SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

OMB APPROVAL

OMB Number:		3235-0104
Expires:	February 28, 2011
Estimated average burden
hours per response		0.5

1. Name and Address of Reporting Person^*

ICAHN CARL C ET AL

(Last)

(First)

(Middle)

C/O ICAHN ASSOCIATES CORP.

767 FIFTH AVE., SUITE 4700

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/09/2007

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

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

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
see footnotes 1-29

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share ("Common Stock")	4,298,100 ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )}	I	see footnotes 1, 2, 3, 4 ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )}

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Commonly referred to as Total Return Swap ("TRS")	^{( 5 )} ^{( 6 )} ^{( 7 )}	08/05/2008	Common Stock ("CS")	419,200	15.87	I	see footnotes 2, 3, 4, 5, 6 ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )}
TRS	^{( 5 )} ^{( 6 )} ^{( 8 )}	08/05/2008	CS	227,200	16.01	I	see footnotes 2, 3, 4, 5, 6 ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )}
TRS	^{( 5 )} ^{( 6 )} ^{( 9 )}	08/05/2008	CS	15,400	16.01	I	see footnotes 2, 3, 4, 5, 6 ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )}
TRS	^{( 5 )} ^{( 6 )} ^{( 10 )}	08/05/2008	CS	12,300	16.01	I	see footnotes 2, 3, 4, 5, 6 ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )}
TRS	^{( 5 )} ^{( 6 )} ^{( 11 )}	08/05/2008	CS	250,000	15.98	I	see footnotes 2, 3, 4, 5, 6 ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )}
TRS	^{( 5 )} ^{( 6 )} ^{( 12 )}	08/05/2008	CS	500,000	15.96	I	see footnotes 2, 3, 4, 5, 6 ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )}
TRS	^{( 5 )} ^{( 6 )} ^{( 13 )}	08/05/2008	CS	215,100	15.5	I	see footnotes 2, 3, 4, 5, 6 ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )}
TRS	^{( 5 )} ^{( 6 )} ^{( 14 )}	08/05/2008	CS	164,500	15.59	I	see footnotes 2, 3, 4, 5, 6 ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )}
TRS	^{( 5 )} ^{( 6 )} ^{( 15 )}	08/05/2008	CS	145,000	15.46	I	see footnotes 2, 3, 4, 5, 6 ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )}
TRS	^{( 5 )} ^{( 6 )} ^{( 16 )}	08/05/2008	CS	109,200	15.39	I	see footnotes 2, 3, 4, 5, 6 ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )}
TRS	^{( 5 )} ^{( 6 )} ^{( 17 )}	08/05/2008	CS	209,300	14.88	I	see footnotes 2, 3, 4, 5, 6 ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )}
TRS	^{( 5 )} ^{( 6 )} ^{( 18 )}	08/05/2008	CS	209,000	14.61	I	see footnotes 2, 3, 4, 5, 6 ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )}
TRS	^{( 5 )} ^{( 6 )} ^{( 19 )}	08/05/2008	CS	364,600	15.4	I	see footnotes 2, 3, 4, 5, 6 ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )}
TRS	^{( 5 )} ^{( 6 )} ^{( 20 )}	08/05/2008	CS	276,700	15.65	I	see footnotes 2, 3, 4, 5, 6 ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )}
TRS	^{( 5 )} ^{( 6 )} ^{( 21 )}	08/05/2008	CS	178,600	15.83	I	see footnotes 2, 3, 4, 5, 6 ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )}
TRS	^{( 5 )} ^{( 6 )} ^{( 22 )}	08/05/2008	CS	216,900	15.97	I	see footnotes 2, 3, 4, 5, 6 ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )}
TRS	^{( 5 )} ^{( 6 )} ^{( 23 )}	12/17/2008	CS	171,000	17.7	I	see footnotes 2, 3, 4, 5, 6 ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )}
TRS	^{( 5 )} ^{( 6 )} ^{( 24 )}	12/17/2008	CS	315,000	17.73	I	see footnotes 2, 3, 4, 5, 6 ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )}
TRS	^{( 5 )} ^{( 6 )} ^{( 25 )}	12/17/2008	CS	111,000	17.91	I	see footnotes 2, 3, 4, 5, 6 ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )}
TRS	^{( 5 )} ^{( 6 )} ^{( 26 )}	12/17/2008	CS	479,300	17.92	I	see footnotes 2, 3, 4, 5, 6 ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )}
TRS	^{( 5 )} ^{( 6 )} ^{( 27 )}	12/17/2008	CS	265,000	18.01	I	see footnotes 2, 3, 4, 5, 6 ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )}
TRS	^{( 5 )} ^{( 6 )} ^{( 28 )}	12/17/2008	CS	269,300	17.37	I	see footnotes 2, 3, 4, 5, 6 ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )}
TRS	^{( 5 )} ^{( 6 )} ^{( 29 )}	12/17/2008	CS	1,000	17.62	I	see footnotes 2, 3, 4, 5, 6 ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 5 )} ^{( 6 )}

1. Name and Address of Reporting Person^*

ICAHN CARL C ET AL

(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 4700

(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^*

Icahn Partners Master Fund LP

(Last)

(First)

(Middle)

C/O WALKERS SPV LIMITED, P.O. BOX 908GT

87 MARY STREET

(Street)

GEORGE TOWN, GRAND CANYON

(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^*

CCI OFFSHORE 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)

C/O ICAHN ASSOCIATES CORP.

77 FIFTH AVENUE, SUITE 4700

(Street)

NEW YORK

10153

(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)

Explanation of Responses:

1. Of these shares of Common Stock, par value $0.01 per share (the "Shares"), of WCI Communities, Inc. ("WCI"), High River Limited Partnership ("High River") directly beneficially owns 859,620 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 1,523,922 Shares and Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,914,558 Shares.

2. Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"). Hopper is the general partner of High River. CCI Onshore Corp. ("CCI Onshore") is the general partner of Icahn Onshore LP ("Icahn Onshore"), which is the general partner of Icahn Partners. CCI Offshore Corp. ("CCI Offshore") is the general partner of Icahn Offshore LP ("Icahn Offshore"), which is the general partner of Icahn Master. Barberry, CCI Onshore and CCI Offshore are 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 3 as the "Reporting Persons."

3. Each of Hopper and Barberry disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Onshore and CCI Onshore by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore and CCI Onshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore and CCI Offshore by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns.

4. Each of Icahn Offshore and CCI Offshore disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, CCI Onshore, Icahn Onshore, Icahn Partners, CCI Offshore, Icahn Offshore and Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River, Icahn Partners and Icahn Master own. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein.

5. 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 and the applicable footnotes thereto.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 share as set forth in Table II and the market value of such reference shares on the applicable termination date.

6. 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 share set forth in Table II 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.

7. Under this Swap, High River has exposure with respect to 83,840 reference shares, Icahn Partners has exposure with respect to 137,986 reference shares, and Icahn Master has exposure with respect to 197,374 reference shares.

8. Under this Swap, High River has exposure with respect to 45,440 reference shares, Icahn Partners has exposure with respect to 77,138 reference shares, and Icahn Master has exposure with respect to 104,622 reference shares.

9. Under this Swap, High River has exposure with respect to 3,080 reference shares, Icahn Partners has exposure with respect to 5,228 reference shares, and Icahn Master has exposure with respect to 7,092 reference shares.

10. Under this Swap, High River has exposure with respect to 2,460 reference shares, Icahn Partners has exposure with respect to 4,176 reference shares, and Icahn Master has exposure with respect to 5,664 reference shares.

11. Under this Swap, High River has exposure with respect to 50,000 reference shares, Icahn Partners has exposure with respect to 84,879 reference shares, and Icahn Master has exposure with respect to 115,121 reference shares.

12. Under this Swap, High River has exposure with respect to 100,000 reference shares, Icahn Partners has exposure with respect to 169,757 reference shares, and Icahn Master has exposure with respect to 230,243 reference shares.

13. Under this Swap, High River has exposure with respect to 43,020 reference shares, Icahn Partners has exposure with respect to 73,030 reference shares, and Icahn Master has exposure with respect to 99,050 reference shares.

14. Under this Swap, High River has exposure with respect to 32,900 reference shares, Icahn Partners has exposure with respect to 55,849 reference shares, and Icahn Master has exposure with respect to 75,751 reference shares.

15. Under this Swap, High River has exposure with respect to 29,000 reference shares, Icahn Partners has exposure with respect to 49,230 reference shares, and Icahn Master has exposure with respect to 66,770 reference shares.

16. Under this Swap, High River has exposure with respect to 21,840 reference shares, Icahn Partners has exposure with respect to 37,075 reference shares, and Icahn Master has exposure with respect to 50,285 reference shares.

17. Under this Swap, High River has exposure with respect to 41,860 reference shares, Icahn Partners has exposure with respect to 71,060 reference shares, and Icahn Master has exposure with respect to 96,380 reference shares.

18. Under this Swap, High River has exposure with respect to 41,800 reference shares, Icahn Partners has exposure with respect to 70,958 reference shares, and Icahn Master has exposure with respect to 96,242 reference shares.

19. Under this Swap, High River has exposure with respect to 72,920 reference shares, Icahn Partners has exposure with respect to 123,787 reference shares, and Icahn Master has exposure with respect to 167,893 reference shares.

20. Under this Swap, High River has exposure with respect to 55,340 reference shares, Icahn Partners has exposure with respect to 93,944 reference shares, and Icahn Master has exposure with respect to 127,416 reference shares.

21. Under this Swap, High River has exposure with respect to 35,720 reference shares, Icahn Partners has exposure with respect to 60,637 reference shares, and Icahn Master has exposure with respect to 82,243 reference shares.

22. Under this Swap, High River has exposure with respect to 43,380 reference shares, Icahn Partners has exposure with respect to 73,640 reference shares, and Icahn Master has exposure with respect to 99,880 reference shares.

23. Under this Swap, High River has exposure with respect to 34,200 reference shares, Icahn Partners has exposure with respect to 75,970 reference shares, and Icahn Master has exposure with respect to 60,830 reference shares.

24. Under this Swap, High River has exposure with respect to 63,000 reference shares, Icahn Partners has exposure with respect to 107,944 reference shares, and Icahn Master has exposure with respect to 144,056 reference shares.

25. Under this Swap, High River has exposure with respect to 22,200 reference shares, Icahn Partners has exposure with respect to 36,635 reference shares, and Icahn Master has exposure with respect to 52,165 reference shares.

26. Under this Swap, High River has exposure with respect to 95,860 reference shares, Icahn Partners has exposure with respect to 164,171 reference shares, and Icahn Master has exposure with respect to 219,269 reference shares.

27. Under this Swap, High River has exposure with respect to 53,000 reference shares, Icahn Partners has exposure with respect to 90,749 reference shares, and Icahn Master has exposure with respect to 121,251 reference shares.

28. Under this Swap, High River has exposure with respect to 53,860 reference shares, Icahn Partners has exposure with respect to 92,221 reference shares, and Icahn Master has exposure with respect to 123,219 reference shares.

29. Under this Swap, High River has exposure with respect to 200 reference shares, Icahn Partners has exposure with respect to 343 reference shares, and Icahn Master has exposure with respect to 457 reference shares.

	CARL C. ICAHN	01/12/2007
	HIGH RIVER LIMITED PARTNERSHIP	01/12/2007
	HOPPER INVESTMENTS LLC	01/12/2007
	BARBERRY CORP.	01/12/2007
	ICAHN PARTNERS MASTER FUND LP	01/12/2007
	ICAHN OFFSHORE LP	01/12/2007
	CCI OFFSHORE CORP.	01/12/2007
	ICAHN PARTNERS LP	01/12/2007
	ICAHN ONSHORE LP	01/12/2007
	CCI ONSHORE CORP.	01/12/2007
	** 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 5 (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.