6-K

                                    FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                        Report of Foreign Private Issuer
                        Pursuant to Rule 13a-16 or 15d-16
                    under the Securities Exchange Act of 1934

                         For the month of December, 2003

                        Commission File Number 001-13896



                              Elan Corporation, plc
- --------------------------------------------------------------------------------
                 (Translation of registrant's name into English)


                 Lincoln House, Lincoln Place, 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 / /


     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):

                       Yes / /                      No /X/

     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):

                       Yes / /                      No /X/





                                      -2-


     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 / /                      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 Form F-4 Registration
Statement of Elan Corporation, plc (Registration No. 333-12756), the
Registration Statement on Form F-3 of Elan Corporation, plc and Athena
Neuroscience Finance, LLC (Registration No. 333-13130), and the Registration
Statements on Form S-8 of Elan Corporation, plc (Registration Nos. 333-13996,
333-12344, 333-11940, 333-09644, 333-09284, 333-09048, 333-08384, 333-07361,
333-07136, 333-14240, 33-27506 and 333-100252).














                                       EXHIBIT LIST


   Exhibit      Description
   -------      -----------

     99.1       Press release dated December 2, 2003 titled:
                Elan completes sale of four pain products for approximately $102
                million.










                                   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
                                       ---------------------------------
                                       William F. Daniel
                                       Company Secretary

Date: December 2, 2003

EX-99.1

                                                                    Exhibit 99.1





                              FOR IMMEDIATE RELEASE




Investors:                                                Media:
Emer Reynolds                                             Anita Kawatra
Ph:  353-1-709-4000                                       Ph:  212-407-5755
     800-252-3526                                              800-252-3526


                  ELAN COMPLETES SALE OF FOUR PAIN PRODUCTS FOR
                           APPROXIMATELY $102 MILLION

DUBLIN, IRELAND, DECEMBER 2, 2003 -- Elan Corporation, plc (NYSE: ELN) ("Elan")
today announced the completion of the sale of its four pain products and related
assets to aaiPharma Inc. (NASDAQ: AAII) ("aaiPharma"). These products include
the rights to Roxicodone(TM) (oxycodone hydrochloride) tablets and oral
solution, Oramorph(TM) SR (morphine sulfate sustained-release) tablets,
Roxanol(TM) (morphine sulfate) and Duraclon(TM) (clonidine hydrochloride
injection). Elan has realised total consideration of $101.8 million, comprising
a cash payment to Elan of $50.4 million and the assumption, by aaiPharma, of
$51.4 million of Elan's product related payments.

About Elan
Elan is focused on the discovery, development, manufacturing, sale and marketing
of novel therapeutic products in neurology, severe pain and autoimmune diseases.
Elan shares trade on the New York, London and Dublin Stock Exchanges.