Elan Corporation PLC

Elan Corporation, plc (NYSE: ELN) ("Elan") announced that the lead
manager has exercised its option to purchase an additional $60 million in
aggregate principal amount of Guaranteed Convertible Notes due 2008 (the
"Convertible Notes") to cover over-allotments in connection with the Convertible
Note offering announced on October 29, 2003, increasing the size of the issue to
$460 million in aggregate principal amount of Convertible Notes. Payment for and
settlement of the Convertible Notes is expected to occur on November 11, 2003.

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 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,
Elan Capital Corp., Ltd.. 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.