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 August, 2005

                        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 / /


     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


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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, 333-100252 and 333-121021).





                                  EXHIBIT LIST

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

99.1      Amendment to Employment Agreement, dated as of December 3, 2004, by
          and among Elan Pharmaceuticals, Inc. and Elan Corporation, plc and G.
          Kelly Martin, entered into on August 11, 2005. Mr. Martin is the
          president and chief executive officer and a director of Elan
          Corporation, plc. The amendment modifies the benefits to be received
          by Mr. Martin in the event of an involuntary termination, extends
          severance payments to three years (from two) in the event of an
          involuntary termination following a change in control, modifies the
          indemnification provisions of the employment agreement and adds an
          attorneys' fees provision.





                                   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
                                              EVP, Company Secretary

Date: August 16, 2005

EX-99.1

                                                                    Exhibit 99.1

                                                                  EXECUTION COPY

                       AMENDMENT TO EMPLOYMENT AGREEMENT


     THIS AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of this 3rd day of
December, 2004, by and among ELAN PHARMACEUTICALS, INC., a Delaware corporation
(the "Employer"), and ELAN CORPORATION, PLC, an Irish public limited company
(the "Parent", together with the Employer, the "Company") and G. KELLY MARTIN
(the "Executive").

                              W I T N E S S E T H:

     WHEREAS, the Executive has provided services as Chief Executive Officer of
the Parent pursuant to an Employment Agreement dated January 7, 2003 (the
"Agreement"); and

     WHEREAS, the Executive is willing to continue to serve as the Chief
Executive Officer of the Parent and the Employer desires to retain the Executive
in such capacity on the terms and conditions set forth in the Agreement as
modified herein; and

     WHEREAS, the Agreement provided for certain rights and obligations in the
event of an involuntary termination; and

     WHEREAS, the parties desire to modify the rights and obligations of the
parties in the event of involuntary termination and to add contractual
provisions relating to indemnity and the award of costs in the event of a
dispute;

     NOW, THEREFORE, in consideration of the promises and the mutual covenants
herein contained, the parties hereto hereby agree that the Agreement shall be
amended as follows:

     Effective midnight on December 31, 2004, subpart (b) (ii) of Section 4 of
the Agreement shall be deleted and the following subpart (b) (ii) of Section 4
shall be substituted in its place:

          4. TERMINATION OF EMPLOYMENT.

          (b) Involuntary Termination.

          (ii) In the event of the Executive's Involuntary Termination, the
     Executive shall continue to participate on the same terms and conditions as
     are in effect immediately prior to such termination or resignation in the
     Employer's health and medical plans provided to the Executive pursuant to
     Section 3(f) above at the time of such Involuntary Termination until the
     end of the Severance Period, or until the Executive obtains other
     employment, whichever occurs first. Anything herein to the contrary
     notwithstanding, the Employer shall have no obligation to continue to
     maintain during the Continuation Period any plan, program or level of
     benefits solely as a result of this Agreement. Furthermore, the Executive
     shall receive a lump-sum cash payment in the amount of $50,000.00 to cover
     extra costs due to tax return preparation, estate counseling, and
     miscellaneous expenses. Executive shall also be entitled to obtain career
     transition assistance from a career transition assistance firm selected and
     paid for by the Company.


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     Executive must begin the available career transition assistance program
     within sixty (60) days following the Involuntary Termination. Said
     transition assistance shall include the use of an office and the services
     of a full time secretary suitable for the Executive, as agreed to by the
     Company, for a reasonable period of time not to exceed three (3) years.

     It is furthermore agreed that effective midnight on December 31, 2004,
subparts (c) (i) and (iii) of Section 4 of the Agreement shall be deleted and
the following subparts (c) (i) and (iii) of Section 4 shall be substituted in
their place:

          (c) Involuntary Termination in Connection with Certain Changes in
     Control.

          (i) If, during the Term of this Agreement, the Parent undergoes a
     "Change in Control" (as defined below), and either (x) the Executive's
     employment is thereafter terminated under circumstances that would
     constitute an Involuntary Termination or (y) the Executive undergoes an
     Involuntary Termination and within 90 days of the Involuntary Termination,
     the Parent executes a definitive agreement to enter into a transaction the
     consummation of which would result in a "Change in Control" and such
     transaction is actually consummated prior to the end of the Term of this
     Agreement, then the Executive shall receive, conditioned upon his execution
     of a customary release of all claims against the Company and its affiliates
     in a form prescribed by the Company, the Accrued Obligations, as well as
     Severance Payments in the amount of Executive's Salary and target bonus for
     a period of three (3) years following the Involuntary Termination (the
     "Change in Control Severance Period"). In addition, the Executive shall be
     entitled to continuation of benefits in accordance with the terms set forth
     in Section 4(b)(ii), above, except that Executive's entitlement to
     continued participation in the Employer's health and medical plans as
     specified in Section 4(b)(ii) shall last until the end of the Change in
     Control Severance Period, or until the Executive obtains other employment,
     whichever occurs first. Lastly, all of the Executive's then-outstanding
     options shall be immediately vested and remain outstanding for two years
     following the Involuntary Termination.

          (iii) In the event of the Executive's death subsequent to his
     Involuntary Termination following a Change in Control, but prior to the end
     of the Change in Control Severance Period, the balance of the Severance
     Payments shall continue to be paid in periodic installments to the
     Executive's Beneficiary (as hereinafter defined) for the balance of the
     Change in Control Severance Period; provided, however, that the Employer,
     in its sole discretion, may at any time pay such Beneficiary the then
     remaining Severance Payments in a cash lump sum.

     It is furthermore agreed that effective midnight on December 31, 2004,
Section 7 of the Agreement shall be deleted and the following Section 7 shall be
substituted in its place:

          7. INDEMNIFICATION. The Company shall furnish the Executive with
     coverage under the Company's customary director and officer indemnification
     arrangements, in accordance with the Company's charter documents and its
     D&O insurance policies, as in effect from time to time. The Company agrees
     that it will provide Executive with legal representation of Company's
     choosing and at Company's expense for the defense of any civil claim or
     lawsuit brought by a third party alleging that Executive is liable for acts
     or omissions occurring in direct consequence of the discharge of his duties
     under this


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     Agreement. Company also agrees to indemnify Executive and hold him harmless
     for all acts or decisions made by him in good faith while performing
     services for the Company to the full extent permitted by applicable law.
     The Company shall not be obligated to indemnify Executive for any final
     judgments entered as the result of the Executive's willful violation of
     others' rights or safety, for any punitive damage award, or for damages or
     penalties arising from violations of criminal law. Executive shall fully
     cooperate with the Company and attorneys in defending all claims and
     lawsuits brought against the Company or the Executive.

     It is furthermore agreed that effective midnight on December 31, 2004,
Section 9 of the Agreement, entitled "GENERAL PROVISIONS", shall be renumbered
as Section 10, and the following Section 9 shall be inserted:

          9. ATTORNEYS' FEES AND COSTS. In the event that any action or other
     proceeding is instituted to enforce any right or obligation under this
     Agreement, the prevailing party shall be entitled to receive, in addition
     to any other relief granted, the costs of enforcement of this Agreement,
     including reasonable attorneys' fees and court costs.

     It is furthermore agreed that this Amendment may be executed by the parties
hereto in counterparts, each of which shall be deemed an original, but both such
counterparts shall together constitute one and the same document.

     IN WITNESS WHEREOF, the parties have executed this Amendment effective as
of the day and year first written above.

                                   ELAN PHARMACEUTICALS, INC.

                                   By: /s/ Richard T. Collier
                                       --------------------------------
                                       Name: Richard T. Collier
                                       Title:   Vice President and Secretary


                                   ELAN CORPORATION PLC

                                   By: /s/ Liam Daniel
                                       --------------------------------
                                       Name:  Liam Daniel
                                       Title:   Secretary


                                   EXECUTIVE


                                   /s/ G. Kelly Martin
                                   ------------------------------------
                                   G. KELLY MARTIN




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