UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
  SCHEDULE 14A
  Proxy Statement Pursuant to Section 14(a) of the
    Securities
 Exchange Act of 1934
 (Amendment No. )
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Forest Has a Long History of Strong Execution and Delivering Shareholder Value, and a
New Pipeline to Build Value in the Future
  
    
    In just the past 38 months, Forest has obtained five product approvals from five
different divisions of the FDA and has launched Bystolic, Savella, Teflaro, Daliresp and
Viibryd.
    
    This year, we filed an NDA for aclidinium and will shortly file another for linaclotide.
    
    Through this years acquisition of Clinical Data, we gained Viibryd, an exciting
ready-to-launch product that returns Forest to the depression category, where the Company
has long-standing expertise and had great success.
    
    Today, the Company announced very positive preliminary top-line results from a Phase III
study of levomilnacipran for the treatment of adults with major depressive disorder. A
statistically significant improvement was achieved for levomilnacipran treated patients for
all dose groups compared to placebo, a significant milestone in the ongoing development
program for levomilnacipran.




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
    
    Forest share price performance has exceeded that of the S&P 500 over both short
(one-year and three-year) and long (20-year) time periods and has outperformed the AMEX
Pharmaceutical Index (DRG) over both one-year and five-year time periods.
    
    In the first six months of 2011, Forest shares have gained approximately 23% compared to
a 5% gain in the S&P 500.
    
    Since 2005, the Company has returned $4.4 billion in capital to shareholders through
repurchases.
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
    
    Over the last 10 years, Forest has increased revenue at a compound annual growth rate of
12.1% and grown earnings per share (EPS) at a compound annual growth rate of 16.5%.
 (BAR GRAPH)
    
    (BAR GRAPH)
 
  2011: A Year of Strong Performance and Shareholder Returns
   
    
    Sales of Bystolic, a vasodilating beta-blocker, were $264 million in fiscal 2011, and
after three years on the market, it is still growing at a rate of over 30%.
    
    Savella, for fibromyalgia, had sales of $90 million in fiscal 2011 and is also growing
at the rate of 30%.
    
    Over 1,300 hospitals have already tried Teflaro, and we expect it to be a widely used
hospital antibiotic.
    
    Daliresp was approved by the FDA in February as a treatment to reduce the risk of
chronic obstructive pulmonary disease (COPD) exacerbations in patients with severe COPD.
The COPD market is currently valued at approximately $5.5 billion.
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
    
    Viibryd, which we purchased in April, treats depression in adults and has a favorable
tolerability profile. We are optimistic about its prospects in this competitive market.
    
    The Company also successfully advanced all of its pipeline products to the next stage of
clinical development.
  Forest Has a Robust Late-Stage Pipeline, Including Our Highly Anticipated
Next Nine Products
     Your Experienced Board is Committed to Getting the Job Done
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
    
    Mr. Coughlinwas the Chief Financial Officer and Executive Vice President of Tyco
International from 2005 to 2010 and remains an advisor to the Company. He has held a wide
array of senior management positions, has a pharmaceutical background, and brings
significant finance experience and compliance and corporate governance expertise. Among
other things, Mr. Coughlin served as the Chief Financial Officer of Pharmacia from 1998 to
2003. He is currently serving as the lead independent director of Dun & Bradstreet, where
he is a member of the Audit Committee and the Compensation and Benefits Committee, and he
also serves on the board of Covidien plc, where he is the chair of its Compliance
Committee.A veteran of service and leadership on public company boards, Mr. Coughlins wide array of
senior management positions in global companies, pharmaceutical background, finance
experience and compliance and governance expertise will further equip the Board in making
strategic decisions for the long-term growth of the Company.
    
    Mr. Liebermanwas most recently President and Chief Operating Officer of
AllianceBernstein from 2004 to 2009, where he served since 1998. He brings an investment
perspective and deep experience in finance, accounting and risk management. Among other
things, Mr. Lieberman held a number of senior positions at Fidelity Investments from 1993
to 1998, including Chief Financial Officer and Chief of Administration, and was a member of
Fidelitys operating committee, reporting directly to the Chairman. Before joining
Fidelity, Mr. Lieberman spent 14 years with Citicorp, where he served as Senior Human
Resources Officer and a member of the policy committee, reporting to the Companys Chairman
and Chief Executive Officer.Mr. Liebermans senior roles at AllianceBernstein and Fidelity Investments, premier
investment and asset management firms, and his breadth and depth of experiences, including
his finance and accounting expertise and career-long focus on risk management, enable him to
provide important and valuable perspectives to the Board.
    
    Mr. Saundershas been the Chief Executive Officer of Bausch + Lomb since March 2010. He
brings operational experience as CEO of a global, branded healthcare company, as well as
deep healthcare and pharmaceutical experience. Among other things, Mr. Saunders served as
a senior executive with Schering-Plough from 2003 to 2010, most recently as President of
Global Consumer Health Care. He also served as
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the Chief Risk Officer at Coventry Health Care between 1998 and 1999.Given Mr. Saunders leadership experience as CEO of a global, branded healthcare company and
deep pharmaceutical experiences, he will be an invaluable addition to the Board. In
addition to his other attributes, his 15 years of senior compliance experience and broad
regulatory expertise at a number of different companies, including Bausch + Lomb and
Schering-Plough, will prove particularly valuable.
  YOUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR OUR
FULL SLATE OF 10 HIGHLY QUALIFIED DIRECTORS AT THE ANNUAL MEETING
  Icahns Nominees Should be Rejected
   Our Promise to Shareholders
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Your Vote is Important  Please Submit the WHITE Proxy Card Today
    
 
 Forward Looking Information
  Important Additional Information
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FOREST SHAREHOLDERS ARE STRONGLY ENCOURAGED TO
READ THE PROXY STATEMENT AND ACCOMPANYING PROXY CARD AS THEY CONTAIN IMPORTANT INFORMATION.
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