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):



                                      -2-


                        Yes / /                      No /X/




     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 23, 2003 titled:
                Elan to sell European sales and marketing business for $120
                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 23, 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 TO SELL EUROPEAN SALES AND MARKETING
                            BUSINESS FOR $120 MILLION

DUBLIN, IRELAND, DECEMBER 23, 2003 --Elan Corporation, plc today announced that
it has agreed to sell its European sales and marketing business to Medeus UK
Limited, a new UK pharmaceutical company backed by Apax Partners Funds. Under
the terms of the agreement Elan will receive total consideration of
approximately $120 million. Elan also said that it was retaining its operations
in Athlone, Ireland and its research and development operations in Stevenage, UK
and that it separately anticipates selling certain rights to two products in the
UK and Ireland for approximately $10 million.

Kelly Martin, Elan's president and Chief Executive Officer, said, "Divesting
these operations is consistent with our strategy of focusing on areas that are
essential to our future and enables us to tailor our European sales and
marketing efforts toward our pipeline products. We are also pleased to note that
individuals who have contributed to our sales and marketing success in Europe
will have an opportunity to continue to contribute as employees of Medeus UK
Limited."

The transaction includes the divestment of its sales and marketing operation in
the UK and 100 percent of the equity in Elan sales and marketing affiliates in
Germany, France, Spain, Italy and Ireland. In 2002, Elan recorded net revenue
and gross profit for these products of $70.1 million and $50.7 million,
respectively. For the first nine months of 2003, Elan recorded net revenue and
gross profit for these products of $56.4 million and $38.7 million,
respectively. Elan expects to record a pre-tax gain of approximately $10 million
from this transaction.

Apax Partners is a leading international private equity firm, and Apax Partners
Funds has a successful track record of early and later stage healthcare
investments. The transaction is subject to regulatory approvals, third party
consents and other customary conditions, and is expected to close



Elan To Sell European Sales & Marketing Business
Page 2


during the first quarter of 2004. Proceeds from the projected sale will form
part of Elan's proceeds from the divestment of assets as outlined in its
recovery plan.

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 (NYSE: ELN) shares trade on the New York, London and Dublin Stock
Exchanges.

This news release may contain certain forward-looking statements by Elan that
involve risks and uncertainties and reflect the company's judgment as of the
date of this release. Actual events or results may differ from the company's
expectations. For example, there can be no assurance that the funds received
from this transaction will have a material contribution to Elan's efforts to, or
predict or guarantee Elan's ability to, raise substantial proceeds from the
divestment of assets. A further list of risks, uncertainties and other matters
can be found in Elan's Annual Report on Form 20-F for the fiscal year ended
December 31, 2002, and in its Reports of Foreign Issuer on Form 6-K. Elan
assumes no obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise.