SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ELAN CORP PLC (Last) (First) (Middle) LINCOLN HOUSE LINCOLN PLACE (Street) DUBLIN 2 L2 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol DOR BIOPHARMA INC [ DOR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/21/2002
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/21/2002		C		1,245,187	A	$8.86	1,552,879	I(1)	I(1)
Common Stock	12/12/2002		J(2)		500,000	A	$0(2)	2,052,879	I(3)	I(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Convertible Preferred Stock	$8.86	10/21/2002		C			110,323(4)	10/21/1998	10/21/2002	Common Stock	1,245,187	(1)	0	I(1)	I(1)
Series B Convertible Preferred Stock	$5.1078	02/04/2004(5)		J(5)		126,567(5)		01/22/1998	(6)	Common Stock	2,497,466(7)	(5)	126,567	I(1)	I(1)

1. Name and Address of Reporting Person* ELAN CORP PLC (Last) (First) (Middle) LINCOLN HOUSE LINCOLN PLACE (Street) DUBLIN 2 L2 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ELAN INTERNATIONAL SERVICES LTD (Last) (First) (Middle) 102 JAMES COURT FLATTS SMITH PARISH FL 04 (Street) BERMUDA D0 00000 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ELAN PHARMACEUTICAL INVESTMENTS LTD (Last) (First) (Middle) 102 ST. JAMES COURT FLATTS, SMITHS FL 04 (Street) D0 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These securities are or were beneficially owned indirectly by Elan Corporation, plc ("Elan") and by its direct wholly-owned subsidiary, Elan International Services, Ltd. ("EIS"), and directly by Elan Pharmaceutical Investments, Ltd., a wholly-owned subsidiary of Elan and EIS.

2. These shares were issued in exchange for Common Stock of a joint venture company in connection with the termination of the joint venture by the Issuer and EIS.

3. These securities are beneficially owned indirectly by Elan and directly by EIS.

4. Includes 26,218 shares representing pay-in-kind dividends that were accrued but unpaid at time of conversion.

5. Number of derivative securities includes 80,100 shares previously reported on a Form 3 and 46,467 shares representing, as of December 31, 2003, accrued but unpaid pay-in-kind dividends on the Issuer's Series B Convertible Preferred Stock. The Reporting Persons were informated by the Issuer on February 4, 2004 that, as a result of anti-dilution adjustments applicable to the Series B Preferred Stock, the conversion price has been adjusted to equal $5.1078. Such price is subject to further custo mary anti-dilution adjustments. The Series B Convertible Preferred stock accrues cumulative pay-in-kind dividends at an annual rate of 8.0%, payable annually on December 31.

6. The Series B Convertible Preferred Stock is automatically convertible upon the earlier of (i) any time after January 22, 2003, if the Common Stock is traded on the Nasdaq National Market System or the Nasdaq Small Cap Market at a price higher thant $9.75 for at least 20 out of 30 consecutive trading days and (ii) the public offering by the Issuer of the Common stock at a price of at least $5.1078 (subject to adjustment) and with aggregate gross proceeds of at least $10 million.

7. Includes shares issuable upon conversion of accrued but unpaid dividends as of February 5, 2004.

Remarks:

Exhibit List - Exhibit 99 - Joint Filer Information

	/s/ Shane Cooke, CFO, ELAN CORPORATION, PLC	02/06/2004
	** Signature of Reporting Person	Date
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