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 May, 2003

                        Commission File Number 001-13896



                              Elan Corporation, plc
- --------------------------------------------------------------------------------
                 (Translation of registrant's name into English)


                 Lincoln House, Lincoln Place, 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/


                                      -2-


     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 / /                          No /X/

     If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):








                                  EXHIBIT LIST


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

         99.1           Press Release dated May 22, 2003.












                                   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
                                        Company Secretary

Date: May 22, 2003

EX-99.1

                                                                    EXHIBIT 99.1

                              FOR IMMEDIATE RELEASE


Contacts:
Investors:  (U.S.)            Investors:  (Europe)             Media:
Jack Howarth                  Emer Reynolds                    Sunny Uberoi
Ph:  212-407-5740             Ph:      353-1-709-4000          Ph:  212-994-8206
     800-252-3526                      00800 28352600               800-252-3526



                ELAN SETS DATE FOR SPECIAL SHAREHOLDERS MEETING,
                                  JUNE 12, 2003
         Announces Publication of Letter to Shareholders Relating To The
              Amended Terms Of The Sale Of Primary Care Franchise

DUBLIN, Ireland, May 22, 2003 - Elan Corporation, plc (NYSE: ELN) ("Elan") today
set the date for its special shareholders meeting (an "Extraordinary General
Meeting") in connection with the proposed divestment, on the amended terms
announced by Elan on May 20, 2003, of its primary care franchise (principally
certain commercial rights to Sonata(TM) (zaleplon) and Skelaxin(TM) (metaxalone)
and certain associated assets) to King Pharmaceuticals, Inc. (NYSE: KG). The
Extraordinary General Meeting ("EGM") will be held at 10.30 a.m. on June 12,
2003 at The Davenport Hotel, Merrion Square, Dublin 2, Ireland. Additionally,
Elan announces the publication of a letter to shareholders (the "Letter")
seeking shareholder approval for the divestment on the amended terms at the EGM.

In compliance with their respective Listing Rules, a copy of the Letter has been
submitted to the Irish Stock
Exchange and the UK Listing Authority, and will be available for inspection at
the following locations:

1.       Company Announcements Office
         Irish Stock Exchange
         28 Anglesea Street
         Dublin 2
         Ireland
         Tel: + 353 1 6174200


Elan Sets Date for Special Shareholders Meeting, June 12, 2003



2.       Financial Services Authority
         25 The North Colonnade
         Canary Wharf
         London E14 5HS
         United Kingdom
         Tel: + 44 20 7676 1000.

The Letter, Notice of the EGM and the circular issued to shareholders dated
February 24, 2003, relating to the sale on the original terms, are available on
Elan's website at www.elan.com.

Elan is focused on the discovery, development, manufacturing, selling and
marketing of novel therapeutic products in neurology, pain management and
autoimmune diseases. Elan shares trade on the New York, London and Dublin Stock
Exchanges.


This news release may contain certain forward-looking statements by Elan that
involve risks and uncertainties and reflect the company's judgement as of the
date of this release. Actual events or results may differ from the company's
expectations. Among the factors that could cause actual results to differ
materially from those described herein are the following: the risk that Elan's
shareholders will fail to approve the pending sale of its primary care
franchise, that the further conditions necessary to consummate the sale will not
be satisfied on a timely basis, or at all, or that the parties to the
transaction will terminate the transaction prior to closing. A further list of
these risks, uncertainties and other matters can be found in Elan's Annual
Report on Form 20-F for the fiscal year ended December 31, 2001, 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.