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

Elan Corporation, plc (NYSE:ELN) today announced that holders of
Liquid Yield Option(TM) Notes due 2018 (Zero Coupon--Subordinated)
(the "LYONs") issued by its wholly owned subsidiary, Elan Finance
Corporation Ltd., have the right to surrender their LYONs(TM) for
purchase during the period that begins today and ends on Monday,
December 15, 2003. Pursuant to the indenture under which the LYONs
were issued in December 1998, each holder of LYONs has the right to
require Elan to purchase, until 5:00 p.m., New York time, on Monday,
December 15, 2003, such holder's LYONs at a price equal to $616.57 per
$1,000 principal amount at maturity of the LYONs.

Under the terms of the LYONs, Elan had the option to pay for the LYONs
in cash, in American Depositary Shares ("ADSs"), representing Ordinary
Shares, of Elan, or in any combination of cash and ADSs. Elan has
elected to pay for the LYONs in cash. The aggregate principal amount
due at maturity for all outstanding LYONs is approximately $801.2
million. If all outstanding LYONs were surrendered for purchase, the
aggregate cash purchase price would be approximately $494 million.
Elan intends to use a portion of the net proceeds from its recently
completed offerings of Ordinary Shares and 6.5% Guaranteed Convertible
Notes due 2008 to repurchase the LYONs.

In order to surrender LYONs for purchase, holders must deliver a
purchase notice to The Bank of New York, the trustee and paying agent
for the LYONs, on or before 5:00 p.m., New York time, on Monday,
December 15, 2003. Holders may withdraw any LYONs previously
surrendered for purchase at any time prior to 5:00 p.m., New York
time, on Monday, December 15, 2003.

Elan filed a Tender Offer Statement on Form TO with the Securities and
Exchange Commission today. Elan will make available to LYONs holders,
through The Depository Trust Company, documents specifying the terms,
conditions and procedures for surrendering for purchase and
withdrawing LYONs. LYONs holders are encouraged to read these
documents carefully before making any decision with respect to the
surrender of LYONs, because these documents contain important
information regarding the details of Elan's obligation to purchase
LYONs.

The LYONs are exchangeable into 13.75 Elan ADSs per $1,000 principal
amount at maturity of LYONs, subject to certain conditions set forth
in the indenture and in the LYONs, and subject to adjustment under
certain circumstances.

This press release does not constitute an offer to purchase LYONs. The
offer to purchase is made solely by Elan's notice dated November 14,
2003.

About Elan

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

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

This document contains forward-looking statements about Elan's
financial condition, results of operations and business prospects that
involve substantial risks and uncertainties. You can identify these
statements by the fact that they use words such as "anticipate,"
"estimate," "project," "envisage," "intend," "plan," "believe" and
other words and terms of similar meaning in connection with any
discussion of future operating or financial performance or events.
Among the factors that could cause actual results to differ materially
from those described herein are the following: 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 monetised to meet its liquidity requirements; the
outcome of the ongoing SEC investigation and the shareholder and other
pending litigation; the success of research and development activities
and the speed with which regulatory authorisations 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; the 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 U.S. 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.