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 September, 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




                                      -2-


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      Press release dated September 27, 2005 titled:
              Elan announces commencement of exchange offer for US$1.15 billion
              aggregate principal amount of notes.









                                   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: September 27, 2005

EX-99.1

                                                                    Exhibit 99.1


                              FOR IMMEDIATE RELEASE



Investor Relations:                                       Media Relations:
Emer Reynolds                                             Davia B. Temin
Ph: 353 1 709 4000                                        Ph: 212 407 5740
Chris Burns                                               Elizabeth Headon
Ph: 800 252 3526                                          Ph: 353-1-498-0300


            ELAN ANNOUNCES COMMENCEMENT OF EXCHANGE OFFER FOR US$1.15
                  BILLION AGGREGATE PRINCIPAL AMOUNT OF NOTES


Dublin, Ireland, September 27, 2005 - Elan Corporation, plc ("Elan") today
announced that its wholly-owned subsidiaries, Elan Finance public limited
company and Elan Finance Corp. (the "Issuers") have commenced an offer to
exchange (the "Exchange Offer") up to US$850 million aggregate principal amount
of the Issuers' 7-3/4% Senior Fixed Rate Notes due 2011, registered under the
United States Securities Act of 1933, as amended, for their outstanding 7-3/4 %
Senior Fixed Rate Notes due 2011, and up to US$300 million aggregate principal
amount of the Issuers' Senior Floating Rate Notes due 2011, registered under the
Securities Act, for their outstanding Senior Floating Rate Notes due 2011
(collectively, the "Notes"). The exchange Notes will be guaranteed by Elan and
certain of Elan's subsidiaries.

The outstanding Notes were issued in a private placement in November 2004, at
which time the Issuers agreed to file a registration statement for the Exchange
Offer.

The Exchange Offer is not conditioned upon any minimum principal amount of
outstanding Notes being tendered for exchange. The Exchange Offer will expire at
5:00 p.m., New York City time, on October 27, 2005, unless extended. Tenders of
outstanding Notes may be withdrawn at any time prior to the expiration of the
Exchange Offer. The terms of the exchange Notes (and related guarantees) are
substantially identical to the outstanding Notes (and related guarantees),
except for certain transfer restrictions and registration rights relating to the
outstanding Notes. Any outstanding Notes not tendered will remain subject to
existing transfer restrictions.




Elan Announces Commencement of Exchange Offer for US$1.15 Billion Aggregate
Principal Amount of Notes

The Bank of New York is serving as the Exchange Agent in connection with the
Exchange Offer. Requests for information, the prospectus and other documents
relating to the Exchange Offer should be directed to the Exchange Agent at The
Bank of New York, Corporate Trust Operations, Reorganization Unit, 101 Barclay
Street, 7 East, New York, New York 10286; Tel. (212) 815-5788; Attention:
William Buckley.

This press release does not constitute an offer to sell or the solicitation of
an offer to buy any Notes or any other security and shall not constitute an
offer, solicitation or sale in any jurisdiction in which, or to any persons to
whom, such offering, solicitation or sale would be unlawful.

About Elan

Elan Corporation, plc is a neuroscience-based biotechnology company committed to
making a difference in the lives of patients and their families by dedicating
itself to bringing innovations in science to fill significant unmet medical
needs that continue to exist around the world. Elan shares trade on the New
York, London and Dublin Stock Exchanges. For additional information about the
company, please visit http://www.elan.com.

Forward-Looking Statements

This document contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended, regarding, among other
things, the completion of the Exchange Offer. You can identify these statements
by the fact that they use words such as "anticipate", "estimate", "project",
"intend", "plan", "believe" and other words and terms of similar meaning in
connection with any discussion of future operating or financial performance or
events. Factors that could effect whether the Exchange Offer is completed
include, among other things, the risk that the conditions to the Exchange Offer
are not satisfied. A further list and description 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, 2004, as amended by Amendment No. 1 on Form 20-F/A, 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.