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, 2006

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 40F o   

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 o   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 o    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 o    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 December 14, 2006 titled: Elan announces conversion and redemption of 6.50% Convertible Guaranteed Notes due 2008 and redemption of 7.25% Guaranteed Senior Notes due 2008.

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:  December 14, 2006

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

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

ELAN ANNOUNCES CONVERSION AND REDEMPTION OF 6.50%
CONVERTIBLE GUARANTEED NOTES DUE 2008 AND REDEMPTION OF 7.25%
GUARANTEED SENIOR NOTES DUE 2008

Dublin, Ireland, December 14, 2006 - Elan Corporation, plc (“Elan”) announced, that following the issuance of a notice of redemption for the outstanding 6.5% Convertible Guaranteed Notes due 2008 (the “Convertible Notes”) issued by Elan Capital Corp. Ltd, a wholly owned subsidiary (“Elan Capital Corp.”), and guaranteed by Elan, holders of approximately US$253.6 million of Convertible Notes elected to convert their Convertible Notes, on or before the close of business on December 13, 2006, into American Depository Shares (“ADSs”) or ordinary shares of Elan at a conversion rate of 134.7709 ADSs or 134.7709 ordinary shares per US$1,000 principal amount of Convertible Notes. The conversion price of the Convertible Notes is approximately US$7.42 per ADS/ordinary share. As a result of the conversion of such Convertible Notes, approximately 34.2 million ADS/ordinary shares were issued to holders electing to convert their Convertible Notes. The remaining US$0.4 million of outstanding Convertible Notes will be redeemed at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest to, but excluding, the redemption date of December 22, 2006. Elan Capital Corp. will redeem such unconverted Convertible Notes solely with cash from Elan’s consummated senior notes offering. As of today, Elan has approximately 466.6 million ADS/ordinary shares outstanding, which includes the ADS/ordinary shares issued to holders electing to convert their Convertible Notes.

In addition, Elan announced that Athena Neurosciences Finance, LLC, its wholly owned subsidiary (“Athena”), delivered a notice of redemption to the holders of Athena’s outstanding US$613 million aggregate principal amount of 7.25% Guaranteed Senior Notes due 2008 (the “Athena Notes”). The Athena Notes are guaranteed by Elan. As stated in the notice of redemption and in accordance with the indenture under which the Athena Notes were issued, Athena is exercising its right to redeem all of its Athena Notes on January 12, 2006 at a redemption price equal to accrued and unpaid interest to, but excluding, the redemption date plus the sum of the present values of the future interest and principal payments on the Athena Notes, based upon prevailing U.S. treasury rates plus 25 basis points, as determined three business days prior to the redemption date in accordance with the terms of the indenture. Athena will redeem such Athena Notes with cash from Elan’s consummated senior notes offering and cash on hand. After completion of the redemption of the remaining outstanding Convertible Notes and the outstanding Athena Notes, the next scheduled maturity date for outstanding long-term indebtedness of Elan will occur in 2011.

About Elan

Elan Corporation, plc (NYSE: ELN) 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.