Elan Finance Corporation Ltd.
Elan Corporation, plc
June 30, 2003
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street
Washington, DC 20549
RE: REGISTRATION STATEMENT ON FORM S-3 (FILE NO. 333-10726)
Ladies and Gentlemen:
Pursuant to Rule 477(a) promulgated under the Securities Act of 1933, Elan
Finance Corporation Ltd. and Elan Corporation, plc (the "Issuers") hereby apply
for withdrawal of the Issuers' Registration Statement on Form S-3 (File No.
333-10726), which was originally filed on August 27, 1999 (the "Registration
Statement"). The Issuers request that the Securities and Exchange Commission
approve an order granting the withdrawal as of the date hereof or at the
earliest practical date hereafter. The Registration Statement was filed in order
to register Elan Finance Corporation Ltd. Liquid Yield Option Notes Due 2018,
guaranteed on a subordinated basis by Elan Corporation, plc (the "LYONS"), and
ordinary shares, represented by American Depositary Shares and evidenced by
American Depositary Receipts, of Elan Corporation, plc issuable upon exchange or
redemption of the LYONS.
The Issuers are requesting the withdrawal of the Registration Statement
because, pursuant to the terms of the Registration Rights Agreement entered into
as of December 14, 1998 among the Issuers and Merrill Lynch & Co. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, the Issuers' obligation to maintain
the effectiveness of the Registration Statement has expired.
The Issuers further request that an order with the date of granting of the
request for withdrawal be included in the file for the Registration Statement in
the following manner: "Withdrawn upon request of Registrant, the Commission
consenting thereto" and that the Commission forward a copy of the order to each
of the undersigned via facsimile at the numbers set forth below.
If you have any questions or require further information, please do no
hesitate to contact Christopher T. Cox, Esq. of Cahill Gordon & Reindel LLP at
(212)701-3450.
Sincerely,
ELAN FINANCE CORPORATION LTD.
By: /s/ Kevin Insley
-------------------------------------
Name: Kevin Insley
Title: President
Facsimile: + 1 441 292 2224
ELAN CORPORATION, PLC
By: /s/ Shane Cooke
--------------------------------------
Name: Shane Cooke
Title: Executive Vice President and
Chief Financial Officer
Facsimile: 011 353 1 662 4949