6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of July, 2012.

Commission File Number 001-13896

Elan Corporation, plc

(Translation of registrant’s name into English)

Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F    x Form 40-F    o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  _____

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  _____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes    o No    x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

This Report of Foreign Issuer on Form 6-K is incorporated by reference into the Post-Effective Amendments on Forms F-3 and S-8 to the Registration Statement on Form F-3 of Elan Corporation, plc (Registration No. 333-100252), and the Registration Statements on Form S-8 of Elan Corporation, plc (Registration Nos. 333-100556, 333-07361, 333-121021, 333-135184, 333-135185, 333-154573, 333-181971 and 333-181973).

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EXHIBIT LIST

Exhibit   10.1 Description Amendment Number One to Consulting Agreement, effective as of  July 1, 2012, by and between Dr. Dennis J. Selkoe and Elan Pharmaceuticals, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ELAN CORPORATION, PLC
	By:	/s/ William F. Daniel
		Name:  William F. Daniel
		Title:    Executive Vice President and              Company Secretary
Dated:    July 5, 2012

EX-10.1

Exhibit 10.1

CONSULTING AGREEMENT

AMENDMENT NUMBER ONE

This CONSULTING AGREEMENT AMENDMENT NUMBER ONE (the "First Amendment") is made by and between, Dennis J. Selkoe, M.D. (“Consultant”), an individual with an address of Center for Neurologic Diseases, Harvard Medical School, Brigham and Women’s Hospital, 77 Avenue Louis Pasteur, HIM 730, Boston, MA 02115, and Elan Pharmaceuticals, Inc., a Delaware corporation with an address of 180 Oyster Point Boulevard, South San Francisco, California 94080 ("Elan"), and is effective as of 1 July 2012 (“Amendment Effective Date”).

RECITALS

A.           Elan and Consultant entered into a Consulting Agreement dated 01 July 2009 (the “Agreement”).

B.           The parties mutually desire to amend the Agreement.

AGREEMENT

1.            TERM.  The term of the Agreement shall be extended to expire on 01 July 2015.

2.            FEES AND EXPENSES.  As of the Amendment Effective Date, Section 3(a) of the Agreement shall be amended and restated as follows:

(a)      In return for Services actually rendered, Elan will pay Consultant at a rate of $18,000.00 per quarter.

3.            Except as modified herein, the Agreement remains in full force and effect and is hereby incorporated by this reference.  Capitalized terms not otherwise defined herein shall have the meanings contained in the Agreement.

[Signature page follows]

IN WITNESS WHEREOF, duly authorized representatives of the parties hereto have executed this First Amendment as of the Amendment Effective Date above.

ELAN PHARMACEUTICALS, INC.	DENNIS J. SELKOE, M.D.
By:        /s/ John B. Moriarty, Jr.	By:      /s/ Dennis J. Selkoe
Name:   John B. Moriarty, Jr.
Title:     SVP & General Counsel

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