SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: July 1, 1996
ATHENA NEUROSCIENCES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-19560 33-0204761
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(State or other juris- Commission (I.R.S. Employer
diction of incorporation) File Number) Identification No.)
800 Gateway Boulevard, South San Francisco, California 94080
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(Address of principal executive offices (Zip Code)
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Registrant's telephone number, including area code: (415) 877-0900
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Item 1. Changes in Control of Registrant.
On June 27, 1996, at a special meeting of stockhold-
ers, the stockholders of Athena Neurosciences, Inc. (the "Com-
pany") approved and adopted the Agreement and Plan of Merger
dated March 18, 1996, as amended (the "Merger Agreement"),
among Elan Corporation, plc ("Elan"), Elan Acquisition Corp.
("Sub") and the Company, which provided for, among other
things, the merger of Sub with and into the Company (the
"Merger"). The Merger became effective on July 1, 1996, as a
result of which (i) each issued and outstanding share of Common
Stock of the Company (other than shares owned by Elan or any
subsidiary of Elan) was converted into the right to receive
.2956 American Depositary Shares of Elan and (ii) the Company
became an wholly-owned subsidiary of Elan. Elan's principal
executive offices are at Monksland, Athlone, County Westmeath,
Republic of Ireland, (011) 353-902-94666.
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SIGNATURE
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Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto
duly authorized.
ATHENA NEUROSCIENCES, INC.
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(Registrant)
By: /s/ Lisabeth F. Murphy
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Name: Lisabeth F. Murphy
Title: Vice President,
Secretary and
General Counsel
Date: July 1, 1996
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