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 April, 2005

                        Commission File Number 001-13896



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


            Treasury Building, Lower Grand 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 / /


     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/






     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):






                                       -2-




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, 333-100252 and 333-121021).










                                  EXHIBIT LIST

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

    99.1      Elan responds to "mini-tender" offer by TRC Capital Corporation.








                                   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: April 27, 2005

EX-99.1

                                                                    Exhibit 99.1


         ELAN RESPONDS TO "MINI-TENDER" OFFER BY TRC CAPITAL CORPORATION


Elan Corporation, plc has been notified of an unsolicited "mini-tender" offer by
TRC Capital Corporation, a private Canadian investment company. Elan has
received a copy of the Offer to Purchase documents, dated April 13, 2005,
pursuant to which TRC Capital has offered to purchase in cash up to 5,000,000
American Depositary Shares, each representing one Ordinary Share, of Elan,
representing approximately 1.3% of the outstanding Ordinary Shares of Elan. The
mini-tender offer price of $3.75 per share represents a discount to our per
share price as of the close of trading on April 26, 2005.

Elan does not recommend or endorse this offer. Elan is not affiliated in any way
with TRC Capital, the mini-tender offer or the Offer to Purchase documents. Elan
urges shareholders to obtain current market quotations for their American
Depositary Shares, consult with their financial advisors and exercise caution
with respect to TRC Capital's offer.

Elan understands that TRC Capital has made many mini-tender offers. Mini-tender
offers are third-party offers that seek to acquire less than five percent of a
company's outstanding shares and thereby avoid many of the procedural
protections and disclosure and dissemination requirements of the Securities and
Exchange Commission (the "SEC") that apply to offers for more than five percent
of a company's outstanding shares.

Elan shareholders are advised that TRC Capital's offer is subject to numerous
conditions, including that there be no decrease in the market price of Elan's
American Depositary Shares and the availability of financing for the purchase of
Elan's American Depositary Shares on terms satisfactory to TRC Capital. TRC
Capital also has reserved the right, in its reasonable discretion, to extend the
period of time during which the offer remains open, thereby possibly delaying
payment for American Depositary Shares tendered in the offer, or to amend its
offer in any other respect.


                                       1


Elan Responds to "Mini-Tender" Offer by TRC Capital Corporation


Elan shareholders who have already tendered shares in the offer are advised that
they may withdraw their shares as described in TRC Capital's Offer to Purchase
documents prior to the expiration of the offer, which is currently scheduled for
12:01 a.m., Eastern time, on May 12, 2005.

The SEC has issued "Investor Tips" regarding mini-tender offers noting that
"Some bidders make mini-tender offers at below-market prices, hoping that they
will catch investors off guard if the investors do not compare the offer price
to the current market price" and that "mini-tender offers typically do not
provide the same disclosure and procedural protections that larger, traditional
tender offers provide." The SEC's investor tips regarding mini-tender offers may
be found at www.sec.gov/investor/pubs/minitend.htm.