Form 4 WCI COMMUNITIES INC For: Oct 09 Filed by: ICAHN PARTNERS MASTER FUND LP (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ICAHN CARL C

(Last)

(First)

(Middle)

C/O ICAHN ASSOCIATES CORP., 767 FIFTH AVE., SUITE 4700

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WCI COMMUNITIES INC [WCI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, par value $0.01 per share ("Common Stock")	10/09/2008		J/K		1,024,920	A	$ 3.83 ⁽⁹⁾	7,124,943	I	see footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽¹²⁾
Common Stock	10/09/2008		J/K		1,024,920	D	$ 0 ⁽⁹⁾	6,100,023	I	see footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽¹²⁾
Common Stock	10/09/2008		J/K		1,756,407	A	$ 3.83 ⁽¹⁰⁾	7,856,430	I	see footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽¹²⁾
Common Stock	10/09/2008		J/K		1,756,407	D	$ 0 ⁽¹⁰⁾	6,100,023	I	see footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽¹²⁾
Common Stock	10/09/2008		J/K		2,645,786	A	$ 3.83 ⁽¹¹⁾	8,745,809	I	see footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽¹²⁾
Common Stock	10/09/2008		J/K		2,645,786	D	$ 0 ⁽¹¹⁾	6,100,023	I	see footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽¹²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Total Return Swap ("TRS")

$ 3.83

10/09/2008

J/K⁽⁹⁾

1,024,920

⁽⁹⁾

01/15/2010

Common Stock

1,024,920

⁽⁹⁾

see footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽¹²⁾

TRS

$ 3.83

10/09/2008

J/K⁽¹⁰⁾

1,756,407

⁽¹⁰⁾

01/15/2010

Common Stock

1,756,407

⁽¹⁰⁾

see footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽¹²⁾

TRS

$ 3.83

10/09/2008

J/K⁽¹¹⁾

2,645,786

⁽¹¹⁾

01/15/2010

Common Stock

2,645,786

⁽¹¹⁾

see footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽¹²⁾

1. Name and Address of Reporting Person^*

ICAHN CARL C

(Last)

(First)

(Middle)

C/O ICAHN ASSOCIATES CORP., 767 FIFTH AVE., SUITE 4700

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HIGH RIVER LIMITED PARTNERSHIP

(Last)

(First)

(Middle)

445 HAMILTON AVENUE, SUITE 1210

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Hopper Investments LLC

(Last)

(First)

(Middle)

445 HAMILTON AVENUE, SUITE 1210

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BARBERRY CORP.

(Last)

(First)

(Middle)

445 HAMILTON AVENUE, SUITE 1210

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BECKTON CORP

(Last)

(First)

(Middle)

445 HAMILTON AVENUE, SUITE 1210

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ICAHN PARTNERS LP

(Last)

(First)

(Middle)

445 HAMILTON AVENUE, SUITE 1210

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ICAHN ONSHORE LP

(Last)

(First)

(Middle)

445 HAMILTON AVENUE, SUITE 1210

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ICAHN PARTNERS MASTER FUND LP

(Last)

(First)

(Middle)

C/O WALKER HOUSE, 87 MARY STREET

(Street)

GEORGE TOWN, GRAND CAYMAN

KY1-9001

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ICAHN OFFSHORE LP

(Last)

(First)

(Middle)

445 HAMILTON AVENUE, SUITE 1210

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ICAHN CAPITAL LP

(Last)

(First)

(Middle)

445 HAMILTON AVENUE, SUITE 1210

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

Explanation of Responses:

1. Of these shares of Common Stock, par value $0.01 per share ("Shares"), of WCI Communities, Inc. ("WCI"), Carl C. Icahn directly beneficially owns 3,848 shares, High River Limited Partnership ("High River") directly beneficially owns 1,279,725 Shares and Icahn Partners LP ("Icahn Partners") directly beneficially owns 2,901,892 Shares.

2. Of these Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,914,558 Shares.

3. Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons."

4. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

5. Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

6. Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Form 4 filed by the Reporting Persons on December 13, 2007, and the applicable footnotes thereto (the "Original Forms").

7. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per reference share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date.

8. In addition, under each Swap, each of High River, Icahn Partners or Icahn Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per reference share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

9. On October 9, 2008, High River and the applicable counterparty settled a Swap entered into by such parties on December 11, 2007. In accordance with the terms of such Swap, High River paid to the applicable counterparty an amount representing, for each of the 1,024,920 Shares subject to this Swap, the decrease between $3.83 (the initial reference price) and $0.00 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

10. On October 9, 2008, Icahn Partners and the applicable counterparty settled a Swap entered into by such parties on December 11, 2007. In accordance with the terms of such Swap, Icahn Partners paid to the applicable counterparty an amount representing, for each of the 1,756,407 Shares subject to this Swap, the decrease between $3.83 (the initial reference price) and $0.00 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

11. On October 9, 2008, Icahn Master and the applicable counterparty settled a Swap entered into by such parties on December 11, 2007. In accordance with the terms of such Swap, Icahn Master paid to the applicable counterparty an amount representing, for each of the 2,645,786 Shares subject to this Swap, the decrease between $3.83 (the initial reference price) and $0.00 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares.

12. Please reference the Form 4 filing dated October 10, 2008, filed separately by Mr. Icahn, IPH, Icahn Enterprises, and Icahn Enterprises GP.

	CARL C. ICAHN	10/10/2008
	HIGH RIVER LIMITED PARTNERSHIP	10/10/2008
	HOPPER INVESTMENTS LLC	10/10/2008
	BARBERRY CORP.	10/10/2008
	BECKTON CORP.	10/10/2008
	ICAHN PARTNERS LP	10/10/2008
	ICAHN ONSHORE LP	10/10/2008
	ICAHN PARTNERS MASTER FUND LP	10/10/2008
	ICAHN OFFSHORE LP	10/10/2008
	ICAHN CAPITAL LP	10/10/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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