Elan Corporation PLC
Investors:                             
Emer Reynolds, 353-1-709-4000 / 800-252-3526             
or
Media:             
Anita Kawatra, 212-407-5755/ 800-252-3526

                Proceeds to Be Used to Repurchase LYONs

Elan Corporation, plc (NYSE: ELN) ("Elan") announced today that it
intends to offer 35 million of its Ordinary Shares and that its wholly
owned subsidiary, Elan Capital Corp., Ltd., intends to offer $250
million in aggregate principal amount of guaranteed convertible notes
(the "Notes"). The offerings, which are subject to market and other
conditions, are being made outside the United States to non-U.S.
persons in reliance on Regulation S under the Securities Act of 1933
(the "Act").

Payment for and settlement of the Ordinary Shares to be offered is
expected to occur on or around November 5, 2003. Deposit of Ordinary
Shares against delivery of American Depositary Shares ("ADSs")
representing such Ordinary Shares will be subject to certain
restrictions during the period of 40 days following the closing of the
Ordinary Share offering. The closing of the Ordinary Share offering is
not conditional upon the closing of the Note offering.

The Notes, which are expected to have a term of five years, will be
fully and unconditionally guaranteed by Elan and will be convertible
into Elan Ordinary Shares or, at the option of the holder, ADSs, at
conversion ratios to be determined, commencing on the 120th day
following the closing of the offering. Payment for and settlement of
the Notes is expected to occur on or around November 11, 2003. The
closing of the Note offering is conditional upon the sale of at least
30 million Ordinary Shares in the Ordinary Share offering.

The net proceeds from the offerings will be used by Elan's subsidiary,
Elan Finance Corporation, Ltd., to repurchase outstanding Liquid Yield
Option Notes due 2018 ("LYONs"), including LYONs tendered for purchase
at the option of the holders thereof as of December 14, 2003 pursuant
to the indenture under which the LYONs were issued. Any excess
proceeds are expected to be used by Elan and its subsidiaries for
general corporate purposes.

The Ordinary Shares, the Notes, the guarantee of the Notes and the
shares to be issued upon conversion of the Notes have not been and
will not be registered under the Securities Act and, unless so
registered, may not be offered, sold or distributed within the United
States or to U.S. persons (as defined in Regulation S under the
Securities Act) except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act.

This release does not constitute an offer to sell or the solicitation
of an offer to buy any Notes or Ordinary Shares.

In the United Kingdom, this announcement, in so far as it constitutes
an invitation or inducement to participate in the offering, is
directed exclusively at persons who fall within article 19 or 49 of
the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2001 (all such persons together being referred to as "relevant
persons"). This announcement, in so far as it constitutes an
invitation or inducement to participate in the offering, must not be
acted on or relied on by persons who are not relevant persons. The
securities referred to in this announcement will be issued only to
relevant persons. Stabilisation/FSA.

About Elan

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

This document contains forward-looking statements about Elan's
intentions with respect to the contemplated offerings and the other
transactions described above. You can identify these statements by the
fact that they use words such as "expect", "anticipate", "estimate",
"project", "intend", "plan", "believe" and other words and terms of
similar meaning in connection with any discussion of future events.
Among the factors that could cause actual results to differ materially
from those described herein are the following: prevailing capital
market conditions and the impact that those conditions may have on the
completion of the convertible guaranteed note and ordinary share
offerings on satisfactory terms, or at all; the risk that Elan fails
to satisfy conditions to the effectiveness of waivers required to
complete the convertible guaranteed note offering, including the sale
of at least 30 million ordinary shares in the concurrent ordinary
share offering; the outcome of Elan's recovery plan and its ability to
maintain flexibility and maintain sufficient cash, liquid resources,
and investments and other assets capable of being monetized to meet
its liquidity requirements; the outcome of the ongoing SEC
investigation and shareholder litigation; the success of research and
development activities and the speed with which regulatory
authorizations and product launches may be achieved; competitive
developments affecting Elan's current products; the ability to
successfully market both new and existing products; difficulties or
delays in manufacturing; the ability to meet generic and branded
competition after the expiration of Elan's patents; trend towards
managed care and health care cost containment; possible legislation
affecting pharmaceutical pricing; exposure to product liability and
other types of lawsuits; Elan's ability to protect its intellectual
property; interest rate and foreign currency exchange rate
fluctuations; governmental laws and regulations affecting domestic and
foreign operations, including tax obligations; general changes in US
and Irish generally accepted accounting principles; growth in costs
and expenses; changes in product mix; and the impact of acquisitions,
divestitures, restructurings, product withdrawals and other unusual
items. A further list and description 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, 2002, 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.