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

Elan Corporation, plc (NYSE: ELN) ("Elan") announced that it has today
priced its offerings of 35 million Ordinary Shares ("Shares") and $400
million in aggregate principal amount of Guaranteed Convertible Notes
due 2008 (the "Convertible Notes"). The size of the Convertible Note
offering was increased from $250 million to $400 million in aggregate
principal amount of Convertible Notes. The offerings were made outside
the United States to non-U.S. persons in reliance on Regulation S
under the Securities Act of 1933, as amended (the "Securities Act").

The Shares were priced at $4.95 per Share. Payment for and settlement
of the Shares is expected to occur on November 5, 2003. Deposit of
Shares against delivery of American Depositary Shares ("ADSs")
representing Shares will be subject to certain restrictions during the
40-day period following the closing of the Share offering.

The Convertible Notes, which were offered by Elan Capital Corp., Ltd,
("ECC"), a wholly owned subsidiary of Elan, and will be guaranteed by
Elan, were priced at par and will pay a coupon of 6.5% per annum,
payable semi-annually in arrears. The Convertible Notes will initially
be convertible into an aggregate of approximately 54 million Shares
or, at the option of the holders of the Convertible Notes, ADSs. The
conversion price was set at $7.42. The conversion prices will be
subject to adjustment from time to time upon the occurrence of certain
events. Elan has granted the lead manager the right to purchase up to
an additional $60 million in aggregate principal amount of Convertible
Notes to cover over-allotments, if any, in connection with the
Convertible Note offering. Payment for and settlement of the
Convertible Notes is expected to occur on November 11, 2003. The
closing of the Convertible Note offering is conditional upon the sale
of not less than 30 million Shares in the Share offering.

The aggregate gross proceeds of the offerings are expected to be
approximately $573.3 million (before deducting commissions and
concessions and the expenses of the offerings and without giving
effect to any exercise of the lead manager's over-allotment option).
The net proceeds of 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. Excess proceeds
are expected to be used by Elan and its subsidiaries for general
corporate purposes.

The Shares, the Convertible Notes, the guarantee of the Convertible
Notes and the shares to be issued upon conversion of the Convertible
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 Shares or Convertible Notes.

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: the risk that Elan
fails to satisfy conditions to the effectiveness of waivers required
to complete the Convertible Note offering, including the completion of
the sale of at least 30 million Shares in the concurrent ordinary
share offering; the risk that the other customary conditions to the
completion of the offerings are not satisfied, including those set
forth in the purchase agreement among Elan, ECC. and the lead manager;
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.