13F-HR 1 form13fhrcci123108.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 13F Form 13F COVER PAGE Report for the Calendar Year or Quarter Ended: December 31, 2008 Check here if Amendment [ ]; Amendment Number: This Amendment (Check only one.): [ ] is a restatement. [ ] adds new holdings entries. Institutional Investment Manager Filing this Report. Name: Carl C. Icahn, Individual Address: c/o Icahn Associates Corp. 767 Fifth Ave., 47th Floor New York, New York 10153 Form 13F File Number: 28-04333 The institutional investment manager filing this report and the person by whom it is signed hereby represent that the person signing the report is authorized to submit it, that all information contained herein is true, correct and complete, and that it is understood that all required items, statement, schedules, lists, and tables, are considered integral parts of this form. Person Signing this Report on Behalf of Reporting Manager: Name: Edward E. Mattner, Attorney-in-Fact for Carl C. Icahn Title: Individual Phone: (212) 702-4300 Signature, Place, and Date of Signing: /s/ Edward E. Mattner --------------------- Edward E. Mattner New York, New York 2/13/09 [Signature] [City, State] [Date] Report Type (Check only one.): [X] 13F HOLDINGS REPORT: (Check here if all holdings of this reporting manager are reported in this report.) [ ] 13F NOTICE. (Check here if no holdings reported are in this report, and all holdings are reported by other reporting manager(s).) [ ] 13F COMBINATION REPORT. (Check here if a portion of the holdings for this reporting manager are reported in this report and a portion are reported by other reporting manager(s).) Form 13F SUMMARY PAGE Report Summary: Number of Other Included Managers: 8 Form 13F Information Table Entry Total: 23 Form 13F Information Table Value Total: $2,578,473 (thousands) Confidential Treatment has been requested for certain accounts of securities reported by this Institutional Investment Manager, and this information has been filed separately with the Commission. List of Other Included Managers: Provide a numbered list of the name(s) and Form 13F file number(s) of all institutional investment managers with respect to which this report is filed, other than the manager filing this report. No. Form 13F File Number Name --- -------------------- ---- 01 28-04690 High River Limited Partnership 02 28-05849 Icahn Enterprises Holdings L.P. 03 28-02662 Barberry Corp. 04 28-04970 High Coast Limited Partnership 05 28-04460 Highcrest Investors Corp. 06 28-11469 Gascon Partners 07 28-13260 IEH FM Holdings LLC 08 28-13170 Thornwood Associates Limited Partnership

Form 13F Information Table Name of Reporting Manager: Icahn Capital LP COLUMN 1 COLUMN 2 COLUMN 3 COLUMN 4 COLUMN 5 COLUMN 6 COLUMN 7 COLUMN 8 NAME OF TITLE OF VALUE SHRS OR SH/ PUT/ INVESTMENT OTHER Voting Authority ISSUER CLASS CUSIP (x$1000) PRN AMT PRN CALL DISCRETION MANAGER SOLE SHARED NONE ------ ----- ----- -------- ------- --- ---- ---------- ------- ---- ------ ---- ADVENTRX PHARMA- COM 00764X103 69 864,865 SH Defined 1 864,865 CEUTICALS INC AMERICAN RAILCAR COM 02916P103 4,392 417,086 SH Defined 3 417,086 INDS INC. AMERICAN RAILCAR COM 02916P103 45,183 4,290,918 SH Defined 4,290,918 INDS INC AMERICAN RAILCAR COM 02916P103 19,154 1,818,976 SH Defined 1,818,976 INDS INC. BIOGEN IDEC INC COM 09062X103 153,133 3,215,051 SH Defined 1 3,215,051 BLOCKBUSTER INC CL A 093679108 2,184 1,732,960 SH Defined 1 1,732,960 BLOCKBUSTER INC CL A 093679108 1,131 898,000 SH Defined 3 898,000 BLOCKBUSTER INC CL B 093679207 502 772,320 SH Defined 1 772,320 BLOCKBUSTER INC CL B 093679207 222 340,906 SH Defined 3 340,906 CYBERONICS, INC. COM 23251P102 8,321 502,152 SH Defined 1 502,152 ENZON PHARMA- COM 293904108 3,582 614,420 SH Defined 1 614,420 CEUTICALS INC FEDERAL MOGUL CORP COM 313549404 318,273 75,241,924 SH Defined 7 75,241,924 GUARANTY FINL GROUP COM 40108N106 9,979 3,823,308 SH Defined 1 3,823,308 ICAHN ENTERPRISES DEP 451100101 78,224 2,957,442 SH Defined 3 2,957,442 LP UNIT ICAHN ENTERPRISES DEP 451100101 978,910 37,009,836 SH Defined 4 37,009,836 LP UNIT ICAHN ENTERPRISES DEP 451100101 102,266 3,866,379 SH Defined 5 3,866,379 LP UNIT ICAHN ENTERPRISES DEP 451100101 314,548 11,892,167 SH Defined 6 11,892,167 LP UNIT ICAHN ENTERPRISES DEP 451100101 98,043 3,706,723 SH Defined 3,706,723 LP UNIT ICAHN ENTERPRISES DEP 451100101 40,085 1,515,515 SH Defined 1,515,515 LP UNIT ICAHN ENTERPRISES DEP 451100101 90,206 3,410,441 SH Defined 3,410,441 LP UNIT ICAHN ENTERPRISES DEP 451100101 113,367 4,286,087 SH Defined 8 4,286,087 LP UNIT LIONS GATE COM 535919203 12,320 2,239,919 SH Defined 1 2,239,919 ENTMNT CORP NEW YAHOO INC. COM 984332106 184,379 15,113,025 SH Defined 1 15,113,025 TOTAL $2,578,473

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN ACCOUNTS OF SECURITIES REPORTED BY THIS INSTITUTIONAL INVESTMENT MANAGER PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND THIS INFORMATION HAS BEEN FILED SEPARATELY WITH THE COMMISSION. * This table may also include positions held by public companies controlled by Mr. Icahn. While Mr. Icahn may be deemed to have "investment discretion" over such positions pursuant to Section 13(f) of the Securities Exchange Act of 1934 and Rule 13f-1, Mr. Icahn expressly disclaims having such "investment discretion" over such positions for any other purposes.