NEUREX CORP/DE
8-K, 1998-07-22
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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                      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 (Date of earliest event reported): July 21, 1998


                               NEUREX CORPORATION
             (Exact name of registrant as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                     0-19874
                            (Commission File Number)

                                   77-0128552
                                  (IRS Employer
                               Identification No.)

              3760 Haven Avenue, Menlo Park, California 94025-1012
                    (Address of principal executive offices)

                                 (650) 853-1500
              (Registrant's telephone number, including area code)





<PAGE>


Item 5.  Other Events.

         On July 21,  1998,  the  Registrant  announced  that a purported  class
action had been filed against the Registrant, its Board of Directors and certain
officers alleging,  among other things,  that the consideration the Registrant's
shareholders  will receive upon the  consummation  of the pending merger between
the Registrant and Elan Corporation announced April 29, 1998 is inadequate.  The
Registrant  believes  this suit to be without  merit and plans to defend  itself
vigorously.  The text of the press  release is attached as Exhibit  99.1 to this
Report and is incorporated herein by reference.

Item 7.  Financial Statements and Exhibits.

         (a)      Financial statements of business acquired.

                  Not applicable.

         (b)      Pro forma financial information.

                  Not applicable.

         (c)      Exhibits.

                  99.1     Registrant's press release dated July 21, 1998.


                                   SIGNATURES

         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.

Dated:  July 22, 1998.                       NEUREX CORPORATION


                                             By  /s/ JOHN VARIAN
                                                 John Varian
                                                 Vice-President of Finance &
                                                 Chief Financial Officer



<PAGE>


                                INDEX TO EXHIBITS


Exhibit No.

99.1                       Registrant's press release dated July 21, 1998.





                                  EXHIBIT 99.1


For further information contact:
Company Contact:
John Varian
Chief Financial Officer
650-853-1500

FOR IMMEDIATE RELEASE

     Neurex Believes Recently Filed Lawsuit to be Without Merit

MENLO PARK, Calif., July 21, 1998 - Neurex Corporation (NASDAQ:  NXCO) announced
today that a purported  class  action has been filed  against the  Company,  its
Board of Directors and certain officers alleging,  among other things,  that the
consideration  Neurex  shareholders  will receive upon the  consummation  of the
pending merger between Neurex and Elan  Corporation  announced April 29, 1998 is
inadequate.  Neurex  believes  this suit to be without merit and plans to defend
itself vigorously.


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