REPORT OF INDEPENDENT CHARTERED ACCOUNTANTS


To the Directors and Shareholders of Elan Corporation, plc

     We have audited the accompanying consolidated balance sheets of Elan
Corporation, plc (the "Company") as of 31 December 2002 and 2001 and the related
consolidated profit and loss accounts, statements of cash flows, statements of
changes in shareholders' funds and statements of total recognised gains and
losses for each of the years in the three year period ended 31 December 2002 all
prepared in accordance with Irish generally accepted accounting principles.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the consolidated
financial statements based on our audits. We did not audit the financial
statements of Dura Pharmaceuticals, Inc. ("Dura"), a wholly owned subsidiary of
the Company, for the year ended 31 December 2000. Those financial statements,
which were prepared in accordance with United States generally accepted
accounting principles ("US GAAP"), were audited by other auditors whose report
has been furnished to us. The US GAAP information presented in footnote 33 to
the consolidated financial statements for the year ended 31 December 2000
includes total revenues of $342,701,000 and net loss of $86,885,000 with respect
to Dura and our opinion, insofar as it relates to such amounts, is based solely
on the report of such other auditors.

         We conducted our audits in accordance with generally accepted auditing
standards in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits and the report of the other
auditors provide a reasonable basis for our opinion.

     In our opinion, based on our audits and the report of the other auditors,
the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of the Company and subsidiaries as of
31 December 2002 and 2001, and the results of their operations and their cash
flows for each of the years in the three year period ended 31 December 2002 in
conformity with generally accepted accounting principles in Ireland.

     Generally accepted accounting principles in Ireland vary in certain
significant respects from accounting principles generally accepted in the United
States. Application of generally accepted accounting principles in the United
States would have affected results of operations for each of the years in the
three year period ended 31 December 2002 and shareholders' equity as of 31
December 2002 and 2001 to the extent summarised in footnote 33 of the
consolidated financial statements. As described in footnote 33, this
information, as it relates to 2001, has been restated to reflect the
consolidation of EPIL III.

                                                            /s/ KPMG

KPMG
Chartered Accountants
Dublin, Ireland
3 September, 2003