship to High River, Icahn
Partners,  Icahn  Master,  Icahn  Master  II  and  Icahn Master III is deemed to
beneficially own (as that term is defined in Rule 13d-3 of the Securities Act of
1933,  as  amended)  the  Shares which High River, Icahn Partners, Icahn Master,
Icahn  Master  II  and  Icahn  Master  III directly beneficially own, as further
described  in  Annex  A.

     The address of Icahn Partners is 767 Fifth Avenue, 47th Floor, New York, NY
10153.  The  address of Icahn Master is c/o Walkers SPV Limited, P.O. Box 908GT,
87  Mary Street, George Town, Grand Cayman, Cayman Islands. The address of Icahn
Master II is c/o Walkers SPV Limited, Walker House, 87 Mary Street, George Town,
Grand  Cayman  KY1-9002,  Cayman Islands. The address of Icahn Master III is c/o
Walkers  SPV  Limited,  Walker  House, 87 Mary Street, George Town, Grand Cayman
KY1-9002,  Cayman  Islands.  The address of High River is 767 Fifth Avenue, 47th
Floor,  New  York, NY 10153. Each of Icahn Master, Icahn Master II, Icahn Master
III,  Icahn  Partners  and  High  River  is primarily engaged in the business of
investing in securities. High River believes that its name and address set forth
above  is  the  name  and  address  for  the  Record  Holder that appears on the
Corporation's  books.

     The  Record Holder hereby represents that it intends to appear in person or
by  proxy  at  the  Annual  Meeting to nominate for election as directors of the
Corporation  the  following  persons  (each,  a  "Nominee" and collectively, the
"Slate"):

                            Dr. Alexander J. Denner
                              Dr. Richard Mulligan
                          Professor Lucian A. Bebchuk
                                Dr. Eric J. Ende

     Dr. Denner has an accomplished record in improving the operations, research
and  development  of biotech companies. Dr. Mulligan is an internationally known
expert  in  genetics  and gene therapy. Professor Bebchuk is a Professor of Law,
Economics,  and  Finance  and Director of the Program on Corporate Governance at
Harvard  Law  School.  He  is  one  of the nation's leading corporate governance
experts.  Dr.  Ende  is  a  successful  analyst  and  consultant  with extensive
financial  expertise  and a strong understanding of the pharmaceutical industry.
The  Record  Holder believes that these experts' knowledge of science, medicine,
corporate  governance,  finance  and  business  will  significantly  improve the
science,  corporate  governance and business expertise of the Board of Directors
of  the  Corporation.  The  Record  Holder  also believes that each nominee is a
strong  stockholder-oriented  individual  who  will  help  represent  the  best
interests  of  the  Corporation's  stockholders.

     In  this  Notice: (i) certain information relating to the Direct Beneficial
Owners  and  the Beneficial Owner(s) (as defined in Annex A) is set forth in the
body  of  this Notice and Annex A and Annex B; (ii) certain information relating
to  each  Nominee is set forth in the body of this Notice and Annex B; and (iii)
(A)  the  written  consent  of  each  Nominee  both to the disclosure of certain
information  relating to such Nominee in any applicable solicitation made by the
Corporation  (as  required  by  the  Bylaws)  and  to  being  named in the proxy
statement as a nominee and to serve as a director if elected and (B) a statement
from  each  Nominee  that,  if elected, such Nominee intends to tender, promptly
following  such  Nominee's  election  or  reelection, an irrevocable resignation
effective  upon  such  Nominee's  failure  to  receive  the  required  vote  for
reelection  at  the next meeting at which such Nominee would face reelection and
upon  acceptance  of  such  resignation  by  the  board  of  directors  of  the
Corporation,  in  accordance  with  the Corporation's Board Practice on Director
Elections,  is attached as Annex C. Each Nominee (other than Dr. Denner) is also
party  to  an  agreement  substantially  in the form attached hereto as Annex D,
pursuant  to  which  Icahn  Capital  LP,  an affiliate of the Record Holder, has
agreed  to  pay  certain fees to such Nominee and to indemnify such Nominee with
respect  to  certain costs incurred by such Nominee in connection with the proxy
contest  relating  to  the  Annual  Meeting  (the  "Nominee  Agreement").

     Each  Nominee, Direct Beneficial Owner and Beneficial Owner has an interest
in  the  election  of  directors  at  the  Annual  Meeting:  (i) directly and/or
indirectly  through the beneficial ownership (if any) of Shares, as described on
Annex  A  and  any  applicable attachments thereto, (ii) pursuant to the Nominee
Agreement,  if  applicable,  relating  to such Nominee and Icahn Capital LP, and
(iii)  with  respect  to  Dr. Denner, through his profit interests in the Shares
held  by  the  Direct Beneficial Owners and their affiliates as described below.

     With  respect  to each Nominee, other than as disclosed in this Notice, (i)
such Nominee is not, and, within the past year, was not a party to any contract,
arrangement  or  understanding with any person with respect to any securities of
the  Corporation,  including, but not limited to, joint ventures, loan or option
arrangements,  puts  or  calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies; and (ii)
neither  such  Nominee nor any of such Nominee's associates have any arrangement
or  understanding  with  any person with respect to (A) any future employment by
the  Corporation  or  its affiliates or (B) any future transactions to which the
Corporation  or  any  of  its  affiliates  will  or  may  be  a  party.

     With  respect  to  each  Nominee,  such  Nominee  is  independent under the
independence  standards applicable to the Corporation under (i) paragraph (a)(1)
of  Item  407  of  Regulation  S-K  and (ii) the New York Stock Exchange listing
standards.

     In  connection  with  his  employment  by  Mr.  Icahn  and  his  affiliated
companies,  Dr.  Denner, among other employees, had a participatory interest in,
among  other  things,  the  profits  and  fees  derived  by Mr. Icahn and/or his
affiliates  from  Icahn  Partners',  Icahn Master's, Icahn Master II's and Icahn
Master  III's  (collectively,  the  "Funds")  ownership  of  the  Shares. In the
aggregate,  Dr.  Denner's  profit  interests  and  capital accounts in the Funds
entitled him to less than 2% of the profits generated by the Funds' ownership of
the  Shares. The foregoing with respect to the Shares has been superseded by the
following as of the date of this Notice: Dr. Denner has a participatory interest
in  the  profits  attributable  to  the  Shares beneficially owned by the Direct
Beneficial  Owners  and  their  affiliates equal to 5% of an amount equal to (x)
such  profits  minus  (y)  an  amount equal to a return on the Direct Beneficial
Owners'  and  their  affiliates'  investment  in  the  Shares  of  8% per annum,
compounded  annually.

     The  Annexes  and  all attachments thereto are hereby incorporated into and
made  a  part  of this Notice. Accordingly, all matters disclosed in any part of
this  Notice, including the Annexes and all attachments thereto should be deemed
disclosed for all purposes of this Notice. All upper case terms appearing in the
Annexes  and  all  attachments  thereto that are not defined in such Annexes and
attachments  shall  have  the  meanings  given in the body of this Notice or the
Annexes,  as  applicable.

     Except  as  to information regarding Dr. Denner's participatory interest in
the  profits attributable to the Shares (which is as of the close of business on
June  10,  2011), information is set forth herein as of the close of business on
June 9, 2011. Neither the delivery of this Notice nor any delivery by any Direct
Beneficial  Owner, Beneficial Owner, or Nominee of additional information to the
Corporation  from  and  after  the  date hereof shall be deemed to constitute an
admission  by  any  Direct Beneficial Owner, Beneficial Owner, Nominee or any of
their respective affiliates (if any) that such delivery is required or that each
and  every  item or any item of information is required or as to the legality or
enforceability of any notice requirement or any other matter, or a waiver by any
Direct  Beneficial  Owner,  Beneficial Owner, Nominee or any of their respective
affiliates  (if  any)  of  their  right to contest or challenge, in any way, the
validity  or  enforceability  of  any  notice  requirement  or  any other matter
(including  actions  taken  by  the  Board  of  Directors  of the Corporation in
anticipation of, or following receipt of, this Notice). Furthermore, this Notice
assumes  that  the  Board  of  Directors  will nominate a total of nine director
nominees for election to the Board of Directors at the Annual Meeting and if the
Board  of  Directors  of the Corporation increases the number of directors to be
nominated  and  elected  at the Annual Meeting or a special meeting called for a
similar purpose, the Record Holder reserves the right to add additional director
nominees  in  respect  of  each  such  additional directorship. In the event any
statement  or  other information in this Notice is not correct, or to the extent
any  applicable  information  has  been  omitted  from  this  Notice, the Direct
Beneficial  Owners,  Beneficial Owners and Nominees reserve the right to correct
and/or  supplement  any  such  statement  or other information set forth in this
Notice.


                            [Signature page follows]



Very  truly  yours,



HIGH  RIVER  LIMITED  PARTNERSHIP
By:  Hopper  Investments  LLC,  its  general  partner
By:  Barberry  Corp.,  its  sole  member


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













 [Signature page to Stockholders' Notice of Nominations of Persons for Election
as Directors at the 2011 Annual Meeting of Stockholders of Forest Laboratories,
                                     Inc.]



                                                                         ANNEX A

                 SECURITY OWNERSHIP OF DIRECT BENEFICIAL OWNERS

(1) TITLE        (2) NAME OF         (3) AMOUNT OF            (4) PERCENT
    OF               BENEFICIAL          BENEFICIAL               OF
    CLASS            OWNER (1)           OWNERSHIP (2)            CLASS (3)
    -----            ----------          ----------               -------
   Common Stock,     High River           3,700,121                 1.29%
   par value
   $0.01 per
   share ("Shares")

   Shares            Icahn Partners       5,667,749                 1.98%

   Shares            Icahn Master         6,121,148                 2.14%

   Shares            Icahn Master II      2,098,516                 0.73%

   Shares            Icahn Master III       913,072                 0.32%
_________________________
(1)  Please  note  that  each stockholder listed in this table is, as of June 9,
     2010, the direct beneficial owner of the Shares set forth under the heading
     "(3) Amount of Beneficial Ownership" and that indirect beneficial ownership
     of  Shares is described below in the text of this Annex A under the heading
     "Description  of  Beneficial  Ownership."

(2)  Includes  Shares  underlying call options as described in Attachment 1-A to
     this  Annex  A.

(3)  Please  note  that  percentages  of ownership set forth in this column were
     calculated  based  on the 286,162,661 Shares stated to be outstanding as of
     May 25, 2011 by the Corporation in the Corporation's Form 10K filed for the
     fiscal  year  ended  March  31,  2011.


           DESCRIPTION OF BENEFICIAL OWNERSHIP AND BENEFICIAL OWNERS

     Barberry  Corp., a Delaware corporation ("Barberry"), is the sole member of
Hopper  Investments  LLC, a Delaware limited liability company ("Hopper"), which
is  the  general  partner  of  High River. Beckton Corp., a Delaware corporation
("Beckton")  is  the sole stockholder of Icahn Enterprises G.P. Inc., a Delaware
corporation  ("Icahn  Enterprises  GP"),  which  is the general partner of Icahn
Enterprises  Holdings  L.P.,  a Delaware limited partnership ("Icahn Holdings").
Icahn  Holdings  is  the sole member of IPH GP LLC, a Delaware limited liability
company  ("IPH"), which is the general partner of Icahn Capital L.P., a Delaware
limited  partnership  ("Icahn Capital"). Icahn Capital is the general partner of
each  of  Icahn Onshore LP, a Delaware limited partnership ("Icahn Onshore") and
Icahn  Offshore  LP,  a  Delaware  limited partnership ("Icahn Offshore"). Icahn
Onshore  is the general partner of Icahn Partners. Icahn Offshore is the general
partner  of  each of Icahn Master, Icahn Master II and Icahn Master III. Each of
Barberry  and  Beckton  is  100 percent owned by Carl C. Icahn ("Mr. Icahn," and
collectively  with  Barberry,  Hopper,  Beckton,  Icahn  Enterprises  GP,  Icahn
Holdings,  IPH, Icahn Capital, Icahn Onshore and Icahn Offshore, the "Beneficial
Owners"  and  each  of  them  a  "Beneficial  Owner." As such, Mr. Icahn is in a
position  indirectly  to  determine  the investment and voting decisions made by
each  of  the  Direct  Beneficial  Owners.

     The  principal  business  address  of  each  of  (i)  Icahn Offshore, Icahn
Onshore, Icahn Capital, IPH, Icahn Holdings, Icahn Enterprises GP and Beckton is
White Plains Plaza, 445 Hamilton Avenue - Suite 1210, White Plains, NY 10601 and
(ii)  Mr.  Icahn, Barberry and Hopper is c/o Icahn Capital LP, 767 Fifth Avenue,
47th  Floor,  New  York,  NY  10153.

     Barberry is primarily engaged in the business of serving as the sole member
of  Hopper  and  investing  in  securities.  Hopper  is primarily engaged in the
business  of  serving  as  the  general  partner  of High River and investing in
securities.  Icahn  Offshore  is primarily engaged in the business of serving as
the  general  partner  of each of Icahn Master, Icahn Master II and Icahn Master
III.  Icahn  Onshore  is  primarily  engaged  in  the business of serving as the
general  partner  of  Icahn  Partners. Icahn Capital is primarily engaged in the
business  of  serving as the general partner of each of Icahn Offshore and Icahn
Onshore.  IPH  is  primarily  engaged  in the business of serving as the general
partner of Icahn Capital. Icahn Holdings is primarily engaged in the business of
holding  direct  or  indirect  interests  in various operating businesses. Icahn
Enterprises  GP  is  primarily engaged in the business of serving as the general
partner  of  each  of Icahn Enterprises and Icahn Holdings. Beckton is primarily
engaged  in  the  business of holding the capital stock of Icahn Enterprises GP.
Mr. Carl C. Icahn is primarily engaged in serving as (i) Chief Executive Officer
of  Icahn  Capital  LP,  a wholly owned subsidiary of Icahn Enterprises, through
which  Mr.  Icahn  manages  various  private  investment  funds, including Icahn
Partners,  Icahn  Master, Icahn Master II and Icahn Master III, (ii) Chairman of
the  Board  of  Icahn  Enterprises  GP, the general partner of Icahn Enterprises
L.P.,  a New York Stock Exchange listed diversified holding company engaged in a
variety  of  businesses,  including  investment  management, automotive, gaming,
railcar,  food  packaging,  metals,  real  estate  and  home  fashion, and (iii)
Chairman  of  the  Board  and  a  director  of  Starfire  Holding  Corporation
("Starfire"),  a  holding company engaged in the business of investing in and/or
holding  securities  of  various  entities,  and  as Chairman of the Board and a
director  of  various  of  Starfire's  subsidiaries.

     The  Direct  Beneficial  Owners  and the Beneficial Owners may be deemed to
beneficially  own,  in  the  aggregate,  18,500,606  Shares,  representing
approximately  6.47%  of  the  Corporation's  outstanding Shares (based upon the
286,162,661  Shares  stated  to  be  outstanding  as  of  May  25,  2011  by the
Corporation  in the Corporation's Form 10K filed for the fiscal year ended March
31,  2011).

     High  River has sole voting power and/or sole dispositive power with regard
to  3,700,121  Shares (including 3,287,028 Shares underlying call options). Each
of  Hopper,  Barberry  and  Mr.  Icahn  has  shared  voting  power and/or shared
dispositive  power  with  regard  to such Shares. Icahn Partners has sole voting
power  and/or  sole dispositive power with regard to 5,667,749 Shares (including
5,033,797 Shares underlying call options). Each of Icahn Onshore, Icahn Capital,
IPH,  Icahn  Holdings,  Icahn  Enterprises  GP, Beckton and Mr. Icahn has shared
voting  power  and/or shared dispositive power with regard to such Shares. Icahn
Master  has  sole  voting  power  and/or  sole  dispositive power with regard to
6,121,148  Shares  (including 5,424,590 Shares underlying call options). Each of
Icahn  Offshore,  Icahn  Capital,  IPH,  Icahn  Holdings,  Icahn Enterprises GP,
Beckton  and  Mr.  Icahn has shared voting power and/or shared dispositive power
with  regard  to  such Shares. Icahn Master II has sole voting power and/or sole
dispositive  power  with  regard to 2,098,516 Shares (including 1,881,878 Shares
underlying  call  options).  Each  of  Icahn Offshore, Icahn Capital, IPH, Icahn
Holdings,  Icahn  Enterprises  GP, Beckton and Mr. Icahn has shared voting power
and/or shared dispositive power with regard to such Shares. Icahn Master III has
sole  voting  power  and/or sole dispositive power with regard to 913,072 Shares
(including  807,848  Shares  underlying  call  options). Each of Icahn Offshore,
Icahn  Capital, IPH, Icahn Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn
has  shared  voting  power  and/or  shared dispositive power with regard to such
Shares. As described in this Notice, the Shares beneficially owned by the Direct
Beneficial  Owners  and  the  Beneficial  Owners  include Shares underlying call
options.  The  agreements  governing  these  call options do not give the Direct
Beneficial Owners or the Beneficial Owners direct or indirect voting, investment
or  dispositive  control  over  the  Shares  to  which  these agreements relate.

     Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to
High  River,  may  be deemed to indirectly beneficially own the 3,700,121 Shares
which  High  River  directly  beneficially  owns.  Each  of Icahn Onshore, Icahn
Capital,  IPH,  Icahn  Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by
virtue  of  their  relationships  to Icahn Partners, may be deemed to indirectly
beneficially own the 5,667,749 Shares which Icahn Partners directly beneficially
owns.  Each  of  Icahn  Offshore,  Icahn  Capital,  IPH,  Icahn  Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn
Master,  Icahn  Master  II  and  Icahn  Master  III, may be deemed to indirectly
beneficially  own  the  9,132,736 Shares which Icahn Master, Icahn Master II and
Icahn  Master  III  directly  beneficially  own.

     Without  acknowledging  the following disclosure is required, on January 5,
2001,  Reliance  Group  Holdings,  Inc.  ("Reliance") commenced an action in the
United  States District Court for the Southern District of New York against Carl
C.  Icahn,  Icahn  Associates  Corp.  and  High River alleging that High River's
tender offer for Reliance 9% senior notes violated Section 14(e) of the Exchange
Act. Reliance sought a temporary restraining order and preliminary and permanent
injunctive  relief  to  prevent  defendants from purchasing the notes. The Court
initially  imposed  a  temporary restraining order. Defendants then supplemented
the  tender  offer disclosures. The Court conducted a hearing on the disclosures
and  other  matters  raised by Reliance. It then denied plaintiff's motion for a
preliminary  injunction  and  ordered  dissolution  of its temporary restraining
order  following  dissemination  of  the  supplement. Reliance took an immediate
appeal to the United States Court of Appeals for the Second Circuit and sought a
stay  to  restrain  defendants  from purchasing notes during the pendency of the
appeal.  On  January  30,  2001,  the  Court  of Appeals denied plaintiff's stay
application. On January 30, Reliance also sought a further temporary restraining
order from the District Court. The Court considered the matter and reimposed its
original  restraint  until  noon  the  next day, at which time the restraint was
dissolved.  The  appeal  was  argued  on  March  9 and denied on March 22, 2001.

TWO YEAR SUMMARY TABLE:

The  following  table  indicates the date of each purchase and sale of Shares by
Mr. Icahn and his affiliates within the past two years, and the number of Shares
in  each  such  purchase  and  sale.


NAME                         DATE                           SHARES PURCHASED
----                         ----                           ----------------
High River                8/21/2009                               80,000
High River                8/24/2009                                1,080
High River                8/25/2009                               31,280
High River                8/27/2009                                  120
High River                8/28/2009                               13,700
High River                 9/1/2009                               33,820
High River                 9/2/2009                               30,000
High River                9/11/2009                               23,060
High River                9/14/2009                                1,640
High River                9/15/2009                               25,300
High River                9/24/2009                               10,000
High River                10/2/2009                               10,000
High River               10/26/2009                               23,280
High River               10/28/2009                               20,000
High River                 3/1/2011                               48,813
High River                 3/1/2011                                1,000
High River                 3/2/2011                               40,000
High River                 3/4/2011                               20,000

Icahn Partners            8/21/2009                              109,547
Icahn Partners            8/24/2009                                1,478
Icahn Partners            8/25/2009                               42,834
Icahn Partners            8/27/2009                                  165
Icahn Partners            8/28/2009                               18,759
Icahn Partners             9/1/2009                               46,823
Icahn Partners             9/2/2009                               41,165
Icahn Partners            9/11/2009                               31,651
Icahn Partners            9/14/2009                                2,250
Icahn Partners            9/15/2009                               34,724
Icahn Partners            9/24/2009                               13,725
Icahn Partners            10/2/2009                               14,680
Icahn Partners           10/26/2009                               32,053
Icahn Partners           10/28/2009                               27,524
Icahn Partners             3/1/2011                              115,927
Icahn Partners             3/2/2011                               69,954
Icahn Partners             3/4/2011                               30,693

Icahn Master              8/21/2009                              134,886
Icahn Master              8/24/2009                                1,820
Icahn Master              8/25/2009                               52,741
Icahn Master              8/27/2009                                  202
Icahn Master              8/28/2009                               23,099
Icahn Master               9/1/2009                               57,157
Icahn Master               9/2/2009                               50,571
Icahn Master              9/11/2009                               38,896
Icahn Master              9/14/2009                                2,765
Icahn Master              9/15/2009                               42,674
Icahn Master              9/24/2009                               16,867
Icahn Master              10/2/2009                               18,530
Icahn Master             10/26/2009                               39,409
Icahn Master             10/28/2009                               33,863
Icahn Master               3/1/2011                               72,491
Icahn Master               3/2/2011                               76,863
Icahn Master               3/4/2011                               33,724

Icahn Master II           8/21/2009                               54,727
Icahn Master II           8/24/2009                                  739
Icahn Master II           8/25/2009                               21,399
Icahn Master II           8/27/2009                                   81
Icahn Master II           8/28/2009                                9,373
Icahn Master II            9/1/2009                               22,622
Icahn Master II            9/2/2009                               20,465
Icahn Master II           9/11/2009                               15,704
Icahn Master II           9/14/2009                                1,119
Icahn Master II           9/15/2009                               17,231
Icahn Master II           9/24/2009                                6,811
Icahn Master II           10/2/2009                                5,113
Icahn Master II          10/26/2009                               15,701
Icahn Master II          10/28/2009                               13,491
Icahn Master II            3/2/2011                                1,572
Icahn Master II            3/4/2011                               10,490

Icahn Master III          8/21/2009                               20,840
Icahn Master III          8/24/2009                                  283
Icahn Master III          8/25/2009                                8,146
Icahn Master III          8/27/2009                                   32
Icahn Master III          8/28/2009                                3,569
Icahn Master III           9/1/2009                                8,678
Icahn Master III           9/2/2009                                7,799
Icahn Master III          9/11/2009                                5,989
Icahn Master III          9/14/2009                                  426
Icahn Master III          9/15/2009                                6,571
Icahn Master III          9/24/2009                                2,597
Icahn Master III          10/2/2009                                1,677
Icahn Master III         10/26/2009                                5,957
Icahn Master III         10/28/2009                                5,122
Icahn Master III           3/1/2011                               10,834
Icahn Master III           3/2/2011                               11,611
Icahn Master III           3/4/2011                                5,093


Shares purchased by each of the Record Holders are maintained in margin accounts
that  include  positions  in securities in addition to the Shares. As of June 9,
2011,  the  indebtedness  of  (i)  High River's margin account was approximately
$247,012,854,  (ii)  Icahn  Partners'  margin  account  was  approximately
$429,275,023,  (iii)  Icahn  Master's  margin  account  was  approximately
$426,974,384,  (iv)  Icahn  Master  II's  margin  account  was  approximately
$102,448,135,  and  (v)  Icahn  Master  III's  margin  account was approximately
$55,296,050.




                                                                         ANNEX A
                                                                  ATTACHMENT 1-A

The  following  are  American  call  options  purchased by the Direct Beneficial
Owners,  which  have  been  written  by UBS AG with a $21.25 strike price and an
expiration  date  of  March  7,  2013, and which provide for physical settlement
(unless  the applicable the Direct Beneficial Owner opts for a cash settlement).
These  are  further  described  in  the  chart  set  forth  below.



NAME                  DATE             QUANTITY          OPTION PREMIUM PAID ($)
----                  ----             --------          -----------------------
High River          3/7/2011             40,000                     439,412.00
High River          3/8/2011             24,958                     278,134.45
High River         3/10/2011             25,688                     279,305.62
High River         3/11/2011             20,000                     211,742.00
High River         3/14/2011             26,590                     275,504.31
High River         3/16/2011             67,290                     616,336.03
High River         3/17/2011             40,000                     375,088.00
High River         3/18/2011             40,740                     389,380.70
High River         3/23/2011              4,879                      46,285.61
High River         4/26/2011             66,354                     772,778.59
High River         4/27/2011             30,488                     361,569.39
High River         4/28/2011                320                       3,801.60
High River         4/29/2011             65,980                     789,127.40
High River         5/12/2011            127,227                   1,574,853.97
High River         5/13/2011            101,298                   1,315,921.80
High River         5/16/2011              1,329                      17,220.52
High River         5/17/2011             24,003                     311,628.55
High River         5/18/2011            175,365                   2,393,451.67
High River         5/19/2011            222,287                   3,103,904.52
High River         5/20/2011            222,384                   3,128,609.30
High River         5/23/2011            155,759                   2,109,428.56
High River         5/24/2011             87,833                   1,203,619.52
High River         5/25/2011            162,407                   2,265,528.93
High River         5/26/2011            112,860                   1,596,867.43
High River          6/1/2011             12,394                     176,817.76
High River          6/2/2011             42,836                     610,841.36
High River          6/3/2011            446,401                   6,917,340.62
High River          6/6/2011             95,000                   1,454,250.50
High River          6/7/2011            262,741                   4,106,247.72
High River          6/8/2011            219,098                   3,452,173.82
High River          6/9/2011            362,519                   5,967,389.01

Icahn Partners      3/7/2011             61,386                     674,343.63
Icahn Partners      3/8/2011             38,302                     426,841.32
Icahn Partners     3/10/2011             39,422                     428,635.41
Icahn Partners     3/11/2011             30,692                     324,939.27
Icahn Partners     3/14/2011             40,807                     422,809.49
Icahn Partners     3/16/2011            103,267                     945,863.76
Icahn Partners     3/17/2011             61,383                     575,600.67
Icahn Partners     3/18/2011             62,522                     597,566.52
Icahn Partners     3/23/2011              7,488                      71,036.41
Icahn Partners     4/26/2011            103,149                   1,201,304.20
Icahn Partners     4/27/2011             46,839                     555,482.44
Icahn Partners     4/28/2011                493                       5,856.84
Icahn Partners     4/29/2011            101,370                   1,212,395.34
Icahn Partners     5/12/2011            191,068                   2,365,097.02
Icahn Partners     5/13/2011            155,182                   2,015,907.29
Icahn Partners     5/16/2011              2,035                      26,368.51
Icahn Partners     5/17/2011             36,771                     477,394.22
Icahn Partners     5/18/2011            268,648                   3,666,615.36
Icahn Partners     5/19/2011            340,528                   4,754,962.73
Icahn Partners     5/20/2011            340,677                   4,792,814.37
Icahn Partners     5/23/2011            238,613                   3,231,512.00
Icahn Partners     5/24/2011            134,553                   1,843,847.04
Icahn Partners     5/25/2011            248,797                   3,470,643.51
Icahn Partners     5/26/2011            172,894                   2,446,294.50
Icahn Partners      6/1/2011             18,626                     265,725.97
Icahn Partners      6/2/2011             65,615                     935,669.90
Icahn Partners      6/3/2011            683,786                  10,595,811.10
Icahn Partners      6/6/2011            145,518                   2,227,574.99
Icahn Partners      6/7/2011            402,460                   6,289,846.11
Icahn Partners      6/8/2011            335,608                   5,287,940.33
Icahn Partners      6/9/2011            555,298                   9,140,704.85

Icahn Master        3/7/2011             67,448                     740,936.51
Icahn Master        3/8/2011             42,085                     468,999.45
Icahn Master       3/10/2011             43,314                     470,953.12
Icahn Master       3/11/2011             33,725                     357,049.95
Icahn Master       3/14/2011             44,835                     464,544.40
Icahn Master       3/16/2011            113,464                   1,039,262.16
Icahn Master       3/17/2011             67,449                     632,482.76
Icahn Master       3/18/2011             68,695                     656,566.20
Icahn Master       3/23/2011              8,229                      78,066.05
Icahn Master       4/26/2011             78,757                     917,227.65
Icahn Master       4/27/2011             50,095                     594,096.64
Icahn Master       4/28/2011                526                       6,248.88
Icahn Master       4/29/2011            108,417                   1,296,678.16
Icahn Master       5/12/2011            219,672                   2,719,165.92
Icahn Master       5/13/2011            167,531                   2,176,328.21
Icahn Master       5/16/2011              2,197                      28,467.63
Icahn Master       5/17/2011             39,698                     515,395.16
Icahn Master       5/18/2011            290,025                   3,958,377.21
Icahn Master       5/19/2011            367,627                   5,133,359.61
Icahn Master       5/20/2011            367,787                   5,174,211.41
Icahn Master       5/23/2011            257,602                   3,488,678.13
Icahn Master       5/24/2011            145,261                   1,990,584.11
Icahn Master       5/25/2011            268,594                   3,746,805.72
Icahn Master       5/26/2011            186,653                   2,640,971.96
Icahn Master        6/1/2011             21,565                     307,654.92
Icahn Master        6/2/2011             70,863                   1,010,506.38
Icahn Master        6/3/2011            738,386                  11,443,431.36
Icahn Master        6/6/2011            157,160                   2,405,789.56
Icahn Master        6/7/2011            434,655                   6,793,005.67
Icahn Master        6/8/2011            362,455                   5,710,949.72
Icahn Master        6/9/2011            599,720                   9,871,930.95

Icahn Master II     3/7/2011             20,976                     230,427.65
Icahn Master II     3/8/2011             13,089                     145,865.12
Icahn Master II    3/10/2011             13,472                     146,481.06
Icahn Master II    3/11/2011             10,488                     111,037.50
Icahn Master II    3/14/2011             13,945                     144,486.93
Icahn Master II    3/16/2011             35,288                     323,216.91
Icahn Master II    3/17/2011             20,979                     196,724.28
Icahn Master II    3/18/2011             21,365                     204,200.26
Icahn Master II    3/23/2011              2,558                      24,266.98
Icahn Master II    4/26/2011             71,564                     833,455.81
Icahn Master II    4/27/2011             17,447                     206,910.95
Icahn Master II    4/28/2011                182                       2,162.16
Icahn Master II    4/29/2011             37,753                     451,529.66
Icahn Master II    5/12/2011             68,223                     844,484.76
Icahn Master II    5/13/2011             57,497                     746,920.53
Icahn Master II    5/16/2011                755                       9,782.91
Icahn Master II    5/17/2011             13,624                     176,879.03
Icahn Master II    5/18/2011             99,536                   1,358,507.14
Icahn Master II    5/19/2011            126,170                   1,761,774.80
Icahn Master II    5/20/2011            126,226                   1,775,810.48
Icahn Master II    5/23/2011             88,408                   1,197,300.70
Icahn Master II    5/24/2011             49,853                     683,160.59
Icahn Master II    5/25/2011             92,180                   1,285,883.35
Icahn Master II    5/26/2011             64,059                     906,377.20
Icahn Master II     6/1/2011              6,014                      85,798.13
Icahn Master II     6/2/2011             24,296                     346,460.96
Icahn Master II     6/3/2011            253,176                   3,923,164.66
Icahn Master II     6/6/2011             53,880                     824,789.65
Icahn Master II     6/7/2011            149,013                   2,328,849.67
Icahn Master II     6/8/2011            124,261                   1,957,893.59
Icahn Master II     6/9/2011            205,601                   3,384,377.50

Icahn Master III    3/7/2011             10,190                     111,940.21
Icahn Master III    3/8/2011              6,357                      70,843.04
Icahn Master III   3/10/2011              6,543                      71,142.04
Icahn Master III   3/11/2011              5,095                      53,941.27
Icahn Master III   3/14/2011              6,773                      70,176.41
Icahn Master III   3/16/2011             17,141                     157,001.28
Icahn Master III   3/17/2011             10,189                      95,544.29
Icahn Master III   3/18/2011             10,378                      99,189.81
Icahn Master III   3/23/2011              1,243                      11,791.97
Icahn Master III   4/26/2011             11,944                     139,103.41
Icahn Master III   4/27/2011              7,569                      89,763.80
Icahn Master III   4/28/2011                 79                         938.52
Icahn Master III   4/29/2011             16,382                     195,930.36
Icahn Master III   5/12/2011             29,945                     370,668.19
Icahn Master III   5/13/2011             24,984                     324,557.15
Icahn Master III   5/16/2011                327                       4,237.10
Icahn Master III   5/17/2011              5,921                      76,871.75
Icahn Master III   5/18/2011             43,250                     590,293.30
Icahn Master III   5/19/2011             54,822                     765,507.00
Icahn Master III   5/20/2011             54,846                     771,600.95
Icahn Master III   5/23/2011             38,415                     520,250.50
Icahn Master III   5/24/2011             21,663                     296,858.92
Icahn Master III   5/25/2011             40,055                     558,755.23
Icahn Master III   5/26/2011             27,833                     393,811.90
Icahn Master III    6/1/2011              3,373                      48,120.57
Icahn Master III    6/2/2011             10,570                     150,728.20
Icahn Master III    6/3/2011            110,158                   1,706,986.34
Icahn Master III    6/6/2011             23,442                     358,847.79
Icahn Master III    6/7/2011             64,836                   1,013,289.43
Icahn Master III    6/8/2011             54,066                     851,880.12
Icahn Master III    6/9/2011             89,459                   1,472,575.65



                                                                         ANNEX A
                                                                  ATTACHMENT 1-B

The  following  are  European  put options which have been written by the Direct
Beneficial  Owners  to  UBS  AG and have a $21.25 strike price and an expiration
date  of  the  earlier  of  March 7, 2013 or the date on which the corresponding
American-style  call  option  described  above  in  Annex  A,  Attachment 1-A is
exercised, and provide for cash settlement only and are further described in the
chart  set  forth  below.

NAME                  DATE             QUANTITY          OPTION PREMIUM PAID ($)
----                  ----             --------          -----------------------
High River          3/7/2011             40,000                    400.00
High River          3/8/2011             24,958                    249.58
High River         3/10/2011             25,688                    256.88
High River         3/11/2011             20,000                    200.00
High River         3/14/2011             26,590                    265.90
High River         3/16/2011             67,290                    672.90
High River         3/17/2011             40,000                    400.00
High River         3/18/2011             40,740                    407.40
High River         3/23/2011              4,879                     48.79
High River         4/26/2011             66,354                    663.54
High River         4/27/2011             30,488                    304.88
High River         4/28/2011                320                      3.20
High River         4/29/2011             65,980                    659.80
High River         5/12/2011            127,227                  1,272.27
High River         5/13/2011            101,298                  1,012.98
High River         5/16/2011              1,329                     13.29
High River         5/17/2011             24,003                    240.03
High River         5/18/2011            175,365                  1,753.65
High River         5/19/2011            222,287                  2,222.87
High River         5/20/2011            222,384                  2,223.84
High River         5/23/2011            155,759                  1,557.59
High River         5/24/2011             87,833                    878.33
High River         5/25/2011            162,407                  1,624.07
High River         5/26/2011            112,860                  1,128.60
High River          6/1/2011             12,394                    123.94
High River          6/2/2011             42,836                    428.36
High River          6/3/2011            446,401                  4,464.01
High River          6/6/2011             95,000                    950.00
High River          6/7/2011            262,741                  2,627.41
High River          6/8/2011            219,098                  2,190.98
High River          6/9/2011            362,519                  3,625.19

Icahn Partners      3/7/2011             61,386                    613.86
Icahn Partners      3/8/2011             38,302                    383.02
Icahn Partners     3/10/2011             39,422                    394.22
Icahn Partners     3/11/2011             30,692                    306.92
Icahn Partners     3/14/2011             40,807                    408.07
Icahn Partners     3/16/2011            103,267                  1,032.67
Icahn Partners     3/17/2011             61,383                    613.83
Icahn Partners     3/18/2011             62,522                    625.22
Icahn Partners     3/23/2011              7,488                     74.88
Icahn Partners     4/26/2011            103,149                  1,031.49
Icahn Partners     4/27/2011             46,839                    468.39
Icahn Partners     4/28/2011                493                      4.93
Icahn Partners     4/29/2011            101,370                  1,013.70
Icahn Partners     5/12/2011            191,068                  1,910.68
Icahn Partners     5/13/2011            155,182                  1,551.82
Icahn Partners     5/16/2011              2,035                     20.35
Icahn Partners     5/17/2011             36,771                    367.71
Icahn Partners     5/18/2011            268,648                  2,686.48
Icahn Partners     5/19/2011            340,528                  3,405.28
Icahn Partners     5/20/2011            340,677                  3,406.77
Icahn Partners     5/23/2011            238,613                  2,386.13
Icahn Partners     5/24/2011            134,553                  1,345.53
Icahn Partners     5/25/2011            248,797                  2,487.97
Icahn Partners     5/26/2011            172,894                  1,728.94
Icahn Partners      6/1/2011             18,626                    186.26
Icahn Partners      6/2/2011             65,615                    656.15
Icahn Partners      6/3/2011            683,786                  6,837.86
Icahn Partners      6/6/2011            145,518                  1,455.18
Icahn Partners      6/7/2011            402,460                  4,024.60
Icahn Partners      6/8/2011            335,608                  3,356.08
Icahn Partners      6/9/2011            555,298                  5,552.98

Icahn Master        3/7/2011             67,448                    674.48
Icahn Master        3/8/2011             42,085                    420.85
Icahn Master       3/10/2011             43,314                    433.14
Icahn Master       3/11/2011             33,725                    337.25
Icahn Master       3/14/2011             44,835                    448.35
Icahn Master       3/16/2011            113,464                  1,134.64
Icahn Master       3/17/2011             67,449                    674.49
Icahn Master       3/18/2011             68,695                    686.95
Icahn Master       3/23/2011              8,229                     82.29
Icahn Master       4/26/2011             78,757                    787.57
Icahn Master       4/27/2011             50,095                    500.95
Icahn Master       4/28/2011                526                      5.26
Icahn Master       4/29/2011            108,417                  1,084.17
Icahn Master       5/12/2011            219,672                  2,196.72
Icahn Master       5/13/2011            167,531                  1,675.31
Icahn Master       5/16/2011              2,197                     21.97
Icahn Master       5/17/2011             39,698                    396.98
Icahn Master       5/18/2011            290,025                  2,900.25
Icahn Master       5/19/2011            367,627                  3,676.27
Icahn Master       5/20/2011            367,787                  3,677.87
Icahn Master       5/23/2011            257,602                  2,576.02
Icahn Master       5/24/2011            145,261                  1,452.61
Icahn Master       5/25/2011            268,594                  2,685.94
Icahn Master       5/26/2011            186,653                  1,866.53
Icahn Master        6/1/2011             21,565                    215.65
Icahn Master        6/2/2011             70,863                    708.63
Icahn Master        6/3/2011            738,386                  7,384.86
Icahn Master        6/6/2011            157,160                  1,571.60
Icahn Master        6/7/2011            434,655                  4,346.55
Icahn Master        6/8/2011            362,455                  3,624.55
Icahn Master        6/9/2011            599,720                  5,997.20

Icahn Master II     3/7/2011             20,976                    209.76
Icahn Master II     3/8/2011             13,089                    130.89
Icahn Master II    3/10/2011             13,472                    134.72
Icahn Master II    3/11/2011             10,488                    104.88
Icahn Master II    3/14/2011             13,945                    139.45
Icahn Master II    3/16/2011             35,288                    352.88
Icahn Master II    3/17/2011             20,979                    209.79
Icahn Master II    3/18/2011             21,365                    213.65
Icahn Master II    3/23/2011              2,558                     25.58
Icahn Master II    4/26/2011             71,564                    715.64
Icahn Master II    4/27/2011             17,447                    174.47
Icahn Master II    4/28/2011                182                      1.82
Icahn Master II    4/29/2011             37,753                    377.53
Icahn Master II    5/12/2011             68,223                    682.23
Icahn Master II    5/13/2011             57,497                    574.97
Icahn Master II    5/16/2011                755                      7.55
Icahn Master II    5/17/2011             13,624                    136.24
Icahn Master II    5/18/2011             99,536                    995.36
Icahn Master II    5/19/2011            126,170                  1,261.70
Icahn Master II    5/20/2011            126,226                  1,262.26
Icahn Master II    5/23/2011             88,408                    884.08
Icahn Master II    5/24/2011             49,853                    498.53
Icahn Master II    5/25/2011             92,180                    921.80
Icahn Master II    5/26/2011             64,059                    640.59
Icahn Master II     6/1/2011              6,014                     60.14
Icahn Master II     6/2/2011             24,296                    242.96
Icahn Master II     6/3/2011            253,176                  2,531.76
Icahn Master II     6/6/2011             53,880                    538.80
Icahn Master II     6/7/2011            149,013                  1,490.13
Icahn Master II     6/8/2011            124,261                  1,242.61
Icahn Master II     6/9/2011            205,601                  2,056.01

Icahn Master III    3/7/2011             10,190                    101.90
Icahn Master III    3/8/2011              6,357                     63.57
Icahn Master III   3/10/2011              6,543                     65.43
Icahn Master III   3/11/2011              5,095                     50.95
Icahn Master III   3/14/2011              6,773                     67.73
Icahn Master III   3/16/2011             17,141                    171.41
Icahn Master III   3/17/2011             10,189                    101.89
Icahn Master III   3/18/2011             10,378                    103.78
Icahn Master III   3/23/2011              1,243                     12.43
Icahn Master III   4/26/2011             11,944                    119.44
Icahn Master III   4/27/2011              7,569                     75.69
Icahn Master III   4/28/2011                 79                      0.79
Icahn Master III   4/29/2011             16,382                    163.82
Icahn Master III   5/12/2011             29,945                    299.45
Icahn Master III   5/13/2011             24,984                    249.84
Icahn Master III   5/16/2011                327                      3.27
Icahn Master III   5/17/2011              5,921                     59.21
Icahn Master III   5/18/2011             43,250                    432.50
Icahn Master III   5/19/2011             54,822                    548.22
Icahn Master III   5/20/2011             54,846                    548.46
Icahn Master III   5/23/2011             38,415                    384.15
Icahn Master III   5/24/2011             21,663                    216.63
Icahn Master III   5/25/2011             40,055                    400.55
Icahn Master III   5/26/2011             27,833                    278.33
Icahn Master III    6/1/2011              3,373                     33.73
Icahn Master III    6/2/2011             10,570                    105.70
Icahn Master III    6/3/2011            110,158                  1,101.58
Icahn Master III    6/6/2011             23,442                    234.42
Icahn Master III    6/7/2011             64,836                    648.36
Icahn Master III    6/8/2011             54,066                    540.66
Icahn Master III    6/9/2011             89,459                    894.59



                                                                         ANNEX B
                                                                    ATTACHMENT 1

INFORMATION ABOUT NOMINEES
--------------------------

NAME:                  Alexander  J.  Denner,  Ph.D.

AGE:                   41

BUSINESS               Icahn  Associates  Corp.,767  Fifth  Avenue,  47th Floor,
ADDRESS:               New  York,  NY  10153

RESIDENCE              565  Stanwich  Road
ADDRESS:               Greenwich,  CT  06831

PRINCIPAL OCCUPATION   See  below
OR EMPLOYMENT:

CITIZENSHIP:           United  States  of  America

Dr.  Denner  has  an interest in the election of directors at the Annual Meeting
indirectly  through  his  profit  interests  in  the  Shares  held by the Direct
Beneficial  Owners  as  described  below.  Other  than in respect of such profit
interests,  Dr. Denner does not, and his associates do not, own, beneficially or
of  record,  any  shares  of  capital  stock  of  the  Corporation.

Dr.  Denner  has  a  participatory  interest  in the profits attributable to the
Shares  beneficially  owned by the Direct Beneficial Owners and their affiliates
equal  to 5% of an amount equal to (x) such profits minus (y) an amount equal to
a  return  on  the Direct Beneficial Owners' and their affiliates' investment in
the  Shares  of  8%  per  annum,  compounded  annually.

Dr.  Denner's  principal  occupation is serving as Managing Director of entities
affiliated  with  Carl  C.  Icahn, including Icahn Partners, Icahn Master, Icahn
Master  II  and  Icahn  Master  III  (collectively,  the "Funds"). The Funds are
private  investment  funds.  Dr. Denner has served in this position since August
2006.  From  April  2005  to  May 2006, Dr. Denner served as a portfolio manager
specializing  in healthcare investments for Viking Global Investors. Previously,
he  served in a variety of roles at Morgan Stanley, beginning in 1996, including
as  portfolio  manager  of healthcare and biotechnology mutual funds. Dr. Denner
was the chairman of the Executive Committee of the Board of Directors of ImClone
Systems  Incorporated,  a  publicly  traded  biopharmaceutical  company,  and  a
director  of  ImClone Systems Incorporated from April 2006 until the company was
purchased  in  December 2008. He served on the Board of Adventrx Pharmaceuticals
Inc.,  a  publicly traded biopharmaceutical company from October 2006 to October
2009.  In  addition,  Dr.  Denner  has  served  as  a  director  of  Biogen Idec
Pharmaceuticals,  a  publicly  traded  biopharmaceutical company from June, 2009
until  the  present,  as  a director of Amylin Pharmaceuticals, Inc., a publicly
traded  biopharmaceutical  company  from  June  2009 until the present, and as a
director  of  Enzon Pharmaceuticals, a publicly traded biopharmaceutical company
from  May  2009  until the present, and as Chairman of the Board of Directors of
Enzon Pharmaceuticals from July, 2009 until the present. Dr. Denner received his
S.B.  degree  from  the  Massachusetts  Institute  of  Technology  and his M.S.,
M.Phil.,  and  Ph.D.  degrees  from  Yale  University.



                                                                         ANNEX B
                                                                    ATTACHMENT 2


INFORMATION ABOUT NOMINEES
--------------------------

NAME:                  Richard  C.  Mulligan,  Ph.D

AGE:                   56

BUSINESS               Harvard  Institutes  of  Medicine,  Rm  407
ADDRESS:               4  Blackfan  Circle
                       Boston,  MA  02115

RESIDENCE              35  Foster  Street
ADDRESS:               Cambridge,  MA  02138

PRINCIPAL OCCUPATION   See below
OR EMPLOYMENT:

CITIZENSHIP:           United  States  of  America

Dr.  Mulligan  does  not,  and  his  associates  do not, own, beneficially or of
record,  any  shares  of  capital  stock of the Corporation. Dr. Mulligan has an
interest  in  the  election  of  directors at the Annual Meeting pursuant to the
Nominee  Agreement  attached  hereto  as  Annex  D.

Dr.  Mulligan's principal occupation is serving as the Mallinckrodt Professor of
Genetics  at  Harvard  Medical  School, and Director of the Harvard Gene Therapy
Initiative.  Professor  Mulligan received his B.S. degree from the Massachusetts
Institute  of  Technology,  and his Ph.D. from the Department of Biochemistry at
Stanford University School of Medicine. After receiving postdoctoral training at
the Center for Cancer Research at MIT, Professor Mulligan joined the MIT faculty
and  subsequently was appointed Professor of Molecular Biology and Member of the
Whitehead Institute for Biomedical Research before moving to Children's Hospital
and  Harvard  in  1996.  His  honors include the MacArthur Foundation Prize, the
Rhodes  Memorial  Award  of  the  American  Association for Cancer Research, the
ASMB-Amgen  Award,  and  the  Nagai  Foundation  International  Prize.

Dr.  Mulligan  served  as  a director of ImClone System Incorporated, a publicly
traded  biopharmaceutical  company, from September 2006 until November 2008, and
as  a  member of Scientific Advisory Board and Executive Committee. In addition,
Dr. Mulligan has served as a director of Biogen Idec Pharmaceuticals, a publicly
traded biopharmaceutical company from June 2009 until the present, as a director
of  Enzon  Pharmaceuticals, a publicly traded biopharmaceutical company from May
2009  until  the  present,  and  as  a director of Cellectis SA, a biotechnology
company  which specializes in genome engineering, since 2007. He has also served
on the National Institutes of Health's Recombinant DNA Advisory Committee and on
the  U.S.  Food  and  Drug Administration Biological Response Modifiers Advisory
Committee.


                                                                         ANNEX B
                                                                    ATTACHMENT 3

INFORMATION ABOUT NOMINEES
--------------------------

NAME:                  Professor  Lucian  Bebchuk

AGE:                   55

BUSINESS               22  Sacramento  Street
ADDRESS:               Cambridge,  MA  02138


RESIDENCE              1545  Massachusetts  Avenue
ADDRESS:               Cambridge,  MA  02138

PRINCIPAL OCCUPATION   See below
OR EMPLOYMENT:

CITIZENSHIP:           United  States  of  America

Professor  Bebchuk  does not, and his associates do not, own, beneficially or of
record, any shares of capital stock of the Corporation. Professor Bebchuk has an
interest  in  the  election  of  directors at the Annual Meeting pursuant to the
Nominee  Agreement  attached  hereto  as  Annex  D.

Professor  Bebchuk's  principal occupation is serving as the William J. Friedman
and  Alicia  Townsend  Friedman  Professor  of  Law,  Economics, and Finance and
Director of the Program on Corporate Governance at Harvard Law School. Professor
Bebchuk is also a Research Associate of the National Bureau of Economic Research
and  Inaugural  Fellow  of the European Corporate Governance Network. Trained in
both law and economics, Professor Bebchuk holds an LL.M. and S.J.D. from Harvard
Law  School  and  an  M.A.  and  a Ph.D. in Economics from the Harvard Economics
Department.  His  research focuses on corporate governance, law and finance, and
law and economics. Upon electing him to membership in 2000, the American Academy
of Arts and Sciences cited him as "[o]ne of the nation's leading scholars of law
and  economics,"  who  "has  made  major  contribution to the study of corporate
control,  governance,  and  insolvency."  The  author  of  more than one hundred
research  papers,  Professor  Bebchuk's  work  has  appeared in the top academic
journals  in  law,  in economics, and in finance. His widely acclaimed book, Pay
without  Performance:  the  Unfulfilled  Promise  of  Executive  Compensation,
co-authored  with Jesse Fried, was published in 2004. Professor Bebchuk has been
a  frequent  contributor  to  policy-making,  practice, and public debate in the
fields  of  corporate  governance  and  financial regulation. He has appeared in
hearings  and  roundtables  before  the  Senate  Finance Committee, the House of
Representatives  Committee  of  Financial  Services,  and  the  SEC; has advised
publicly  traded  firms,  governmental authorities both in and outside the U.S.,
and  law firms; has authored numerous op-ed pieces, including in the Wall Street
Journal, the New York Times, and the Financial Times; and serves on the board of
directors of OJSC MMC Norilsk Nickel, the world's largest producer of nickel and
palladium.  He  was  included  in  the  list of "100 most influential players in
corporate  governance"  of  Directorship,  the  "100  most influential people in
finance"  of  Treasury  &  Risk  Management,  and the list of top-10 "governance
stars"  of  Global  Proxy  Watch.  Professor  Bebchuk served as President of the
American  Law  and  Economics  Association and Chair of the Business Association
Section  of  the American Association of Law Teachers. He is a Vice-President of
the Western Economics Association International and the founding Director of the
SSRN  Corporate  Governance  Network.



                                                                         ANNEX B
                                                                    ATTACHMENT 4

INFORMATION ABOUT NOMINEES
--------------------------

NAME:                  Eric  J.  Ende,  M.D.

AGE:                   43

BUSINESS               6231  PGA  Blvd,  STE  104-161
ADDRESS:               Palm  Beach  Gardens,  FL  33418

RESIDENCE              102  Via  Palacio
ADDRESS:               Palm  Beach  Gardens,  FL  33418

PRINCIPAL OCCUPATION   See below
OR EMPLOYMENT:

CITIZENSHIP:           United  States  of  America

Dr.  Ende  does  not, and his associates do not, own, beneficially or of record,
any  shares of capital stock of the Corporation. Dr. Ende has an interest in the
election  of  directors  at the Annual Meeting pursuant to the Nominee Agreement
attached  hereto  as  Annex  D.

Dr.  Ende's  principal  occupation  is  serving  as President of Ende Consulting
Group,  which is focused on biotechnology industry consulting, since 2009. Since
2008,  Dr. Ende has also served as a Managing Partner of Silverback Group, which
is  focused  on  identifying,  evaluating  and participating in various types of
investment opportunities, including venture capital, real estate and financings.
From 2002 through 2008, Dr. Ende was the senior biotechnology analyst at Merrill
Lynch.  From  2000  to  2002, he was the senior biotechnology analyst at Banc of
America  Securities. From 1997 to 2000, he was a biotechnology analyst at Lehman
Brothers.  During  Dr. Ende's career as a biotechnology analyst, he was named to
Institutional Investor's AllAmerica Equity Research Team six times as well as to
The Greenwich Survey list of top analysts. He was also named Top Stock Picker by
The  Street.com  and Best Earnings Estimator by Forbes.com. Dr. Ende served as a
director  of  Genzyme  Corporation  from  2010  until  it  was  acquired  by
Sanofi-Aventis in 2011. Dr. Ende received an M.B.A. in Finance & Accounting from
New  York  University's  Stern Business School in 1997, an M.D. from Mount Sinai
School  of  Medicine  in  1994,  and a B.S. in Biology and Psychology from Emory
University  in  1990.


                                                                         ANNEX C

The  written  consent  of  each Nominee to, among other things, being named as a
nominee for election as a director of the Corporation and to serve as a director
if  elected  is  attached  to this Annex C. If the Corporation requests original
signed  statements  of  consents,  the  Record  Holder  will  provide  them.



                                                                         ANNEX C
                                                                    ATTACHMENT 1


                               CONSENT OF NOMINEE

     The undersigned hereby consents to being named as a nominee for election as
a  director of Forest Laboratories, Inc. (the "Company"), in the proxy statement
to  be  filed  with  the  Securities  and Exchange Commission and distributed to
stockholders  of  the  Company by High River Limited Partnership ("High River"),
Icahn  Partners  LP  ("Icahn  Partners"),  Icahn Partners Master Fund LP ("Icahn
Master"),  Icahn  Partners Master Fund II LP ("Icahn Master II"), Icahn Partners
Master  Fund III LP ("Icahn Master III", and collectively with High River, Icahn
Partners,  Icahn  Master  and  Icahn  Master  II,  the  "Holders")  and in other
materials  in  connection  with  the solicitation of proxies by the Holders from
stockholders  of  the  Company  to  be  voted  at  the  2011  annual  meeting of
stockholders of the Company and any adjournment thereof, and further consents to
serve  as  a  director  of  the  Company,  if  elected.

     The  undersigned  hereby  consents  to  the  disclosure  of all information
relating  to  the  undersigned  as  would  be  required  to  be  disclosed  in
solicitations  of  proxies  for  the  election  of the undersigned as a director
pursuant  to  Regulation  14A  under  the  Securities  Exchange  Act of 1934, as
amended,  in  any  such  solicitation  made  by the Company. The undersigned, if
elected,  intends  to  tender,  promptly following the undersigned's election or
reelection,  an irrevocable resignation effective upon the undersigned's failure
to  receive  the  required  vote for reelection at the next meeting at which the
undersigned would face reelection and upon acceptance of such resignation by the
board  of directors, in accordance with the Company's Board Practice on Director
Elections.

Dated: June 9, 2011



                                                    /s/ Alexander  J.  Denner
                                                    -------------------------
                                                    Name:  Alexander  J.  Denner



                                                                         ANNEX C
                                                                    ATTACHMENT 2

                               CONSENT OF NOMINEE

     The undersigned hereby consents to being named as a nominee for election as
a  director of Forest Laboratories, Inc. (the "Company"), in the proxy statement
to  be  filed  with  the  Securities  and Exchange Commission and distributed to
stockholders  of  the  Company by High River Limited Partnership ("High River"),
Icahn  Partners  LP  ("Icahn  Partners"),  Icahn Partners Master Fund LP ("Icahn
Master"),  Icahn  Partners Master Fund II LP ("Icahn Master II"), Icahn Partners
Master  Fund III LP ("Icahn Master III", and collectively with High River, Icahn
Partners,  Icahn  Master  and  Icahn  Master  II,  the  "Holders")  and in other
materials  in  connection  with  the solicitation of proxies by the Holders from
stockholders  of  the  Company  to  be  voted  at  the  2011  annual  meeting of
stockholders of the Company and any adjournment thereof, and further consents to
serve  as  a  director  of  the  Company,  if  elected.

     The  undersigned  hereby  consents  to  the  disclosure  of all information
relating  to  the  undersigned  as  would  be  required  to  be  disclosed  in
solicitations  of  proxies  for  the  election  of the undersigned as a director
pursuant  to  Regulation  14A  under  the  Securities  Exchange  Act of 1934, as
amended,  in  any  such  solicitation  made  by the Company. The undersigned, if
elected,  intends  to  tender,  promptly following the undersigned's election or
reelection,  an irrevocable resignation effective upon the undersigned's failure
to  receive  the  required  vote for reelection at the next meeting at which the
undersigned would face reelection and upon acceptance of such resignation by the
board  of directors, in accordance with the Company's Board Practice on Director
Elections.

Dated:  June  8,  2011



                                                        /s/ Richard  Mulligan
                                                        ---------------------
                                                        Name:  Richard  Mulligan



                                                                         ANNEX C
                                                                    ATTACHMENT 3

                               CONSENT OF NOMINEE

     The undersigned hereby consents to being named as a nominee for election as
a  director of Forest Laboratories, Inc. (the "Company"), in the proxy statement
to  be  filed  with  the  Securities  and Exchange Commission and distributed to
stockholders  of  the  Company by High River Limited Partnership ("High River"),
Icahn  Partners  LP  ("Icahn  Partners"),  Icahn Partners Master Fund LP ("Icahn
Master"),  Icahn  Partners Master Fund II LP ("Icahn Master II"), Icahn Partners
Master  Fund III LP ("Icahn Master III", and collectively with High River, Icahn
Partners,  Icahn  Master  and  Icahn  Master  II,  the  "Holders")  and in other
materials  in  connection  with  the solicitation of proxies by the Holders from
stockholders  of  the  Company  to  be  voted  at  the  2011  annual  meeting of
stockholders of the Company and any adjournment thereof, and further consents to
serve  as  a  director  of  the  Company,  if  elected.

     The  undersigned  hereby  consents  to  the  disclosure  of all information
relating  to  the  undersigned  as  would  be  required  to  be  disclosed  in
solicitations  of  proxies  for  the  election  of the undersigned as a director
pursuant  to  Regulation  14A  under  the  Securities  Exchange  Act of 1934, as
amended,  in  any  such  solicitation  made  by the Company. The undersigned, if
elected,  intends  to  tender,  promptly following the undersigned's election or
reelection,  an irrevocable resignation effective upon the undersigned's failure
to  receive  the  required  vote for reelection at the next meeting at which the
undersigned would face reelection and upon acceptance of such resignation by the
board  of directors, in accordance with the Company's Board Practice on Director
Elections.

Dated:  June  9,  2011



                                                      /s/ Lucian  A.  Bebchuk
                                                      -----------------------
                                                      Name:  Lucian  A.  Bebchuk



                                                                         ANNEX C
                                                                    ATTACHMENT 4

                               CONSENT OF NOMINEE

     The undersigned hereby consents to being named as a nominee for election as
a  director of Forest Laboratories, Inc. (the "Company"), in the proxy statement
to  be  filed  with  the  Securities  and Exchange Commission and distributed to
stockholders  of  the  Company by High River Limited Partnership ("High River"),
Icahn  Partners  LP  ("Icahn  Partners"),  Icahn Partners Master Fund LP ("Icahn
Master"),  Icahn  Partners Master Fund II LP ("Icahn Master II"), Icahn Partners
Master  Fund III LP ("Icahn Master III", and collectively with High River, Icahn
Partners,  Icahn  Master  and  Icahn  Master  II,  the  "Holders")  and in other
materials  in  connection  with  the solicitation of proxies by the Holders from
stockholders  of  the  Company  to  be  voted  at  the  2011  annual  meeting of
stockholders of the Company and any adjournment thereof, and further consents to
serve  as  a  director  of  the  Company,  if  elected.

     The  undersigned  hereby  consents  to  the  disclosure  of all information
relating  to  the  undersigned  as  would  be  required  to  be  disclosed  in
solicitations  of  proxies  for  the  election  of the undersigned as a director
pursuant  to  Regulation  14A  under  the  Securities  Exchange  Act of 1934, as
amended,  in  any  such  solicitation  made  by the Company. The undersigned, if
elected,  intends  to  tender,  promptly following the undersigned's election or
reelection,  an irrevocable resignation effective upon the undersigned's failure
to  receive  the  required  vote for reelection at the next meeting at which the
undersigned would face reelection and upon acceptance of such resignation by the
board  of directors, in accordance with the Company's Board Practice on Director
Elections.

Dated:  June  8,  2011



                                                               /s/ Eric  Ende
                                                               --------------
                                                               Name:  Eric  Ende



                                                                         ANNEX D

Attached  to  this  Annex  D  is the form of agreement to be entered into by the
Nominees  (other than Dr. Denner) and an affiliate of the Record Holder pursuant
to  which  such affiliate has agreed to pay certain fees to such Nominees and to
indemnify  such Nominees with respect to certain costs incurred by such Nominees
in  connection  with  the  proxy  contest  relating  to  the  Annual  Meeting.




                                ICAHN CAPITAL LP

                                  June 9, 2011

To the undersigned potential nominee:

     This will confirm our understanding as follows:

     You agree that you are willing, should we so elect, to become a member of a
slate  of  nominees  (the  "Slate") to stand for election as directors of Forest
Laboratories,  Inc.  ("Forest  Laboratories") in connection with a proxy contest
with  management  of Forest Laboratories in respect of the election of directors
of  Forest  Laboratories  at  the  2011 Annual Meeting of Shareholders of Forest
Laboratories  (the "Annual Meeting"), expected to be held in the Summer of 2011,
or a special meeting of shareholders of Forest Laboratories called for a similar
purpose  (the  "Proxy  Contest").

     Icahn Capital LP ("Icahn") agrees to pay the costs of the Proxy Contest.

     In addition, upon our filing of a preliminary proxy statement with the SEC,
which indicates that Icahn, or an affiliate thereof, intends to nominate you for
election at the Annual Meeting, you will be entitled to be paid $25,000 by Icahn
unless  you  are  elected  to  serve as a director of Forest Laboratories at the
Annual  Meeting  or  a  special  meeting  of shareholders of Forest Laboratories
called  for  a  similar  purpose or in connection with a settlement of the Proxy
Contest by Icahn and Forest Laboratories, in which case you will not receive any
payment from Icahn in connection with the Proxy Contest. Payment to you pursuant
to  this  paragraph, if any, will be made by Icahn, subject to the terms hereof,
upon  the  earliest  of  (i) the certification of the results of the election in
respect  of the Proxy Contest, (ii) the settlement of the Proxy Contest by Icahn
and  Forest Laboratories, or (iii) the withdrawal of the Proxy Contest by Icahn.

     You  understand  that  it  may  be difficult, if not impossible, to replace
nominees  who,  such  as  yourself,  have agreed to serve on the Slate and later
change their minds and determine not to seek election. Accordingly, the Slate is
relying  upon your agreement to seek election. In that connection, you are being
supplied  with  a questionnaire in which you will provide Icahn with information
necessary  for  Icahn to make appropriate disclosure both to Forest Laboratories
and  for use in creating the proxy material to be sent to shareholders of Forest
Laboratories  and  to  be filed with the Securities and Exchange Commission. You
have  agreed  that  (i) you will immediately complete and sign the questionnaire
and  return it to Mark DiPaolo, Assistant General Counsel, Icahn Enterprises LP,
767  Fifth  Avenue,  Suite  4700,  New York, NY 10153, Tel: (212) 702-4361, Fax:
(212)  688-1158,  Email:  mdipaolo@sfire.com  and  (ii)  your  responses  to the
questions  contained  therein  will  be  true  and  correct  in all respects. In
addition, you have agreed that, concurrently with your execution of this letter,
you  will  execute  the  attached  instrument  directed  to  Forest Laboratories
informing  Forest  Laboratories that you consent to being nominated by Icahn, or
an  affiliate thereof, for election as a director of Forest Laboratories and, if
elected,  consent to serving as a director of Forest Laboratories and consent to
the disclosure of certain information relating to you as would be required to be
disclosed  in  solicitations of proxies for your election as a director pursuant
to  Regulation 14A under the Securities Exchange Act of 1934, as amended, in any
such  solicitation  made  by the Company.  You also will make a statement in the
attached  instrument  that  if elected, you intend to tender, promptly following
your  election  or  reelection,  an  irrevocable resignation effective upon your
failure to receive the required vote for reelection at the next meeting at which
you  would  face reelection and upon acceptance of such resignation by the board
of  directors,  in  accordance  with  the  Company's  Board Practice on Director
Elections.  Upon  being  notified  that  we have chosen you, we may forward that
instrument  and  your  completed  questionnaire (or summaries thereof) to Forest
Laboratories.

     Icahn hereby agrees that, so long as you actually serve on the Slate, Icahn
will  defend,  indemnify  and  hold  you  harmless  from and against any and all
losses,  damages, penalties, judgments, awards, liabilities, costs, expenses and
disbursements (including, without limitation, reasonable attorneys' fees, costs,
expenses  and  disbursements) incurred by you in the event that (i) you become a
party,  or  are  threatened  to  be  made  a  party,  to  any  civil,  criminal,
administrative or arbitrative action, suit or proceeding, and any appeal thereof
relating solely to your role as a nominee for director of Forest Laboratories on
the  Slate  (a  "Proceeding")  or  (ii)  you  are  called  to  testify or give a
deposition  in  any Proceeding (whether or not you are a party or are threatened
to be made a party to such Proceeding), including, in each case, the advancement
to  you  of  all  reasonable  attorneys'  costs  and expenses incurred by you in
connection  with  any  Proceeding. Your right of indemnification hereunder shall
continue  (i) in the event that Icahn determines to withdraw the Slate or remove
you  from  the  Slate  and  (ii) after the election has taken place but only for
events  which  occur  prior  to such election and subsequent to the date hereof.
Anything  to  the contrary herein notwithstanding, Icahn is not indemnifying you
for  any  action  taken  by you or on your behalf which occurs prior to the date
hereof  or  subsequent  to the Annual Meeting or such earlier time as you are no
longer  a  nominee  of  the  Slate for election to Forest Laboratories' Board of
Directors  or for any actions taken by you as a director of Forest Laboratories,
if  you  are  elected.  Nothing  herein  shall  be  construed  to provide you an
indemnity:  (i) in the event you are found to have engaged in a violation of any
provision  of  state  or federal law in connection with the Proxy Contest unless
you  demonstrate  that  your  action was taken in good faith and in a manner you
reasonably  believed  to  be in or not opposed to the best interests of electing
the  Slate;  or (ii) if you acted in a manner which constitutes gross negligence
or  willful  misconduct.  In  the  event  that  you  shall  make  any  claim for
indemnification  hereunder,  you shall promptly notify Icahn in the event of any
third-party  claims  actually made against you or known by you to be threatened.
In  addition, with respect to any such claim, Icahn shall be entitled to control
your  defense  with  counsel chosen by Icahn. Icahn shall not be responsible for
any  settlement  of  any claim against you covered by this indemnity without its
prior  written  consent. However, Icahn may not enter into any settlement of any
such claim without your consent unless such settlement includes a release of you
from  any  and  all  liability  in  respect  of  such  claim.

     Each  of us recognizes that should you be elected to the Board of Directors
of  Forest  Laboratories all of your activities and decisions as a director will
be  governed  by  applicable  law  and  subject  to  your  fiduciary duty to the
stockholders of Forest Laboratories and, as a result, that there is, and can be,
no  agreement  between  you and Icahn which governs the decisions which you will
make  as  a  director  of  Forest  Laboratories.



     Should  the  foregoing agree with your understanding, please so indicate in
the  space provided below, whereupon this letter will become a binding agreement
between  us.

                                              Very  truly  yours,


                                              ICAHN  CAPITAL  LP


                                              By:  __________________________
                                                   Name:  Edward  E.  Mattner
                                                   Title:  Authorized  Signatory




Agreed to and Accepted as
of the date first above written:


__________________________
Name:



                                                                       EXHIBIT 3

                         HIGH RIVER LIMITED PARTNERSHIP
                         ICAHN PARTNERS MASTER FUND LP
                        ICAHN PARTNERS MASTER FUND II LP
                       ICAHN PARTNERS MASTER FUND III LP
                               ICAHN PARTNERS LP
                          767 FIFTH AVENUE, 47TH FLOOR
                               NEW YORK, NY 10153

                                 June 16, 2011

VIA FACSIMILE, EMAIL, BY HAND AND FEDERAL EXPRESS
-------------------------------------------------

Forest Laboratories, Inc.
909 Third Avenue
New York, NY  10022
Attention:  Mr. Howard Solomon, Chairman and Chief Executive Officer
            Herschel S. Weinstein, Esquire, General Counsel and Corporate
            Secretary

Re:  Inspection  of  Books  and  Records
     -----------------------------------

Gentlemen:

     High  River  Limited Partnership ("High River") is the record owner of 1000
shares  of  the  common stock, ("Common Stock"), of Forest Laboratories, Inc., a
Delaware  corporation  (the "Corporation"). High River, Icahn Partners LP, Icahn
Partners  Master  Fund  LP,  Icahn Partners Master Fund II LP and Icahn Partners
Master  Fund  III  LP, are collectively described herein as the "Icahn Parties."
Including  the  1000  record  shares  held  by  High  River,  the  Icahn Parties
collectively  are the beneficial holders of approximately 19.9 million shares of
Common  Stock  costing approximately $317,000,000, which they believe represents
approximately 6.95% of the outstanding Common Stock. The Icahn Parties have been
stockholders  of the Corporation for approximately two years. Attached hereto as
Exhibit  A  are  true  and  correct  redacted  copies  of  brokerage  statements
evidencing  the  beneficial  ownership  of Common Stock by Icahn Partners Master
Fund LP, Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP and
Icahn  Partners  LP.

     As common stockholders of the Corporation, the Icahn Parties hereby demand,
pursuant  to Section 220 of the General Corporation Law of the State of Delaware
("Section  220")  and  the  common  law  of  the State of Delaware, the right to
inspect,  no  later  than June 22, 2011, during normal business hours, the books
and records of the Corporation requested herein, and to make copies or abstracts
there  from.

                                  I. Purpose.

     A. Factual Background.
        -------------------

     In  January  2004,  the United States Department of Justice ("DOJ") and the
United  States  Attorney's  Office  for  the  District of Massachusetts began an
investigation  into  marketing, sales, and other activities allegedly undertaken
by Forest Laboratories, Inc. (the "Company") in connection with Celexa, Lexapro,
and a formulation of Levothroid that the Company ceased distributing in 2003. In
September  2010,  the Corporation announced that a subsidiary had pled guilty to
federal  felony  and  misdemeanor  charges  relating  to this investigation. The
announcement  also  revealed  that the Corporation had paid various governmental
entities  in  excess  of $300 million to settle related charges. Thereafter, the
Corporation  announced that it had settled derivative suits against its board of
directors  and  certain  of  its  officers,  including  Howard  Solomon its CEO,
stemming  from  the situation, and it appeared from the information disclosed to
the  shareholders  that  the Corporation had put this situation behind it. That,
appearance,  however, was false. In fact, despite the settlement and guilty plea
something  had caused the federal government to seek to change the Corporation's
management.

     On April 13, 2011, the Company issued a press release, the material part of
which  stated  as  follows:

          NEW YORK, Apr 13, 2011 (BUSINESS WIRE) --

     Forest  Laboratories, Inc. (NYSE: FRX) today announced that Howard Solomon,
     Chairman, Chief Executive Officer and President, will challenge a potential
     action  by  the  Office  of the Inspector General, Department of Health and
     Human  Services  (HHS-OIG),  to  exclude  him from participation in federal
     healthcare  programs.  Mr.  Solomon was notified yesterday of the potential
     action  in  a  letter  from  HHS-OIG.

     The  potential  action emanates from matters that were settled by Forest in
     2010  with  no  finding of knowledge or wrongdoing by Mr. Solomon. The only
     basis  given in the letter notifying Mr. Solomon of the potential action is
     that  he  is "associated with" Forest. The letter gives Mr. Solomon 30 days
     to  respond and say why he should not be excluded. Should HHS-OIG determine
     after  that  that Mr. Solomon be excluded, unless the effectiveness of such
     exclusion  is  enjoined  by  a court, Mr. Solomon would be required to step
     down  from  his  present executive positions. Mr. Solomon plans to commence
     immediate  litigation  to  prevent  such  exclusion  from  taking effect if
     HHS-OIG  determines  to  proceed.

     Board  member  and  Chairman  of the Audit Committee William J. Candee III,
     speaking  on behalf of Forest's entire Board of Directors stated, "It would
     be  completely unwarranted to exclude a senior executive against whom there
     has  never  been  any  allegation of wrongdoing whatsoever. Mr. Solomon has
     always  set  a tone of the highest integrity from the top. At Mr. Solomon's
     direction,  the  Company  has  significantly  enhanced  its  sales  force
     monitoring  and  compliance  procedures.  We  believe the potential HHS-OIG
     action  may  well  be  beyond  its  legal  authority."

     Continued  Mr.  Candee,  "At  no  time  during  the  government's  six year
     investigation  of  Forest was Mr. Solomon ever accused of any wrongdoing in
     connection  with  the  matters settled in 2010. We are hopeful that HHS-OIG
     will  decide  that  the  facts  and  circumstances as to Mr. Solomon do not
     warrant  an  exercise  of  its  exclusion  authority."

     Herschel S. Weinstein, Vice President and General Counsel stated, "Numerous
     other  major  pharmaceutical  companies  have  plead  guilty  to  much more
     egregious  offenses,  and  none of them has faced the exclusion of a senior
     executive  who  has not himself been convicted of a crime or pleaded guilty
     to  a  crime. We believe that HHS-OIG is contemplating using a statute that
     has never before been used under these circumstances and would be exceeding
     the  bounds  of  its  authority."

     Since  the  date  that  release was issued, the Corporation issued its Form
10-K  for  2010.  It  expanded  upon  the  statements  of  the  press  release:

     "Mr.  Howard  Solomon, our Chairman, Chief Executive Officer and President,
     has  received  a  notice  from the OIGHHS indicating its intent to consider
     excluding  Mr.  Solomon  from participating in federal healthcare programs.
     This  potential  action by the OIGHHS emanates from matters that we settled
     in  2010  with  no  finding  of knowledge or wrongdoing by Mr. Solomon. Mr.
     Solomon has until June 13, 2011 to respond to this notice explaining why he
     should  not be so excluded. Should the OIGHHS determine after such response
     that  Mr. Solomon should be excluded, Mr. Solomon would be required to step
     down  from his present executive positions unless the effectiveness of such
     exclusion  is  enjoined by legal proceedings. Mr. Solomon plans to commence
     litigation  to  prevent  such  exclusion  from  taking  effect  if  OIGHHS
     determines  to proceed. We do not believe any such exclusion of Mr. Solomon
     is  warranted  and  will  support  legal  actions  to  challenge  any  such
     exclusion."

     The  Corporation's  disclosures  make  three  points clear: (1) the federal
government  had  brought  criminal and civil charges against the Corporation for
claimed  misconduct,  and  those  charges  were  settled  in September 2010; (2)
contrary  to  public  statements made by the Corporation that settlement did not
resolve  all  outstanding  issues and the federal government has now for reasons
not  disclosed  by  the  Corporation  demanded  Mr.  Solomon,  the Corporation's
Chairman,  CEO and President, step down from those roles or the Corporation will
be  barred  from  doing  business with the United States Government; and (3) the
Corporation's  board  of directors fully supports Mr. Solomon in his battle with
the  Government  and  has  ordered  the  Corporation  to  back him in his fight.

     The  board's  support of Mr. Solomon comes despite declining performance of
the  Corporation over the past seven years. The price of the Common Stock peaked
in February 2004 at almost $76 per share. The current price is approximately $38
per  share,  which means that shareholder value has been essentially cut in half
during  the  last  seven years. Analysts are predicting even further operational
slippage  as  key drugs come off patent without immediate replacements. Earnings
for  the  fiscal  year  ending  March  31,  2011  were $4.41 per share; the mean
estimates  for  fiscal 2012 and 2013 are $3.68 and $1.21 per share respectively.
Top  line  revenue  is  predicted to decline from $4.42 billion to $3.38 billion
over  the  same  period. From 2004 to the present a total of over $10 billion in
shareholder  value  has  evaporated under the stewardship of Mr. Solomon and the
board  and  corporate  performance  is  still  heading  downhill.

     Although  the  stockholders  have  lost  huge  amounts  of money, the board
ensured  that  Mr.  Solomon greatly prospered over the same period. According to
the  Corporation's disclosures, Mr. Solomon received almost $50 million in total
compensation  from  2004-2010. And that number is conservative. In 2004-2005 the
Company  reported  two  possible  values for options grants, and the $50 million
number  uses  the lower of the two values for those years. If the higher figures
were  used,  the  reported  compensation  amount  would  increase  to almost $70
million.  In  addition,  while  the shareholders were suffering from large stock
declines,  Mr.  Solomon was selling. In February 2007 he sold 4.3 million shares
at  an  average  price  of  $52.60  per share, for a total of approximately $226
million,  although the board has since issued Mr. Solomon significant amounts of
new options and shares. In other words, Mr. Solomon cashed out much of his stake
in  the  Company  just  as  tough times were beginning, and his present holdings
almost entirely consist of options or shares directly granted by the Corporation
or  that  resulted  from  the  exercise  of  options granted by the Corporation.

     B. Mr. Solomon's Curious Board.
        ----------------------------

     The Government's action against Mr. Solomon is apparently unprecedented. It
appears  that  never  before  has the Government insisted that a chief executive
officer  resign  in order for a company to be allowed to continue to do business
with  the  Government.  It  is  difficult to understand why a board would richly
reward a chief executive for the performance that Mr. Solomon has delivered over
the  past  seven years. It is even more difficult to understand how any board of
directors  would  risk  a company to support a CEO with such a track record in a
confrontation  with  the  Government.

     The  Corporation,  however,  does  not  have  the  type of board found at a
typical  public  company.r  It  currently has 9 directors, who-together with Mr.
Solomon and the rest of executive management-collectively own only approximately
3%  of  the Corporation's stock, and most of that stock has been received in the
forms  of options or other stock grants. The directors have invested very little
of  their  own  cash  in  the  Corporation.

     The  following  table lists the current directors, their positions with the
Corporation,  their  ages  and  length  of  tenure  on  the  board.

DIRECTOR                   POSITION WITH FOREST        AGE     YEAR JOINED BOARD
--------                   --------------------        ---     -----------------
Howard Solomon             Chairman and CEO             83           1964
                           (since 1977)
William J. Candee, III     Co-Chairman; Audit           84           1959
                           Comm. Chair
George S. Cohan                                         87           1977
Dan L. Goldwasser                                       71           1977
Kenneth E. Goodman         Former President and COO     63           1998
Lester B. Salans, MD                                    75           1998
Lawrence S. Olanoff, MD    Just-Resigned President      59           2006
                           and COO
Nesli Basgoz, MD                                        53           2006
Peter J. Zimetbaum, MD                                  47           2009

     As  can  be  seen,  three of the Corporation's directors have served on the
board  with Mr. Solomon for over thirty years each, and all but one of the board
members  were  directors  during  the  past years in which shareholder value was
vaporized  and  Mr. Solomon received large amounts of compensation. Overall, the
average  length  of  board  service  of  the  directors  is  almost  23  years.

     Given  the  directors'  relatively  small  holdings of stock, extraordinary
average  length  of tenure on the board and habit of rewarding Mr. Solomon while
the  stockholders  suffered,  the  possibility obviously exists that many of the
directors  cannot  view Mr. Solomon's performance objectively. Thus, it would be
extremely  difficult  for  them to not support Mr. Solomon in his fight with the
Government  even if that fight is not in the Corporation's or stockholders' best
interests.  Indeed,  it is necessary to ask whether there has been a fundamental
failure  of  board  leadership  and  supervision as the directors have put their
personal  loyalty  and friendship to Mr. Solomon above their fiduciary duties to
the  Corporation  and  its  stockholders.

     If  the  Corporation's  scant public disclosures are correct, the board has
now  irrevocably  committed  to supporting Mr. Solomon in his battle against the
Government. Given that commitment, it is now up to the stockholders to decide if
these  are the best directors to be the stewards of Forest Laboratories' fate at
this  critical  time.  To  make that decision, though, the stockholders need far
more  information  about what is going on and why it is occurring than they have
received.  The  Corporation's  public  disclosures  about  this affair have been
opaque,  inaccurate  and  seemingly  designed  to  reveal  the  least  possible
information. The stockholders have not even been informed of the charges against
Mr.  Solomon.  Thus,  the  stockholders  have  been  denied  even the most basic
information  necessary  to determine whether the board is following a proper and
appropriate  course in its dealings with the Government or whether it is risking
the  Corporation  to  protect  the  CEO.

     C. The Legal Standard and the Unanswered Questions.
        ------------------------------------------------

     Section  220  permits  the  stockholders  of  a  corporation to investigate
corporate  mismanagement  for  the  purposes of, among other things, "mounting a
proxy fight to elect new directors;" "bring[ing] corporate misconduct to light;"
or  bringing  litigation  to  redress wrongdoing, so long as there is a credible
basis  to  believe  such  wrongdoing or mismanagement occurred. Here there is no
doubt  that  there is a credible basis to believe that wrongdoing has occurred-a
corporate subsidiary has pled guilty to a felony, the Corporation paid over $300
million  in  fines  and  reimbursement  and the Government is demanding that the
Chairman  and  CEO  be  removed  from  his  offices.

     The  board's  action  in  immediately  supporting Mr. Solomon - despite his
track record over the past seven years - also raises a credible basis to believe
that  it  too  engaged  in  mismanagement  or wrongdoing as do the Corporation's
obfuscating  and  misleading  public  statements  about  the  situation.

     In  deciding  how  the  Corporation  should  be  governed going forward the
stockholders need answers to the following fundamental but unanswered questions.

     First, what has the Government told the Corporation about why it is seeking
such  an  unprecedented  remedy  against  Mr.  Solomon and why did the September
settlement  not  resolve  all  such  matters?

     Second,  why  did the board immediately back Mr. Solomon? The press release
that  stated  that  the  board was backing him was issued only one day after the
Corporation purportedly was informed of the issue, which implies either that the
Corporation  was already aware of the possibility that the Government might take
action against Mr. Solomon but did not disclose that to the stockholders or that
the  board acted with very little information and even less time to consider the
import  of  what  it  was  doing  in  publicly  backing  Mr.  Solomon.

     Third,  does  the  Corporation in fact have adequate grounds to contest the
Government's  actions  here?

     Fourth,  regardless  of the background facts is it actually in the interest
of  the  Corporation  and  all of its stockholders to fight the Government under
these  circumstances?  Is Mr. Solomon, whose last seven years of stewardship has
resulted  in  a  drop  in  shareholder  value  of 50%, really so critical to the
success  of  the  Corporation  that  it justifies the risks the board is taking?

     Finally,  is  this  board  so  compromised  or complicit with regard to Mr.
Solomon  that  it  has become potentially liable for its own violations of duty?

     D. Why the Icahn Parties Need to Review the Documents.
        ---------------------------------------------------

     As  long-term  stockholders,  the  Icahn  Parties  believe  that this is an
intolerable situation that is patently unfair to the Corporation's stockholders.
As  the  Corporation  is  aware, pursuant to the Corporation's by-laws the Icahn
Parties have delivered the necessary papers to nominate alternative directors at
the  Corporation's  annual meeting, which should be held in approximately August
2011.  The  purpose  of  this  demand  is:

     (1)  to  enable the Icahn Parties to review the information requested below
and,  if  appropriate,  to share it with their fellow stockholders in connection
with  the  2011annual  meeting  of  stockholders, and to use such information to
support  the  election of directors nominated by the Icahn Parties in opposition
to  the  Corporation's  slate  of  directors;

     (2)  to  help the Icahn Parties determine which among the directors are the
least  independent  and  engaged so that the Icahn Parties might seek to replace
those  directors and retain the members of the board who are best suited to help
manage  the  Corporation  going  forward;

     (3)  to  determine whether the board breached its duties to the Corporation
and  its  stockholders when it determined to support Mr. Solomon in his personal
fight  with  the  Government;  and

     (4)  to  determine  whether  litigation  should be brought on behalf of the
Corporation and/or its stockholders against Mr. Solomon and members of the board
of  directors.

                            II. Documents Requested.

     The  Icahn Parties therefore request the Corporation to produce to them the
following  documents:

          a)   The  HHS-OIG letter referred to in the press release quoted above
               that  was delivered to the Corporation on or about April 12, 2011
               and  any  other  documents  from  HHS-OIG  or  counsel  for  the
               government  in  this  matter  dealing  with  Mr. Solomon, and any
               responses  by  Mr.  Solomon  or  the  Corporation  thereto.

          b)   Any  document  indicating  that  the Corporation was aware of the
               possibility  that  HHS-OIG  (or  other governmental agency) might
               seek  such  a,  or similar, sanction against Mr. Solomon prior to
               April  12,  2011 (including any prior correspondence with HHS-OIG
               or  its  counsel  relating  to  such  subject).

          c)   All  documents  provided to the board of directors or a committee
               thereof  on  this  subject.

          d)   All  board  or  committee  minutes  in  which  this  subject  is
               discussed,  including  any  minutes,  resolutions  or  consents
               pursuant  to  which  the board or any committee thereof concluded
               that  it  did not believe any such exclusion of Mr. Solomon [wa]s
               warranted and w[ould] support legal actions to challenge any such
               exclusion.

     The  undersigned will bear the reasonable costs incurred by the Corporation
in  connection  with  the  production  of  the  above  information.

                                     * * *

     The  undersigned  hereby  authorizes  Stephen  Jenkins, Esq. and Richard D.
Heins,  Esq.  of  Ashby  & Geddes, Wilmington, DE and their respective partners,
associates,  employees  and  any  other persons designated by Stephen Jenkins or
Richard  D.  Heins,  acting  together,  singly or in combination, to conduct, as
their  agents,  the inspection and copying requested herein and otherwise act on
behalf  of  the  undersigned  pursuant to the attached power of attorney. Please
advise  the  undersigned's  counsel,  Marc  Weitzen,  at (212) 702-4388, or Mark
DiPaolo  at  (212)  702-4361 as promptly as practicable when and where the items
demanded  above  will  be  made available to the undersigned. Please also advise
Marc Weitzen or Mark DiPaolo immediately whether you voluntarily will supply the
requested  information.

                                             Very  truly  yours,


                                             HIGH RIVER LIMITED PARTNERSHIP

                                             By: Hopper Investments LLC, general
                                                 partner


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

                                             ICAHN PARTNERS MASTER FUND LP


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

                                             ICAHN PARTNERS MASTER FUND II L.P.


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

                                             ICAHN PARTNERS MASTER FUND III L.P.


                                             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




SWORN TO AND SUBSCRIBED
before me this 16th day of June 2011



/s/ Notary Public
-----------------
Notary  Public