SCHEDULE 14A
                   Proxy Statement Pursuant to Section 14(a)
            of the Securities Exchange Act of 1934 (Amendment No. 2)



Filed by the Registrant [ ]

Filed by a Party other than the Registrant [x]

Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
    14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-12

                           FOREST LABORATORIES, INC.
                (Name of Registrant as Specified In Its Charter)

                            DR. ALEXANDER J. DENNER
                              DR. RICHARD MULLIGAN
                            PROF. LUCIAN A. BEBCHUK
                                DR. ERIC J. ENDE
                               MR. CARL C. ICAHN
                         HIGH RIVER LIMITED PARTNERSHIP
                             HOPPER INVESTMENTS LLC
                                 BARBERRY CORP.
                               ICAHN PARTNERS LP
                         ICAHN PARTNERS MASTER FUND LP
                        ICAHN PARTNERS MASTER FUND II LP
                       ICAHN PARTNERS MASTER FUND III LP
                          ICAHN ENTERPRISES G.P. INC.
                        ICAHN ENTERPRISES HOLDINGS L.P.
                                   IPH GP LLC
                               ICAHN CAPITAL L.P.
                                ICAHN ONSHORE LP
                               ICAHN OFFSHORE LP
                                 BECKTON CORP.
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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:




        [PRELIMINARY COPIES, DATED _____, 2011, SUBJECT TO COMPLETION],
                      2011 ANNUAL MEETING OF STOCKHOLDERS


                                       OF

                           FOREST LABORATORIES, INC.
                              ___________________

                                PROXY STATEMENT

                                       OF

                               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
                              ___________________

To Our Fellow Forest Laboratories Stockholders:

     This  Proxy  Statement  and  the  accompanying  GOLD  proxy  card are being
furnished  to  Stockholders  ("Stockholders")  of Forest Laboratories, Inc., 909
Third Avenue, New York, New York 10022 ("Forest Laboratories," the "Corporation"
or  the  "Company")  in  connection  with the solicitation of proxies by Carl C.
Icahn  and  the  Participants  (as  hereinafter defined), to be used at the 2011
Annual  Meeting  (the  "Annual  Meeting") of Stockholders of Forest Laboratories
which  is  scheduled to be held at [ ], on [ ], at [ ], and at any adjournments,
postponements  or continuations thereof. This Proxy Statement and the GOLD proxy
card  are  first  being  furnished  to  Stockholders  on  or  about  [  ].

     At  the Annual Meeting, the Participants will seek to elect to the Board of
Directors  ("Board")  of  Forest  Laboratories  the  following  persons  (each a
"Nominee"  and  collectively,  the  "Nominees"):

                            DR. ALEXANDER J. DENNER
                              DR. RICHARD MULLIGAN
                          PROFESSOR LUCIAN A. BEBCHUK
                                DR. ERIC J. ENDE

     The  Icahn  Parties (as hereinafter defined) believe that the Nominees have
impressive  qualifications  and that their experience, including on other pharma
boards, would be extremely beneficial to Forest Laboratories and, therefore, its
stockholders. 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 Icahn Parties believe that the Nominees' 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 Icahn Parties also believe
that  each  Nominee  is  a  strong stockholder-oriented individual who will help
represent  the  best  interests  of  the  Corporation's  stockholders.


     The  Icahn  Parties  believe  that  recent  events  concerning  Forest
Laboratories,  together  with  the  declining performance of its shares over the
past  7  years  and  the  anticipated decline in Forest Laboratories' results of
operations due to the loss of patent protection on Lexapro, its most significant
drug,  also  warrant  a  change  in  the  composition  of the Company's board of
directors.  The  share price of Forest Laboratories' Common Stock was $75.48 per
share in February 2004. The share price as of July 5, 2011 was $39.60 per share.
This  represents  a decline in the price of Forest Laboratories' Common Stock of
approximately  47.5%  over  the  past  7 years. In addition, according to Forest
Laboratories'  Form  10-K  for  the fiscal year ended March 31, 2011, under Risk

                                       1


Factors,  "[Forest  Laboratories  is] Substantially Dependent on Sales of Two of
Our  Principal  Products", Lexapro accounted for 55% of Forest Laboratories' net
sales  in 2011 and "with the expiration of the patent for Lexapro in March 2012,
the  Company  will face generic competition, which [Forest Laboratories expects]
will  immediately  and  significantly  erode  sales  of  Lexapro going forward."
According to a Form 8-K filed by Forest Laboratories on April 20, 2011, earnings
per  share  was  $3.59  for  the  fiscal  year  ending March 31, 2011 and Forest
Laboratories  expects  diluted  earnings  per share to be in a range of $3.60 to
$3.70  for  the  fiscal  year  ending March 31, 2012 and not less than $1.20 per
share  for  the  fiscal  year  ending  March  31,  2013.




     The  Icahn Parties believe that the experience of their nominees, including
experience  on  boards  of  other  pharmaceutical  companies,  will be extremely
beneficial  to  Forest Laboratories and, therefore, its stockholders. This is in
contrast  to  the  fact that none of the current members of Forest Laboratories'
Board of Directors has served on the board of another publicly traded company in
the  past  four  years. In addition, given that the average length of service on
the current Board is nearly 23 years, the Icahn Parties believe that the Company
would  benefit  from  fresh  perspectives  from  new board members with relevant
experience.


     Additionally,  in  2010,  the  Company  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  Company  stated  that  these  matters were resolved. However, this
proved  not  to  be  the case. On April 13, 2011, the Company publicly disclosed
that on April 12, 2011, Mr. Howard Solomon, the longtime Chairman and CEO of the
Company,  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  Company  previously disclosed were settled. The Company
stated  that  should  the OIGHHS ultimately determine that Mr. Solomon should be
excluded,  Mr.  Solomon  would  be  required  to  step down as an officer of the
Company  unless his exclusion is enjoined by legal proceedings. The Company 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 Company will support such litigation by Mr. Solomon. The
Company  indicated  that  it  believes  that  these  actions  by  the OIGHHS are
unprecedented.

     Each  of  our Nominees has consented to being named in this Proxy Statement
and,  if  elected,  to  serve  as  a  director.

     Under  the  proxy rules we may only solicit proxies for our Nominees, which
would result in limiting the ability of Stockholders that would like to vote for
our  Nominees  to  fully  exercise  their voting rights to vote for up to a full
complement  of  nine directors. Alternatively, we may solicit proxies in support
of  our  Nominees  and  also  seek  authority  to  vote  for  all  of the Forest
Laboratories  nominees other than those Forest Laboratories nominees we specify.
This  would enable a Stockholder who desires to vote for up to a full complement
of nine director nominees to use the GOLD proxy card to vote for our Nominees as
well  as  the  Forest Laboratories nominees for whom we are seeking authority to
vote  other  than  those  nominees  as  to  which  the  Stockholder specifically
withholds  our  authority to vote for. We have determined to nominate a slate of
four  Nominees, Dr. Denner, Dr. Mulligan, Professor Bebchuk and Dr. Ende and are
seeking  authority  to  vote  for  up to all of the Forest Laboratories nominees
other  than  [ ]. As a result, should a Stockholder so authorize us, on the GOLD
proxy  card,  we  would  cast  votes for our four Nominees and up to five Forest
Laboratories nominees. None of the Forest Laboratories nominees for whom we seek
authority  to  vote  have  agreed to serve with any of our Nominees, if elected.

     THE  PARTICIPANTS URGE YOU TO VOTE THE GOLD PROXY CARD FOR DR. ALEXANDER J.
DENNER,  DR.  RICHARD MULLIGAN, PROFESSOR LUCIAN A. BEBCHUK AND DR. ERIC J. ENDE
AS  DIRECTORS.

     The  Nominees and each of the other Participants have no interest in Forest
Laboratories  other  than through the beneficial ownership (if any) of shares of
Common  Stock,  par  value  $0.10 per share, of Forest Laboratories (the "Common
Stock") or other securities (if any) of Forest Laboratories, except as disclosed
herein,  including  the Annexes hereto, and in the case of each of Dr. Mulligan,
Professor  Bebchuk  and  Dr.  Ende,  pursuant  to  an agreement in which certain
affiliates  of  Carl C. Icahn have agreed to pay each of Dr. Mulligan, Professor
Bebchuk  and  Dr.  Ende  $25,000  and  to indemnify such Nominee with respect to
certain costs incurred by each such Nominee in connection with the proxy contest
relating  to the Annual Meeting (the "Nominee Agreement") and in the case of Dr.
Denner,  through  his profit interests in the shares of Common Stock held by the
Icahn  Parties  and  their  affiliates  as  described  herein.


                                       2



     DR.  ALEXANDER J. DENNER, DR. RICHARD MULLIGAN, PROFESSOR LUCIAN A. BEBCHUK
AND  DR.  ERIC  J.  ENDE  ARE  COMMITTED  TO  ACTING IN THE BEST INTEREST OF ALL
STOCKHOLDERS OF FOREST LABORATORIES. THE PARTICIPANTS URGE YOU TO VOTE YOUR GOLD
PROXY  CARD  FOR DR. ALEXANDER J. DENNER, DR. RICHARD MULLIGAN, PROFESSOR LUCIAN
A.  BEBCHUK  AND  DR.  ERIC  J.  ENDE.


                                       3



                                   IMPORTANT

     According  to  Forest  Laboratories'  Proxy  Statement,  the  Bylaws  and
applicable  law, the election of the Nominees requires the affirmative vote of a
plurality  of the votes cast by the holders of Forest Laboratories' Common Stock
at  a meeting at which a quorum is present in person or represented by proxy. As
a result, your vote is extremely important. We urge you to mark, sign, date, and
return  the  enclosed  GOLD proxy card to vote FOR the election of each Nominee.

     WE  URGE YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY FOREST LABORATORIES.
IF  YOU  HAVE  ALREADY  DONE  SO,  YOU  MAY  REVOKE  YOUR  PROXY BY DELIVERING A
LATER-DATED  GOLD PROXY CARD IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE, EXECUTING
A  VOTE VIA INTERNET OR TELEPHONE, OR BY VOTING IN PERSON AT THE ANNUAL MEETING.
SEE  "VOTING  PROCEDURES"  AND  "PROXY  PROCEDURES"  BELOW.

     If  you attend the Annual Meeting and you beneficially own shares of Common
Stock  but  are not the record owner, your mere attendance at the Annual Meeting
WILL  NOT  be  sufficient  to  cancel your prior given proxy card. You must have
written  authority  from  the record owner to vote the shares of Common Stock in
its  name  at  the meeting. Contact D.F. King & Co., Inc. at the number shown in
this  Proxy  Statement  for  assistance  or  if  you  have  any  questions.

     If  you  have  any  questions  or  require any assistance in executing your
proxy,  please  call:

                             D.F. KING & CO., INC.
                  STOCKHOLDERS CALL TOLL-FREE:  (800) 697-6975
                BANKS AND BROKERS CALL COLLECT:  (212) 269-5550

    THE PROXY STATEMENT, AS WELL AS OTHER PROXY MATERIALS DISTRIBUTED BY THE
    PARTICIPANTS, ARE AVAILABLE FREE OF CHARGE ONLINE AT WWW.DFKING.COM/FRX.


     Only holders of record of Forest Laboratories' Common Stock as of the close
of  business on [ ] (the "Record Date") are entitled to notice of, and to attend
and  to  vote  at,  the  Annual  Meeting  and  any adjournments or postponements
thereof.  According to the proxy statement of Forest Laboratories filed with the
Securities  and Exchange Commission ("Forest Laboratories' Proxy Statement") for
the  Annual Meeting, as of the Record Date, there were outstanding [ ] shares of
Common Stock. Stockholders of record at the close of business on the Record Date
will  be  entitled  to  one  vote at the Annual Meeting for each share of Common
Stock  of  Forest  Laboratories  held  on  the  Record  Date.


     As  of  the Record Date, the Participants and their affiliates beneficially
owned an aggregate of [ ] shares of Common Stock, representing approximately [ ]
of the outstanding shares of Common Stock. The Participants and their affiliates
intend  to  vote  such  shares of Common Stock FOR the election of the Nominees.

     VOTE  FOR  THE NOMINEES BY USING THE ENCLOSED GOLD PROXY TO VOTE TODAY - BY
TELEPHONE,  BY  INTERNET,  OR BY MARKING, SIGNING, DATING AND RETURNING THE GOLD
PROXY  CARD  IN  THE  POSTAGE-PAID  ENVELOPE  PROVIDED  TO  YOU.

PARTICIPANTS IN SOLICITATION OF PROXIES

     In  addition  to the Nominees (who are Dr. Alexander J. Denner, Dr. Richard
Mulligan, Professor Lucian A. Bebchuk and Dr. Eric J. Ende), the participants in
the  solicitation  of  proxies  (the "Participants") from Stockholders of Forest
Laboratories  include  the  following:  Carl  C.  Icahn, a citizen of the United
States,  High  River  Limited  Partnership,  a  Delaware  limited  partnership
("HighRiver"),  Hopper  Investments  LLC,  a  Delaware limited liability company
("Hopper"),  Barberry Corp., a Delaware corporation ("Barberry"), Icahn Partners
LP,  a  Delaware  limited  partnership ("Icahn Partners"), Icahn Partners Master
Fund  LP,  a Cayman Islands limited partnership ("Icahn Master"), Icahn Partners
Master  Fund  II L.P., a Cayman Islands limited partnership ("Icahn Master II"),
Icahn  Partners  Master  Fund  III  L.P.,  a  Cayman Islands limited partnership
("Icahn  Master  III"), Beckton Corp., a Delaware corporation ("Beckton"), Icahn
Enterprises  G.P.  Inc.,  a Delaware corporation ("Icahn Enterprises GP"), Icahn
Enterprises  Holdings  L.P.,  a Delaware limited partnership ("Icahn Enterprises
Holdings"),  IPH  GP  LLC,  a  Delaware limited liability company ("IPH"), Icahn
Capital LP, a Delaware limited partnership ("IcahnCapital"), Icahn Onshore LP, a
Delaware limited partnership ("Icahn Onshore") and Icahn Offshore LP, a Delaware
limited  partnership  ("Icahn  Offshore").


                                       4




     Icahn  Partners,  Icahn  Master, Icahn Master II, Icahn Master III and High
River (collectively, the "IcahnParties"), are entities controlled by Mr. Carl C.
Icahn.  Dr.  Denner  is  an employee and/or officer and/or director of the Icahn
Parties and various other entities controlled by Mr. Icahn, who will participate
in  soliciting  proxies  from  Forest  Laboratories'  Stockholders.  Except  as
described  herein,  Dr.  Denner  does  not  own  beneficially  any  interest  in
securities  of  Forest  Laboratories and Dr. Denner will not receive any special
compensation  in  connection  with  such  solicitation.  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 ownership of the shares of
Common  Stock.  In  the  aggregate,  Dr.  Denner's  profit interests and capital
accounts  of  Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III
entitled  him  to  less  than  2%  of  the  profits  generated by such entities'
ownership  of  the  shares  of  Common  Stock. The foregoing with respect to the
shares of Common Stock has been superseded by the following as of June 10, 2011:
Dr.  Denner  has  a  participatory  interest  in the profits attributable to the
shares  of  Common  Stock  beneficially  owned  by  the  Icahn Parties and their
affiliates  equal  to  5%  of  an  amount equal to (x) such profits minus (y) an
amount  equal  to  a  return  of 8% per annum, compounded annually, on the Icahn
Parties'  and  their  affiliates'  investment  in  the  shares  of Common Stock.


     Annex  A  attached  hereto  sets  forth,  as  to the Nominees and the other
Participants,  all  transactions  in  securities of Forest Laboratories effected
during the past two years and their beneficial ownership of securities of Forest
Laboratories.

     With  respect  to  each Participant (including the Nominees), except as set
forth  herein  or in any of the Annexes attached hereto, (i) such Participant is
not,  nor  was  within  the  past  year, a party to any contract, arrangement or
understanding  with  any  person  with  respect  to  any  securities  of  Forest
Laboratories,  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  Participant  nor  any  of  such Participant's associates have any
arrangement  or  understanding  with  any  person with respect to (A) any future
employment  by  Forest  Laboratories  or  its  affiliates  or  (B)  any  future
transactions  to  which Forest Laboratories or any of its affiliates will or may
be  a  party.

PROPOSAL 1 -- ELECTION OF DIRECTORS

     Article  I,  Section 6, of Forest Laboratories' Amended and Restated Bylaws
provides  that  nominations of persons for election to the Board of Directors of
the  Corporation  may  be made " by any stockholder of the Corporation who was a
stockholder  of  record  at  the  time  of giving of notice provided for in this
Bylaw,  who  is entitled to vote at the meeting and who complies with the notice
procedures  set  forth  in  this  Bylaw." On June 10, 2011, High River, a record
holder  of  Common  Stock,  delivered  timely  notice  in  accordance  with  the
foregoing, notifying Forest Laboratories that High River intends to nominate and
will  seek to elect at the Annual Meeting - Dr. Alexander J. Denner, Dr. Richard
Mulligan,  Professor  Lucian  A.  Bebchuk and Dr. Eric J. Ende as members of the
board of directors of Forest Laboratories. Each Nominee, if elected, would serve
a  one-year  term  and hold office until the 2012 annual meeting of Stockholders
and  until  a  successor  has  been  duly  elected  and  qualified.  Background
information  about  each  of  the  Nominees  is  set forth below and the Annexes
attached  hereto.

     According  to  Forest  Laboratories'  Proxy  Statement, the Board of Forest
Laboratories  intends  to  nominate nine candidates for election as directors at
the  Annual  Meeting.  This  Proxy  Statement is soliciting proxies to elect Dr.
Alexander  J.  Denner, Dr. Richard Mulligan, Professor Lucian A. Bebchuk and Dr.
Eric  J.  Ende,  and  to enable Stockholders to vote for the Forest Laboratories
nominees  other  than  [  ]. Therefore, should a Stockholder so authorize us, we
will  cast  votes  for  our  four  Nominees  and  up to five Forest Laboratories
nominees.  None  of such Forest Laboratories nominees for whom we seek authority
to  vote  have  agreed  to  serve  with  any  of  our  Nominees,  if  elected.

     If  elected,  the Nominees will be a minority of the directors and will not
alone  be  able to adopt resolutions. However, the Nominees expect to be able to
actively  engage other Board members in full discussion of the issues facing the
Company and resolve them together. By utilizing their respective experiences and
working  constructively with Board members, the Nominees believe they can effect
positive  change  at  the  Company.


                                       5



     Mr.  Icahn  has  an  interest  in  the  election of directors at the Annual
Meeting  indirectly  through  the beneficial ownership of securities, as further
described  in Annex A. Dr. Richard Mulligan, Professor Lucian A. Bebchuk and Dr.
Eric  J.  Ende  are each party to a Nominee Agreement, substantially in the form
attached  hereto  as  Annex B, pursuant to which the Icahn Capital has agreed to
pay  certain  fees  to each such Nominee and to indemnify each such Nominee with
respect  to  certain  costs incurred by each such Nominee in connection with the
proxy  contest relating to the Annual Meeting. Except as disclosed in this Proxy
Statement,  including the Annexes attached hereto and as provided in the Nominee
Agreement  (which,  among  other  things,  provides for a payment to each of Dr.
Richard  Mulligan, Professor Lucian A. Bebchuk and Dr. Eric J. Ende of $25,000),
none  of the Nominees will receive any compensation from any of the Participants
or  any  of  their  affiliates  in  connection with this proxy solicitation. Dr.
Richard  Mulligan,  Professor  Lucian  A.  Bebchuk  and Dr. Eric J. Ende have an
interest  in  the  election  of  directors at the Annual Meeting pursuant to the
Nominee  Agreement.  Dr.  Denner has an interest in the election of directors at
the  Annual  Meeting  indirectly  through  his profit interests in the shares of
Common  Stock  held  by  the  Icahn  Parties  as  follows:  Dr.  Denner  has  a
participatory interest in the profits attributable to the shares of Common Stock
beneficially  owned  by the Icahn Parties and their affiliates equal to 5% of an
amount equal to (x) such profits minus (y) an amount equal to a return of 8% per
annum,  compounded  annually,  on  the  Icahn  Parties'  and  their  affiliates'
investment  in  the  shares  of  Common  Stock.

     The  Nominees  would  not be barred from being considered independent under
the  independence  requirements  of  the  New  York  Stock  Exchange  and  the
independence  standards applicable to Forest Laboratories under paragraph (a)(1)
of  Item  407  of  Regulation  S-K under the Securities Exchange Act of 1934, as
amended.

DR. ALEXANDER J. DENNER, age 41

     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. Except as described herein, Dr.
Denner  does not, and his associates do not, own, beneficially or of record, any
shares  of  capital stock of the Corporation. The business address of Dr. Denner
is  c/o Icahn Associates Corp, 767 Fifth Avenue, Suite 4700, New York, NY 10153.

     Based  upon  Dr. Denner's experience of overseeing the operations, research
and  development  of  biopharmaceutical  companies;  service  on  boards  of
biopharmaceutical  companies;  financial  background,  including with respect to
pharma  companies;  and education, the Icahn Parties believe that Dr. Denner has
the  requisite  set of skills to serve as a Board member of Forest Laboratories.


                                       6



DR. RICHARD MULLIGAN, age 56

     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 Inc., 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.  Dr.  Mulligan does not, and his associates do not, own, beneficially
or  of  record,  any  shares of capital stock of the Corporation. Dr. Mulligan's
business  address  is Harvard Institutes of Medicine, Rm 407, 4 Blackfan Circle,
Boston,  Massachusetts  02115.

     Based  upon  Dr.  Mulligan's  expertise  in  genetics  and  gene  therapy;
experience  in  overseeing  the  operations,  research  and  development  of
biopharmaceutical  companies;  service  on  boards  of  biotechnology  and/or
biopharmaceutical  companies;  and his education, the Icahn Parties believe that
Dr.  Mulligan  has  the  requisite  set  of skills to serve as a Board member of
Forest  Laboratories.

PROF. LUCIAN A. BEBCHUK, age 55

     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. Professor Bebchuk
does  not, and his associates do not, own, beneficially or of record, any shares
of capital stock of the Corporation. Professor Bebchuk's business address is c/o
Harvard  Law  School, 1545 Massachusetts Avenue, Cambridge, Massachusetts 02138.

     Based  upon  Professor  Bebchuk's  expertise  in  corporate  governance and
finance; and his education, the Icahn Parties believe that Professor Bebchuk has
the  requisite  set of skills to serve as a Board member of Forest Laboratories.


                                       7



DR. ERIC J. ENDE, age 43

     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.  Dr.  Ende  does  not,  and  his  associates  do not, own,
beneficially  or  of record, any shares of capital stock of the Corporation. Dr.
Ende's  business  address  is 6231 PGA Blvd, STE 104-161, Palm Beach Gardens, FL
33418.

     Based  upon  Dr.  Ende's  extensive  financial  expertise  and  a  strong
understanding  of the pharmaceutical industry, as well as his service on another
board,  and  his  education,  the  Icahn  Parties  believe that Dr. Ende has the
requisite  set  of  skills  to  serve  as a Board member of Forest Laboratories.

     Drs.  Denner  and  Mulligan  currently  serve  on the Board of Directors of
Biogen  Idec  Inc.  ("Biogen")  and  Enzon Pharmaceuticals, Inc. ("Enzon"). Drs.
Denner  and  Mulligan were elected to the Board of Directors of Biogen Idec Inc.
at  the  2009  Annual  Meeting  of  Stockholders  following  their nomination by
entities  affiliated  with  Mr.  Icahn.  In January 2009, representatives of Mr.
Icahn  and  his  affiliated  entities  suggested  Drs.  Denner  and  Mulligan as
potential directors to the Board of Directors of Enzon. Drs. Denner and Mulligan
were  subsequently  nominated on Enzon's board slate of directors and elected at
the  2009  Annual  Meeting  of  Stockholders.

     Drs.  Denner,  Mulligan  and  Mr.  Icahn  served  together  on the Board of
Directors  of ImClone Systems Incorporated ("ImClone"). Following discussions in
April  2006  between  ImClone  and Mr. Icahn, a then stockholder of ImClone, Dr.
Denner,  who  was  not  then  employed  by affiliated entities of Mr. Icahn, was
appointed  to  the  board of ImClone. In August 2006, representatives of ImClone
offered  to  nominate on management's slate of directors, Mr. Icahn, Dr. Denner,
then  an  employee  of  entities  affiliated  with  Mr.  Icahn,  and two persons
recommended  to ImClone by Mr. Icahn, including Dr. Richard Mulligan, and all of
such  nominees  were  subsequently  elected  at  the  2006  Annual  Meeting  of
Stockholders.

     Dr.  Ende  provided consulting services to Mr. Icahn and certain affiliated
entities  in  connection  with the proxy contest conducted by Mr. Icahn and such
affiliates  in  respect of Genzyme Corporation, Amylin Pharmaceuticals, Inc. and
Biogen  Idec  Inc.  In  2010,  Dr.  Ende  was  nominated to the board of Genzyme
Corporation  at  the  suggestion  of  Mr.  Icahn.

     WE  STRONGLY  URGE YOU TO VOTE FOR THE ELECTION OF DR. ALEXANDER J. DENNER,
DR.  RICHARD  MULLIGAN,  PROFESSOR  LUCIAN  A.  BEBCHUK  AND DR. ERIC J. ENDE BY
MARKING,  SIGNING,  DATING  AND  RETURNING  THE  ENCLOSED GOLD PROXY CARD IN THE
POSTAGE  PAID ENVELOPE PROVIDED TO YOU WITH THIS PROXY STATEMENT OR BY USING THE
GOLD  PROXY  CARD  TO VOTE BY TELEPHONE OR INTERNET. IF YOU HAVE SIGNED THE GOLD
PROXY  CARD AND NO MARKING IS MADE, YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION
TO  VOTE  ALL  THE SHARES OF COMMON STOCK REPRESENTED BY THE GOLD PROXY CARD FOR
THE  ELECTION DR. ALEXANDER J. DENNER, DR. RICHARD MULLIGAN, PROFESSOR LUCIAN A.
BEBCHUK  AND  DR. ERIC J. ENDE AND THE FOREST LABORATORIES NOMINEES OTHER THAN [
].

OTHER MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING


     According  to  Forest Laboratories' Proxy Statement, Forest Laboratories is
soliciting proxies with respect to three other proposals. Please refer to Forest
Laboratories'  Proxy  Statement  for  a  detailed discussion of these proposals,
including  various  arguments  in  favor  of  and  against such proposals. These
proposals  are  outlined  below.  IF  YOU HAVE SIGNED THE GOLD PROXY CARD AND NO
MARKING IS MADE, YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE ALL OF THE
SHARES  OF  COMMON  STOCK  REPRESENTED BY YOUR GOLD PROXY CARD [ ] PROPOSALS [ ]
LISTED  BELOW.


                                       8



PROPOSAL 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY-ON-PAY VOTE)


     According  to  Forest  Laboratories' Proxy Statement, the Company will also
solicit  proxies  with respect to a proposal for the Stockholders to approve, on
an  advisory  basis,  the  compensation  of  the  Named  Executive  Officers, as
disclosed  in  Forest Laboratories' Proxy Statement pursuant to the compensation
disclosure  rules  of  the  Securities  and  Exchange  Commission, including the
Compensation  Discussion  and  Analysis, the 2011 Summary Compensation Table and
the  tabular  disclosure  regarding  such  compensation  and  the  accompanying
narrative  disclosure.  Please refer to the Forest Laboratories' Proxy Statement
for  a  discussion  of  such  proposal.  The  Participants  intend  to vote, and
recommend  that  you  vote,  [  ]  this  proposal.


PROPOSAL 3 - ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON THE
COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS (SAY-WHEN-ON-PAY VOTE)


     According  to  Forest  Laboratories' Proxy Statement, the Company will also
solicit  proxies  with  respect  to  a  proposal  for  Stockholders to express a
preference  as to how frequently future advisory votes on executive compensation
should  take  place  -  one,  two  or  three  years.  Please  refer  to  Forest
Laboratories'  Proxy  Statement  for  a  discussion  of  such  proposal.  The
Participants  intend  to  vote,  and recommend that you vote for "1 year" as the
frequency  for  future advisory votes on the compensation of the Company's named
executive  officers.


PROPOSAL 4 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM


     According  to  Forest  Laboratories' Proxy Statement, the Company will also
solicit  proxies  with  respect  to  a  proposal  for Stockholders to ratify the
selection  of  BDO USA, LLP to audit the financial statements of the Company for
the  fiscal  year  ending  March  31, 2012. Please refer to Forest Laboratories'
Proxy  Statement  for  a discussion of such proposal. The Participants intend to
vote,  and  recommend  that  you  vote,  [  ]  this  proposal.


OTHER PROPOSALS

     The  Participants  and  their  affiliates  know  of no other business to be
presented  at  the  Annual  Meeting.  If  any other matters should properly come
before the Annual Meeting, it is intended that the persons named on the enclosed
GOLD  proxy  card  will vote that proxy on such other matters in accordance with
their  judgment.

VOTING PROCEDURES

     According  to  Forest  Laboratories'  Proxy  Statement,  the  Bylaws  and
applicable  law,  holders of shares of Forest Laboratories' Common Stock, at the
close  of business on the Record Date are entitled to notice of, and to vote at,
the Annual Meeting. Each share of Common Stock outstanding on the Record Date is
entitled  to  one  vote  on  each  matter  presented  at  the  Annual  Meeting.

     According  to  Forest  Laboratories'  Proxy  Statement,  the  Bylaws  and
applicable law, a nominee for director will be elected to the Company's Board of
Directors  if  the  votes cast for such nominee's election exceed the votes cast
against  such  nominee's  election;  provided,  however,  that directors will be
elected  by  a  plurality  of  the votes cast at any meeting of stockholders for
which  (i) the Secretary of the Company receives a notice that a stockholder has
nominated a person for election to the Board of Directors in compliance with the
Company's  Bylaws  and  (ii)  such  nomination  has  not  been withdrawn by such
stockholder on or before the tenth day before the Company first mails its notice
of  meeting  for  such  meeting  to  the  Stockholders. Plurality means that the
individuals  who  receive  the  largest  number  of  votes  cast  are elected as
directors,  up  to  the maximum number of directors to be chosen at the meeting.
Consequently,  any  shares  of  Common  Stock  not voted (whether by abstention,
broker  nonvote  or  otherwise)  have  no  impact  in the election of directors.

     A  quorum  must be present, in person or by proxy, in order for the Company
to  hold the Annual Meeting. A quorum is the presence by person or by proxy of a
majority  of  the  shares of Common Stock issued and outstanding and entitled to
vote  at  the  Annual Meeting. The shares of Common Stock represented by a proxy
marked "withhold" or "abstain" and broker non-votes (as described below) will be
considered  present  at the Annual Meeting for purposes of determining a quorum.


                                       9



BROKER NON-VOTES

     If  you  hold  your  shares of Common Stock through a bank, broker or other
nominee  and  do  not  provide  voting  instructions to the record holder of the
shares  of  Common  Stock,  your shares of Common Stock will not be voted on any
proposal  on  which your broker or nominee does not have discretionary authority
to  vote.  In  this  case,  a  "broker  non-vote" occurs. Shares of Common Stock
constituting  broker  non-votes  are  not  counted  or  deemed  to be present or
represented  for the purpose of determining whether Stockholders have approved a
matter,  but they are counted as present for the purpose of determining a quorum
at  the  Annual  Meeting.

     The  election  of directors at the Annual Meeting is a "non-routine matter"
and  brokers  do  not have discretionary authority to vote your shares of Common
Stock  on  "non-routine  matters." Therefore, unless you provide specific voting
instructions  to  your broker, your broker will not have discretionary authority
to  vote your shares of Common Stock for the election of directors at the Annual
Meeting  and  your  shares of Common Stock will not be voted for the election of
directors.  If  your shares of Common Stock are held in street name, your broker
or  nominee has enclosed a voting instruction card with this Proxy Statement. We
strongly  encourage  you  to  vote  your shares of Common Stock by following the
instructions  provided  on  the  voting  instruction  card.


     According  to  Forest  Laboratories'  Proxy  Statement,  the  Bylaws  and
applicable  law, the Stockholder vote on Proposal 2 - ADVISORY VOTE ON EXECUTIVE
COMPENSATION  (SAY-ON-PAY  VOTE)  -  is  advisory and will not be binding on the
Company's  Board.  However,  in  order to be approved on an advisory basis, this
proposal  must  receive  the  "FOR"  vote of a majority of the shares present in
person  or  by  proxy and entitled to vote on the matter. Abstentions and broker
nonvotes  will  therefore  have  the same effect as a vote against the proposal.
Brokers  are  not  entitled  to  vote on such proposals in the absence of voting
instructions  from  the  beneficial  owner.



     According  to  Forest  Laboratories'  Proxy  Statement,  the  Bylaws  and
applicable  law,  the  Stockholder  vote  on  Proposal  3 - ADVISORY VOTE ON THE
FREQUENCY  OF  AN  ADVISORY  VOTE  ON  THE  COMPENSATION  OF THE COMPANY'S NAMED
EXECUTIVE  OFFICERS (SAY-WHEN-ON-PAY VOTE) - is advisory and will not be binding
on  the  Company's  Board.  If none of the frequency alternatives (one year, two
years  or  three years) receives a majority vote, the Company has disclosed that
it  will  consider  the  frequency  that receives the highest number of votes by
stockholders  to  be  the  frequency  that  has  been  selected by stockholders.
However,  the  Company  disclosed  that  because  this  vote is advisory and not
binding  on the Company or its Board in any way, its Board may decide that it is
in  the  Company's and its stockholders' best interests to hold an advisory vote
on  executive compensation more or less frequently than the alternative selected
by  the  Stockholders.  Abstentions  and  broker nonvotes will not be counted as
expressing  any  preference  and will therefore have no effect on the outcome of
this proposal. Brokers are not entitled to vote on such proposals in the absence
of  voting  instructions  from  the  beneficial  owner.



     According  to  Forest  Laboratories'  Proxy  Statement,  the  Bylaws  and
applicable  law,  the  approval of Proposal 4 - RATIFICATION OF THE SELECTION OF
THE  INDEPENDENT REGISTERED ACCOUNTING FIRM - requires the affirmative vote of a
majority of the shares present in person or by proxy and entitled to vote on the
matter. Abstentions and broker nonvotes will therefore have the same effect as a
vote against the proposal. Brokers are not entitled to vote on such proposals in
the  absence  of  voting  instructions  from  the  beneficial  owner.


     As  explained  in  the detailed instructions on your GOLD proxy card, there
are  four  ways  you  may  vote.  You  may:

     1.   Sign,  date  and  return  the enclosed GOLD proxy card in the enclosed
          postage-paid  envelope.  We  recommend that you vote on the GOLD proxy
          card  even  if  you  plan  to  attend  the  Annual  Meeting;
     2.   Vote  via  the  Internet  by  following the voting instructions on the
          GOLD  proxy  card  or the voting instructions provided by your broker,
          bank  or  other  holder  of  record.
     3.   Vote  by  telephone  by  following the voting instructions on the GOLD
          proxy  card or the instructions provided by your broker, bank or other
          holder  of  record;  or


                                       10



     4.   Vote  in  person by attending the Annual Meeting. Written ballots will
          be  distributed  to  Stockholders  who  wish  to vote in person at the
          Annual  Meeting.  If  you  hold  your shares of Common Stock through a
          bank,  broker  or  other custodian, you must obtain a legal proxy from
          such  custodian  in  order  to  vote  in  person  at  the  meeting.

     To  submit  a  proxy  with voting instructions by telephone please call the
telephone  number  listed  on the GOLD proxy card. Proxies may also be submitted
over  the  Internet.  Please  refer  to  the  GOLD  proxy  card  for the website
information.  In  each  case Stockholders will be required to provide the unique
control  number which has been printed on each Stockholder's GOLD proxy card. In
addition  to  the  instructions that appear on the GOLD proxy card, step-by-step
instructions  will  be  provided  by  a  recorded  telephone  message  for those
Stockholders  submitting  proxies by telephone, or at the designated website for
those Stockholders submitting proxies over the Internet. Stockholders submitting
their  proxies  with  voting instructions by telephone or over the Internet will
receive  confirmation  on  the  telephone  that  their  vote  by  telephone  was
successfully  submitted,  and may provide an email address for confirmation that
their  vote  by  Internet  was  successfully  submitted.

     Whether  or not you are able to attend the Annual Meeting, you are urged to
complete  the  enclosed GOLD proxy and return it in the enclosed self-addressed,
prepaid envelope. All valid proxies received prior to the meeting will be voted.
If  you specify a choice with respect to any item by marking the appropriate box
on  the  proxy, the shares of Common Stock will be voted in accordance with that
specification.  IF  NO SPECIFICATION IS MADE, THE SHARES OF COMMON STOCK WILL BE
VOTED  (I)  FOR  DR.  ALEXANDER  J.  DENNER  FOR  DIRECTOR; (II) FOR DR. RICHARD
MULLIGAN  FOR  DIRECTOR; (III) FOR PROFESSOR LUCIAN A. BEBCHUK FOR DIRECTOR (IV)
FOR  DR.  ERIC J. ENDE FOR DIRECTOR; (V) FOR THE PERSONS WHO HAVE BEEN NOMINATED
BY  FOREST  LABORATORIES  TO  SERVE  AS  DIRECTORS, OTHER THAN [ ]; (VI) [ ] THE
ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY-ON-PAY VOTE); (VII) FOR "1 YEAR" ON
THE  ADVISORY  VOTE  ON THE FREQUENCY OF AN ADVISORY VOTE ON THE COMPENSATION OF
THE  COMPANY'S  NAMED  EXECUTIVE OFFICERS (SAY-WHEN-ON-PAY VOTE); (VIII) FOR THE
RATIFICATION  OF  THE  SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM;  AND  (IX)  IN  THE PROXY HOLDERS' DISCRETION AS TO OTHER MATTERS THAT MAY
PROPERLY  COME  BEFORE  THE  ANNUAL  MEETING.

     If  you  have  any  questions  or  require any assistance in executing your
proxy,  please  call:

                             D.F. KING & CO., INC.
                  STOCKHOLDERS CALL TOLL-FREE:  (800) 697-6975
                BANKS AND BROKERAGE FIRMS CALL:  (212) 269-5550

PROXY PROCEDURES


     IN  ORDER  TO  SUPPORT  THE  NOMINEES  AND  VOTE  AS  RECOMMENDED  BY  THE
PARTICIPANTS  AT  THE  ANNUAL  MEETING,  PLEASE  MARK, SIGN, DATE AND RETURN THE
ENCLOSED  GOLD  PROXY  CARD  IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE OR USE THE
GOLD  PROXY  CARD  TO  VOTE  BY  TELEPHONE  OR  INTERNET.


     The  accompanying  GOLD  proxy  card will be voted at the Annual Meeting in
accordance  with  your  instructions  on  such  card.

     Only  holders of record as of the close of business on the Record Date will
be entitled to vote. If you were a Stockholder of record on the Record Date, you
will  retain  your  voting  rights  at  the Annual Meeting even if you sell such
shares  of Common Stock after the Record Date. Accordingly, it is important that
you  vote  the shares of Common Stock held by you on the Record Date, or grant a
proxy  to  vote  such shares of Common Stock on the GOLD proxy card, even if you
sell  such  shares  of  Common  Stock  after  the  Record  Date.


     IF  YOUR  SHARES  OF COMMON STOCK ARE HELD IN THE NAME OF A BROKERAGE FIRM,
BANK,  BANK  NOMINEE  OR  OTHER INSTITUTION ON THE RECORD DATE, ONLY IT CAN VOTE
SUCH SHARES OF COMMON STOCK AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS.
ACCORDINGLY,  IF YOU WISH TO SUPPORT THE NOMINEES AND VOTE AS RECOMMENDED BY THE
PARTICIPANTS  AT  THE  ANNUAL  MEETING PLEASE CONTACT THE PERSON RESPONSIBLE FOR
YOUR  ACCOUNT  AND INSTRUCT THAT PERSON TO EXECUTE ON YOUR BEHALF THE GOLD PROXY
CARD  AS  SOON  AS  POSSIBLE.


                                       11



REVOCATION OF PROXIES

     Any  Stockholder  of  record  may  revoke  or  change  his  or  her  proxy
instructions  at  any  time  prior  to  the  vote  at  the  Annual  Meeting  by:

     -    submitting  a  properly  executed,  subsequently dated GOLD proxy card
          that  will  revoke  all  prior  proxy cards, including any white proxy
          cards  which  you  may  have  submitted  to  Forest  Laboratories;


     -    submitting  a  properly  executed, subsequently dated WHITE proxy card
          that will revoke all prior proxy cards, including any gold proxy cards
          which  you  may  have  submitted  to  Forest  Laboratories;


     -    instructing  the  Icahn Parties by telephone or via the Internet as to
          how you would like your shares of Common Stock voted (instructions are
          on  your  GOLD  proxy  card);

     -    attending  the  Annual  Meeting  and  withdrawing  his or her proxy by
          voting  in  person (although attendance at the Annual Meeting will not
          in  and  of  itself  constitute  revocation  of  a  proxy);  or

     -    delivering  written  notice  of revocation either to the Icahn Parties
          c/o  D.F. King & Co., Inc., 48 Wall Street, New York, NY 10005, or the
          Corporate  Secretary  of  Forest  Laboratories.

     Although a revocation is effective if delivered to Forest Laboratories, the
Icahn  Parties  request  that either the original or a copy of any revocation be
mailed to the Icahn Parties c/o D.F. King & Co., Inc., 48 Wall Street, New York,
NY  10005,  so  that  the  Icahn  Parties  will  be  aware  of  all revocations.

     IF  YOU  PREVIOUSLY  SIGNED  AND  RETURNED  A  WHITE  PROXY  CARD TO FOREST
LABORATORIES,  WE  URGE  YOU  TO  REVOKE  IT BY (1) MARKING, SIGNING, DATING AND
RETURNING  THE  GOLD  PROXY  CARD,  (2)  INSTRUCTING  US BY TELEPHONE OR VIA THE
INTERNET AS TO HOW YOU WOULD LIKE YOUR SHARES OF COMMON STOCK VOTED WITH RESPECT
TO THE GOLD PROXY CARD, (3) ATTENDING THE ANNUAL MEETING AND VOTING IN PERSON OR
(4)  DELIVERING  A  WRITTEN  NOTICE OF REVOCATION TO THE ICAHN PARTIES OR TO THE
CORPORATE  SECRETARY  OF  THE  COMPANY.

COST AND METHOD OF SOLICITATION

     Solicitation  of  proxies  will  be  made  by  Mr.  Icahn,  Dr. Denner, Dr.
Mulligan,  Prof.  Bebchuk  and  Dr.  Ende.

     Pursuant  to an Agreement, dated [ ], 2011, Icahn Capital has retained D.F.
King  & Co., Inc. ("D.F. King") to conduct the solicitation, for which D.F. King
is  to  receive a fee of up to [ ], plus expenses and a success fee of up to [].
Icahn  Capital has agreed to indemnify D.F. King against certain liabilities and
expenses,  including  certain  liabilities  under  the  federal securities laws.
Insofar  as indemnification for liabilities arising under the federal securities
laws may be permitted to D.F. King pursuant to the foregoing provisions, we have
been  informed  that  in  the opinion of the Securities and Exchange Commission,
such  indemnification  is  against public policy and is therefore unenforceable.
Proxies  may  be  solicited  by  mail,  courier services, Internet, advertising,
telephone  or  telecopier  or  in  person. It is anticipated that D.F. King will
employ  up  to  100  persons  to  solicit  proxies  from  Forest  Laboratories'
Stockholders  for  the Annual Meeting. The total expenditures in furtherance of,
or  in connection with, the solicitation of proxies is approximately [ ]to date,
and  is  estimated  to  be  [  ]  in  total.

     The Icahn Parties will pay all costs associated with this solicitation. The
Icahn  Parties  do  not  intend to seek reimbursement for the costs and expenses
associated with the proxy solicitation in the event that any of the Nominees are
elected  to  the  Board  of  Directors  of  Forest  Laboratories.


                                       12



ADDITIONAL  INFORMATION


     Certain information regarding the securities of Forest Laboratories held by
Forest  Laboratories'  directors, management and 5% Stockholders is contained in
Forest  Laboratories'  Proxy Statement. Information concerning the date by which
proposals  of  security  holders  intended  to  be  presented at the next annual
meeting  of  Stockholders  of  Forest  Laboratories  must  be received by Forest
Laboratories  for inclusion in the Forest Laboratories' Proxy Statement and form
of  proxy  for  that meeting is also contained in the Forest Laboratories' Proxy
Statement.  This information is expected to be contained in Forest Laboratories'
public  filings.  The  Participants  take  no responsibility for the accuracy or
completeness  of  such  information  contained  in  Forest  Laboratories' public
filings.


Date:  [ ]
                                               DR. ALEXANDER J. DENNER
                                               DR. RICHARD MULLIGAN
                                               PROF. LUCIAN A. BEBCHUK
                                               DR. ERIC J. ENDE
                                               MR. CARL C. ICAHN
                                               HIGH RIVER LIMITED PARTNERSHIP
                                               HOPPER INVESTMENTS LLC
                                               BARBERRY CORP.
                                               ICAHN PARTNERS LP
                                               ICAHN PARTNERS MASTER FUND LP
                                               ICAHN PARTNERS MASTER FUND II LP
                                               ICAHN PARTNERS MASTER FUND III LP
                                               ICAHN ENTERPRISES G.P. INC.
                                               ICAHN ENTERPRISES HOLDINGS L.P.
                                               IPH GP LLC
                                               ICAHN CAPITAL L.P.
                                               ICAHN ONSHORE LP
                                               ICAHN OFFSHORE LP
                                               BECKTON CORP.


                                       13



                                                                         ANNEX A

                     SECURITY OWNERSHIP OF THE PARTICIPANTS

(1) TITLE OF          (2) NAME OF          (3) AMOUNT OF         (4) PERCENT OF
    CLASS                 BENEFICIAL           BENEFICIAL            CLASS (2)
                          OWNER (1)            OWNERSHIP
    --------              ----------           ----------            ----------
Common Stock, par         High River            3,979,168              1.39%
value $0.10 per
share ("Shares")

Shares                    Icahn Partners        6,095,186              2.13%

Shares                    Icahn Master          6,582,778              2.30%

Shares                    Icahn Master II       2,256,777              0.79%

Shares                    Icahn Master III        981,932              0.34%
_________________________

(1)  Please  note  that each stockholder listed in this table is, as of July 7,
     2011, 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)  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.


                                       14


           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, 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  Icahn  Parties.

     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. The principal business address of Icahn Partners
is  767  Fifth  Avenue,  47th  Floor, New York, NY 10153. The principal business
address  of  Icahn  Master  is  c/o Walkers SPV Limited, P.O. Box 908GT, 87 Mary
Street,  George  Town,  Grand  Cayman,  Cayman  Islands.  The principal business
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 principal
business  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
principal  business  address  of  High River is White Plains Plaza, 445 Hamilton
Avenue,  Suite  1210,  White  Plains,  New  York  10601.

     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. Each of Icahn Master, Icahn
Master II, Icahn Master III, Icahn Partners and High River are primarily engaged
in  the  business  of  investing  in  securities.

     The  Icahn  Parties and Carl C. Icahn may be deemed to beneficially own, in
the  aggregate,  19,895,841  Shares,  representing  approximately  6.95%  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 10-K
filed  for  the  fiscal  year  ended  March  31,  2011).


                                       15



     High  River has sole voting power and/or sole dispositive power with regard
to  3,979,168  Shares.  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 6,095,186
Shares.  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 6,582,778 Shares. 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  2,256,777  Shares. 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 981,932
Shares.  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.

     Each  Each  of  Hopper,  Barberry  and  Mr.  Icahn,  by  virtue  of  their
relationships  to  High  River, may be deemed to indirectly beneficially own the
3,979,168  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 6,095,186 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  9,821,487 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, as
well  as  the exercise of call options, by the Participants and 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/CALL OPTIONS EXERCISED
----                      ----           ---------------------------------------
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
High River             6/24/2011                         3,566,075 (3)


                                       16



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 Partners         6/24/2011                         5,461,234 (3)

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           6/24/2011                         5,886,220 (3)

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 II        6/24/2011                         2,040,139 (3)

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
Icahn Master III       6/24/2011                           876,708 (3)
_________________________
(3)  The  record  holder acquired these Shares upon the exercise of call options
     as  described  on  Attachment  I-A  to  this  Annex  A.


                                       17



Shares  of Common Stock purchased by each of the Icahn Parties are maintained in
margin  accounts that include positions in securities in addition to the shares.
As  of  June  23,  2011, the indebtedness of (i) High River's margin account was
approximately  $280.7  million,  (ii)  Icahn  Partners'  margin  account  was
approximately  $442.7  million,  (iii)  Icahn  Master's  margin  account  was
approximately  $440.9  million,  (iv)  Icahn  Master  II's  margin  account  was
approximately  $107.4  million,  and  (v)  Icahn Master III's margin account was
approximately  $57.5  million.


                                       18



                                                                         ANNEX A
                                                                  ATTACHMENT 1-A

The  following  are  American call options purchased by the Icahn Parties, which
were  written  by  UBS  AG  with a $21.25 strike price and an expiration date of
March 7, 2013, and which provided for physical settlement (unless the applicable
Icahn  Party  opts  for  a cash settlement).  These are further described in the
chart  set  forth  below.  On  June 24, 2011, the Icahn Parties exercised all of
their  respective  call  options.


                                                                  OPTION PREMIUM
NAME                    DATE                 QUANTITY             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
High River           6/10/2011                279,047              4,647,332.45

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 Partners       6/10/2011                427,437              7,118,664.03


                                       19



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         6/10/2011                461,630              7,688,124.51

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 II      6/10/2011                158,261              2,635,726.17


                                       20



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
Icahn Master III     6/10/2011                 68,860              1,146,815.10



                                       21


                                                                         ANNEX A
                                                                  ATTACHMENT 1-B

The following are European put options which were written by the Icahn Parties
to UBS AG and had 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 provided for cash
settlement only and are further described in the chart set forth below.  On June
24, 2010, the Icahn Parties exercised all of the call options described in Annex
A Attachment 1-A, and upon exercise of the call options, all of the put options
described below expired pursuant to their terms.

                                                                  OPTION PREMIUM
NAME                    DATE                 QUANTITY             RECEIVED ($)
----                    ----                 ---------            --------------
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
High River           6/10/2011                279,047               2,790.47

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 Partners       6/10/2011                427,437               4,274.37


                                       22



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         6/10/2011                461,630               4,616.30

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 II      6/10/2011                158,261               1,582.61


                                       23



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
Icahn Master III     6/10/2011                 68,860                 688.60



                                       24



                                                                         ANNEX B

                          [FORM OF NOMINEE AGREEMENT]

                                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.
_________________________
(*)  The  applicable  agreement  with Dr. Ende also provides that he will not be
     entitled  to  this  fee if Dr. Ende enters into a consulting agreement with
     Icahn  in  connection  with  the  Proxy  Context,  in  form  and  substance
     satisfactory  to  Icahn.


                                       25



     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:



                                       26



                                   IMPORTANT
                                   ---------

     1.     If  your  shares  of  Common Stock are held in your own name, please
mark,  date  and  mail the enclosed GOLD proxy card to our Proxy Solicitor, D.F.
King  &  Co.,  Inc.,  in  the  postage-paid  envelope  provided.

     2.     If  your  shares of Common Stock are held in the name of a brokerage
firm,  bank nominee or other institution, only it can vote such shares of Common
Stock  and  only  upon  receipt  of your specific instructions. Accordingly, you
should contact the person responsible for your account and give instructions for
a  GOLD  proxy  card  to  be  signed  representing  your shares of Common Stock.

     3.     If  you  have  already  submitted  a  white  proxy  card  to  Forest
Laboratories  for the Annual Meeting, you may change your vote to a vote FOR the
election  of  the Nominee by marking, signing, dating and returning the enclosed
GOLD  proxy card for the Annual Meeting, which must be dated after any proxy you
may have submitted to Forest Laboratories.  You may also submit your later-dated
proxy by using the enclosed GOLD proxy card to vote by telephone or by Internet.
ONLY  YOUR  LATEST  DATED  PROXY FOR THE ANNUAL MEETING WILL COUNT AT THE ANNUAL
MEETING.

          If  you have any questions or require any assistance in executing your
proxy,  please  call:

                             D.F. KING & CO., INC.
                  STOCKHOLDERS CALL TOLL-FREE:  (800) 697-6975
                BANKS AND BROKERAGE FIRMS CALL:  (212) 269-5550


                                       27


            [PRELIMINARY COPY OF PROXY CARD, SUBJECT TO COMPLETION]
                           FOREST LABORATORIES, INC.
                         ANNUAL MEETING OF STOCKHOLDERS
                              _____________, 2011
GOLD PROXY CARD                                                  GOLD PROXY CARD

                          THIS PROXY IS SOLICITED BY:
MR.  CARL  C. ICAHN, DR. ALEXANDER J. DENNER, DR. RICHARD MULLIGAN, PROF. LUCIAN
A. BEBCHUK, DR. ERIC J. ENDE, HIGH RIVER LIMITED PARTNERSHIP, HOPPER INVESTMENTS
LLC,  BARBERRY  CORP.,  ICAHN  PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN
PARTNERS  MASTER  FUND  II  L.P.,  ICAHN  PARTNERS  MASTER  FUND III L.P., ICAHN
ENTERPRISES  G.P.  INC.,  ICAHN  ENTERPRISES  HOLDINGS  L.P.,  IPH GP LLC, ICAHN
CAPITAL  L.P.,  ICAHN  ONSHORE  LP,  ICAHN  OFFSHORE  LP  AND BECKTON CORP. (THE
"PARTICIPANTS")

                            VOTING CONTROL NUMBER _____________________

        THERE ARE THREE WAYS TO AUTHORIZE THE PROXIES TO CAST YOUR VOTES
      YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE
     YOUR SHARES IN THE SAME MANNER AS IF YOU HAD RETURNED YOUR PROXY CARD.
      WE ENCOURAGE YOU TO USE THESE COST EFFECTIVE AND CONVENIENT WAYS OF
                     VOTING, 24 HOURS A DAY, 7 DAYS A WEEK.

   TELEPHONE VOTING               INTERNET VOTING             VOTING BY MAIL
This method of voting is      Visit the Internet voting    Simply sign and date
available for residents of    Web site at http:// [ ].     your proxy card and
the U.S. and Canada. On a     Have this proxy card ready   and return it in the
touch tone telephone, call    and follow the instructions  postage-paid envelope
TOLL FREE [ ], 24 hours a     on your screen. You will     to D.F. King & Co.,
day, 7 days a week. Have      incur only your usual        Inc.  If you are
this proxy card ready, then   Internet charges. Available  voting by telephone
follow the prerecorded        24 hours a day, 7 days a     or the Internet,
instructions. Your vote       week until 10:00 a.m.        please do not mail
will be confirmed and cast    Eastern Daylight Time on     your proxy card.
as you have directed.         [ ] 2011.
Available 24 hours a day, 7
days a week until 10:00 a.m.
Eastern Daylight Time on
[ ] , 2011.

                   DETACH BELOW AND RETURN USING THE ENVELOPE
                    PROVIDED ONLY IF YOU ARE VOTING BY MAIL.

  YOUR VOTE, WHETHER BY INTERNET, TELEPHONE OR MAIL, MUST BE RECEIVED NO LATER
  THAN 10:00 A.M., EASTERN DAYLIGHT TIME, ON _____, 2011 TO BE INCLUDED IN THE
                                VOTING RESULTS.

                                  DETACH HERE


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            [PRELIMINARY COPY OF PROXY CARD, SUBJECT TO COMPLETION]
                           FOREST LABORATORIES, INC.
                         ANNUAL MEETING OF STOCKHOLDERS
                              _____________, 2011
GOLD PROXY CARD                                                  GOLD PROXY CARD
                          THIS PROXY IS SOLICITED BY:

    MR.  CARL  C.  ICAHN,  DR.  ALEXANDER J. DENNER, DR. RICHARD MULLIGAN,
    PROF.  LUCIAN  A.  BEBCHUK,  DR.  ERIC  J.  ENDE,  HIGH  RIVER LIMITED
    PARTNERSHIP,  HOPPER  INVESTMENTS  LLC, BARBERRY CORP., ICAHN PARTNERS
    LP, ICAHN PARTNERS MASTER FUND LP, ICAHN PARTNERS MASTER FUND II L.P.,
    ICAHN  PARTNERS  MASTER  FUND  III  L.P., ICAHN ENTERPRISES G.P. INC.,
    ICAHN ENTERPRISES HOLDINGS L.P., IPH GP LLC, ICAHN CAPITAL L.P., ICAHN
    ONSHORE  LP,  ICAHN OFFSHORE LP AND BECKTON CORP. (THE "PARTICIPANTS")


The  undersigned hereby appoints and constitutes each of Alexander J. Denner and
Mark DiPaolo, Assistant General Counsel of Icahn Enterprises L.P., (acting alone
or  together)  as proxies, with full power of substitution in each, to represent
the  undersigned  at  the Annual Meeting of Stockholders of Forest Laboratories,
Inc.  ("Forest  Laboratories")  to  be  held on ____________, 2011 at 10:00 a.m.
local  time  at JPMorgan Chase & Co., 270 Park Avenue, 11th Floor, New York, New
York 10017, and at any adjournment or postponement or continuations thereof (the
"Annual  Meeting"),  hereby  revoking  any proxies previously given, to vote all
shares  of  Common Stock of Forest Laboratories held or owned by the undersigned
as  directed  below, and in their discretion upon such other matters as may come
before  the  meeting  (provided,  however,  that the persons named above will be
permitted to use such discretionary authority only for matters which they do not
know,  a  reasonable  time  before  the solicitation, are to be presented at the
meeting).


    IF  NO  DIRECTION  IS  MADE, THE PERSONS NAMED IN THIS GOLD PROXY CARD
    WILL  VOTE  YOUR SHARES: (I) FOR DR. ALEXANDER J. DENNER FOR DIRECTOR;
    (II) FOR DR. RICHARD MULLIGAN FOR DIRECTOR; (III) FOR PROFESSOR LUCIAN
    A.  BEBCHUK  FOR  DIRECTOR (IV) FOR DR. ERIC J. ENDE FOR DIRECTOR; (V)
    FOR  THE  PERSONS  WHO  HAVE  BEEN NOMINATED BY FOREST LABORATORIES TO
    SERVE  AS  DIRECTORS,  OTHER  THAN  [ ]; (VI) [ ] THE ADVISORY VOTE ON
    EXECUTIVE COMPENSATION (SAY-ON-PAY VOTE); (VII) FOR 1 YEAR ON ADVISORY
    VOTE  ON  THE FREQUENCY OF AN ADVISORY VOTE ON THE COMPENSATION OF THE
    FOREST LABORATORIES' NAMED EXECUTIVE  OFFICERS (SAY-WHEN-ON-PAY VOTE);
    (VIII)  FOR  THE  RATIFICATION  OF  THE  SELECTION  OF THE INDEPENDENT
    REGISTERED  PUBLIC  ACCOUNTING  FIRM;  AND  (IX) IN THE PROXY HOLDERS'
    DISCRETION  AS  TO  OTHER  MATTERS  THAT  MAY PROPERLY COME BEFORE THE
    ANNUAL  MEETING.

    THE PROXY STATEMENT, AS WELL AS OTHER PROXY MATERIALS DISTRIBUTED BY THE
    PARTICIPANTS, ARE AVAILABLE FREE OF CHARGE ONLINE AT WWW.DFKING.COM/FRX.

                      SIGN, DATE AND MAIL YOUR PROXY TODAY
               UNLESS YOU HAVE VOTED BY TELEPHONE OR BY INTERNET,
               (CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.)

  IF YOU HAVE NOT VOTED BY INTERNET OR TELEPHONE, PLEASE DATE, MARK, SIGN AND
RETURN THIS PROXY PROMPTLY.  YOUR VOTE, WHETHER BY INTERNET, TELEPHONE OR MAIL,
MUST BE RECEIVED NO LATER THAN 10:00 AM, EASTERN DAYLIGHT TIME, ON ______, 2011,
                    TO BE INCLUDED IN THE VOTING RESULTS.


                                       29



            [PRELIMINARY COPY OF PROXY CARD, SUBJECT TO COMPLETION]

                   [X] PLEASE MARK VOTES AS IN THIS EXAMPLE.

THE  PARTICIPANTS  RECOMMEND A VOTE "FOR" THE ELECTION OF THE NOMINEES LISTED IN
PROPOSAL  1  BELOW.

1.  Election of directors -- Nominees:     [ ]             [ ]             [ ]
    (01) Dr. Alexander J. Denner           FOR ALL    WITHHELD FROM      FOR ALL
    (02) Dr. Richard Mulligan              NOMINEES   ALL NOMINEES       EXCEPT
    (03) Prof. Lucian A. Bebchuk
    (04) Dr. Eric J. Ende

     PLUS the persons who have been nominated by Forest Laboratories to serve as
     directors,  other  than  [ ]. The Participants are NOT seeking authority to
     vote  for  and WILL NOT exercise any authority to vote for [ ]. There is no
     assurance  that  any  of  Forest  Laboratories'  nominees,  will  serve  as
     directors  if  any  or  all  of  the Nominees are elected to the Board. You
     should refer to the proxy statement and form of proxy distributed by Forest
     Laboratories  for  the  names,  background,  qualifications  and  other
     information  concerning  Forest  Laboratories'  nominees.

     NOTE: IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A PARTICULAR NOMINEE, MARK
     THE "FOR ALL EXCEPT" BOX AND WRITE THE NAME(S) OF THE NOMINEE(S) YOU DO NOT
     SUPPORT  ON THE LINE BELOW. YOU MAY ALSO WITHHOLD AUTHORITY TO VOTE FOR THE
     PERSONS  WHO  HAVE  BEEN  NOMINATED  BY  FOREST  LABORATORIES  TO  SERVE AS
     DIRECTORS  (OTHER  THAN [ ], AND AS TO WHOM THIS PROXY WILL NOT BE VOTED IN
     ANY  CASE)  BY  WRITING  THE NAMES OF SUCH NOMINEES BELOW. YOUR SHARES WILL
     THEN  BE  VOTED  FOR  THE  REMAINING  NOMINEE(S).
     ___________________________________________________________________________

THE  PARTICIPANTS  RECOMMEND  A  VOTE  "___"  IN  PROPOSAL  2 BELOW; "1 YEAR" IN
PROPOSAL  3  BELOW  AND  "FOR"  IN  PROPOSAL  4  BELOW.

2.  A proposal to approve, on an advisory          [ ]       [ ]          [ ]
    basis, the compensation of Forest              FOR     AGAINST      ABSTAIN
    Laboratories' Named Executive Officers.

3.  Advisory vote on the frequency of       [ ]       [ ]       [ ]       [ ]
    future advisory votes on executive     1 YEAR   2 YEARS   3 YEARS    ABSTAIN
    compensation.

4.  Ratification of the selection of BDO           [ ]       [ ]          [ ]
    USA, LLP, as Independent Registered            FOR     AGAINST      ABSTAIN
    Public Accounting Firm for the fiscal
    year ending March 31, 2012.


    Please  be  sure  to  sign  and  date  this  Proxy.


          -------------------------------------       --------------------------
          SIGNATURE(S)  OF  SHAREHOLDER(S)               DATE


          -------------------------------------       --------------------------
          SIGNATURE(S)  IF  HELD  JOINTLY                DATE


          ----------------------------------------------------------------------
          TITLE,  IF  ANY


     Please  sign  exactly as your name(s) appear on this proxy. When Shares are
     held  jointly,  each  holder  should  sign.  When  signing  as  Executor,
     administrator,  attorney,  trustee  or  guardian, please give full title as
     such.  If  the  signer is a corporation, please sign full corporate name by
     duly  authorized  officer,  giving  full  title  as  such.  If  signer is a
     partnership,  please  sign  in  partnership  name  by  authorized  person.


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