13F-HR 1 form13fhrcci33109.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: March 31, 2009 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: 028-04333 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 5/15/09 [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: 7 Form 13F Information Table Entry Total: 20 Form 13F Information Table Value Total: $2,768,192 (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 --- -------------------- ---- 01 028-04690 High River Limited Partnership 02 028-13170 Thornwood Associates Limited Partnership 03 028-02662 Barberry Corp. 04 028-04970 High Coast Limited Partnership 05 028-04460 Highcrest Investors Corp. 06 028-11469 Gascon Partners 07 028-13260 IEH FM Holdings LLC

Form 13F Information Table Name of Reporting Manager: Carl C. Icahn 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 156 864,865 SH Defined 1 864,865 CEUTICALS INC AMERICAN RAILCAR COM 02916P103 2,586 338,933 SH Defined 3 338,933 INDS INC AMERICAN RAILCAR COM 02916P103 85,648 11,225,212 SH Defined 11,225,212 INDS INC BIOGEN IDEC INC COM 09062X103 168,533 3,215,051 SH Defined 1 3,215,051 BLOCKBUSTER INC CL A 093679108 1,248 1,732,960 SH Defined 1 1,732,960 BLOCKBUSTER INC CL A 093679108 647 898,000 SH Defined 3 898,000 BLOCKBUSTER INC CL B 093679207 348 772,320 SH Defined 1 772,320 BLOCKBUSTER INC CL B 093679207 153 340,906 SH Defined 3 340,906 ENZON PHARMA- COM 293904108 4,275 704,214 SH Defined 1 704,214 CEUTICALS INC FEDERAL MOGUL CORP COM 313549404 502,616 75,241,924 SH Defined 7 75,241,924 GUARANTY FINL COM 40108N106 4,014 3,823,308 SH Defined 1 3,823,308 GROUP INC ICAHN ENTERPRISES DEP 451100101 79,396 3,053,674 SH Defined 3 3,053,674 LP UNIT ICAHN ENTERPRISES DEP 451100101 962,256 37,009,836 SH Defined 4 37,009,836 LP UNIT ICAHN ENTERPRISES DEP 451100101 100,526 3,866,379 SH Defined 5 3,866,379 LP UNIT ICAHN ENTERPRISES DEP 451100101 309,196 11,892,167 SH Defined 6 11,892,167 LP UNIT ICAHN ENTERPRISES DEP 451100101 111,438 4,286,087 SH Defined 2 4,286,087 LP UNIT ICAHN ENTERPRISES DEP 451100101 224,450 8,632,679 SH Defined 8,632,679 LP UNIT LIONS GATE COM NEW 535919203 16,959 3,358,226 SH Defined 1 3,358,226 ENTMNT CORP LIONS GATE NOTE 535919AF1 149 200,000 PRN Defined 1 200,000 ENTMNT CORP 2.938% 10/1 YAHOO INC COM 984332106 193,598 15,113,025 SH Defined 1 15,113,025 TOTAL $2,768,192

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.