UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

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~~

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)~~

(Commission File Number)

Eurand N.V.

(Exact Name of Registrant as Specified in Its Charter)

Not Applicable

(Translation of registrant’s name into English)

Olympic Plaza ~~Fred. Roeskestraat 123 1076 EE Amsterdam, The Netherlands (Address of principal executive office)~~

~~Indicate~~Fred. byRoeskestraat ~~check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:~~ 123

~~Form 20-F~~1076 þEE ~~Form~~Amsterdam, ~~40-F~~The o Netherlands

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

Indicate by check mark ifwhether the registrant isfiles ~~submitting~~or ~~the~~will file annual reports under cover Form 620-KF inor ~~paper~~Form as40-F: ~~permitted~~Form ~~by Regulation S~~20-TF ~~Rule 101(b)(7):~~[X] Form o 40-F [ ]

Indicate by check mark ~~whether~~if the registrant byis ~~furnishing~~submitting the ~~information~~Form ~~contained~~6-K in ~~this~~paper ~~Form is~~as ~~also~~permitted ~~thereby~~by ~~furnishing~~Regulation S-T ~~the information to the Commission pursuant to~~ Rule ~~12g3-2~~101(b) ~~under the Securities Exchange Act of 1934~~(1): ~~Yes o No þ~~ [ ]

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): [ ]

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 [ ] No [X]

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

~~Attached~~Submission asof ~~exhibits~~Matters to ~~this~~a ~~report~~Vote ~~on Form 6-K are the following documents: (i) our Proxy Statement and (ii) our Proxy Card, which are included in our Shareholder Mailing for the January 19, 2011 Extraordinary General Meeting~~ of ~~Shareholders~~Security ~~(“EGM”)~~Holders.

~~The~~Eurand N.V. ~~information~~held inan ~~this~~extraordinary ~~report~~general ~~(including~~meeting ~~Exhibits~~of 1shareholders ~~and 2~~(“EGM”) ~~shall~~on ~~not~~January be19, ~~deemed~~2011. ~~“filed”~~There ~~for purposes~~were of33,293,354 ~~Section 18~~ordinary ofshares ~~the~~voted, ~~Securities~~out ~~Exchange Act~~ of ~~1934~~a ~~(the~~total ~~“Exchange~~number ~~Act”) or otherwise subject to the liabilities~~ of ~~that section~~48,028,387 ~~nor~~ordinary ~~shall~~shares itissued beand ~~deemed~~outstanding ~~incorporated~~and byentitled ~~reference~~to invote ~~any filing~~at ~~under~~ the ~~Securities~~EGM. The ~~Act~~results of ~~1933~~the orvotes ~~the~~were ~~Exchange~~as ~~Act.~~ follows:

Financial Statements and Exhibits

		Number of Ordinary Shares
	Proposal	For	Against	Abstain	Broker Non-Vote
1A	To appoint John J. Fraher as executive director ‘A’ and Chief Executive Officer of the Company.	33,222,951	70,403	0	0
1B	To appoint Cecilia Gonzalo as a non-executive director ‘B’ of the Company.	33,222,866	70,338	100	0
2A	To review and approve compensation for John J. Fraher, Executive Director and Chief Executive Officer of the Company.	33,271,507	21,247	600	0
2B	To review and approve compensation for Angelo C. Malahias, Chairman of the Board of the Company.	33,292,439	265	650	0
2C	To review and approve compensation for Cecilia Gonzalo as a Director of the Company.	33,271,522	21,182	650	0
3	To grant a discharge to the resigning directors (Gearoid Faherty and Jonathan Cosgrave) in respect of their management during the financial year 2010.	33,271,622	21,232	500	0
4	To approve the Share Purchase Agreement by and among the Company, Axcan Holdings Inc. and Axcan Pharma Holding B.V.	33,292,554	750	50	0
5	To review and approve the sale of all assets and liabilities of the Company to Axcan Pharma Holding B.V. or one or more of its designees, effective upon the closing of the Axcan offer.	33,292,554	700	100	0
6	To approve the designation of the Members of the Special Committee with respect to the sale of the assets and liabilities of the Company, effective upon the closing of the Axcan offer.	33,292,554	700	100	0
7A	To appoint Richard Tarte, VP, Corporate Development and General Counsel of Axcan, as an executive director ‘A’ of the Company, effective upon the closing of the Axcan offer.	33,267,044,	26,160	150	0
7B	To appoint Richard DeVleeschouwer, Senior Vice President, Human Resources of Axcan, as an executive director ‘A’ of the Company, effective upon the closing of the Axcan offer.	33,266,994	26,160	200	0
7C	To appoint Steve Gannon, Senior Vice President, CFO and Treasurer of Axcan, as an executive director ‘A’ of the Company, effective upon the closing of the Axcan offer.	33,266,994	26,160	200	0
8	To approve the dissolution of the Company, effective upon the closing of the Axcan offer.	33,292,102	1,152	100	0
9	To approve the appointment of Axcan Pharma Holding B.V. keeper of the books and records of the Company upon termination of the liquidation, effective upon the completion of the Subsequent Offering Period.	33,292,152	1,102	100	0
10	To approve any other resolution tabled in connection with the above.	26,594,374	6,698,780	200	0

Exhibit #		Description
	1	Eurand N.V. Proxy Statement for the January 19, 2011 EGM
	2	Eurand N.V. Proxy Card for the January 19, 2011 EGM

The information in this report 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.

~~EXHIBIT~~* ~~INDEX~~ * * * * *

	1			Eurand N.V. Proxy Statement for the January 19, 2011 EGM
	2			Eurand N.V. Proxy Card for the January 19, 2011 EGM

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: January 3, 2011

Date: January 19, 2011	EURAND N.V.

	By:	/s/ Manya S. Deehr
		Manya S. Deehr
		Chief Legal Officer & Secretary

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

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