UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2011

001-33444

(Commission File Number)

Eurand N.V.

(Translation of registrant’s name into English)

Olympic Plaza

Fred. Roeskestraat 123

1076 EE Amsterdam, The Netherlands

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:

Form 20-F þ Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: Yes o No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

On January 31, 2011, Eurand N.V. and Axcan Holdings, Inc. announced an extension to the Axcan tender offer. A copy of the press release is attached hereto as Exhibit 1.

The information in this 6-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Financial Statements and Exhibits

Exhibit #	Description
1	Press Release issued on January 31, 2011 announcing extension of Tender Offer

EXHIBIT INDEX

1	Press Release issued on January 31, 2011 announcing extension of Tender Offer

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, thereunto duly authorized.

Date: February 3, 2011


	EURAND N.V. (Registrant)
	By:	/s/ Manya S. Deehr
		Manya S. Deehr
		Chief Legal Officer and Secretary

EURAND N.V. 6-K