FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * FRATES JAMES M   2. Issuer Name and Ticker or Trading Symbol ALKERMES INC [ALKS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, CFO & Treasurer (Last) (First) (Middle) 852 WINTER ST. 3. Date of Earliest Transaction (Month/Day/Year) 09/16/2011 (Street) WALTHAM, MA 02451 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/16/2011   D   74,606 D (1) 0 D   Common Stock 09/16/2011   D   4,000 D (1) 0 I By Sons

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Option (Right to Buy)	$ 19.4	09/16/2011		D			5,155	(2)	10/02/2011	Common Stock	5,155	(3)	0	D
Non Qualified Stock Option (Right to Buy)	$ 19.4	09/16/2011		D			54,845	(2)	10/02/2011	Common Stock	54,845	(3)	0	D
Incentive Stock Option (Right to Buy)	$ 4.77	09/16/2011		D			7,504	(2)	07/18/2012	Common Stock	7,504	(3)	0	D
Non Qualified Stock Option (Right to Buy)	$ 4.77	09/16/2011		D			22,296	(2)	07/18/2012	Common Stock	22,296	(3)	0	D
Non Qualified Stock Option (Right to Buy)	$ 7.36	09/16/2011		D			61,274	(2)	12/12/2012	Common Stock	61,274	(3)	0	D
Incentive Stock Option (Right to Buy)	$ 7.36	09/16/2011		D			8,726	(2)	12/12/2012	Common Stock	8,726	(3)	0	D
Incentive Stock Option (Right to Buy)	$ 9.97	09/16/2011		D			8,750	(2)	04/25/2013	Common Stock	8,750	(3)	0	D
Non Qualified Stock Option (Right to Buy)	$ 9.97	09/16/2011		D			26,250	(2)	04/25/2013	Common Stock	26,250	(3)	0	D
Non Qualified Stock Option (Right to Buy)	$ 14.57	09/16/2011		D			30,625	(2)	10/17/2013	Common Stock	30,625	(3)	0	D
Incentive Stock Option (Right to Buy)	$ 14.57	09/16/2011		D			875	(2)	10/17/2013	Common Stock	875	(3)	0	D
Incentive Stock Option (Right to Buy)	$ 12.16	09/16/2011		D			1	(2)	12/10/2013	Common Stock	1	(3)	0	D
Non Qualified Stock Option (Right to Buy)	$ 12.16	09/16/2011		D			83,499	(2)	12/10/2013	Common Stock	83,499	(3)	0	D
Non Qualified Stock Option (Right to Buy)	$ 12.3	09/16/2011		D			36,870	(2)	07/12/2014	Common Stock	36,870	(3)	0	D
Incentive Stock Option (Right to Buy)	$ 12.3	09/16/2011		D			8,130	(2)	07/12/2014	Common Stock	8,130	(3)	0	D
Non Qualified Stock Option (Right to Buy)	$ 14.9	09/16/2011		D			105,000	(2)	12/17/2014	Common Stock	105,000	(3)	0	D
Non Qualified Stock Option (Right to Buy)	$ 18.6	09/16/2011		D			50,874	(2)	12/09/2015	Common Stock	50,874	(3)	0	D
Incentive Stock Option (Right to Buy)	$ 18.6	09/16/2011		D			5,376	(2)	12/09/2015	Common Stock	5,376	(3)	0	D
Incentive Stock Option (Right to Buy)	$ 20.79	09/16/2011		D			4,810	(2)	05/02/2016	Common Stock	4,810	(3)	0	D
Non Qualified Stock Option (Right to Buy)	$ 20.79	09/16/2011		D			23,315	(2)	05/02/2016	Common Stock	23,315	(3)	0	D
Non Qualified Stock Option (Right to Buy)	$ 14.38	09/16/2011		D			40,000	(2)	12/12/2016	Common Stock	40,000	(3)	0	D
Non Qualified Stock Option (Right to Buy)	$ 15.95	09/16/2011		D			23,731	(2)	06/01/2017	Common Stock	23,731	(3)	0	D
Incentive Stock Option (Right to Buy)	$ 15.95	09/16/2011		D			6,269	(2)	06/01/2017	Common Stock	6,269	(3)	0	D
Employee Stock Option (Right to Buy)	$ 14.13	09/16/2011		D			15,000	(4)	11/05/2017	Common Stock	15,000	(3)	0	D
Employee Stock Option (Right to Buy)	$ 12.29	09/16/2011		D			50,000	(5)	05/27/2018	Common Stock	50,000	(3)	0	D
Employee Stock Option (Right to Buy)	$ 8.55	09/16/2011		D			65,000	(6)	05/26/2019	Common Stock	65,000	(3)	0	D
Restricted Stock Award	$ 0	09/16/2011		D			4,250	(6)	(6)	Common Stock	4,250	(7)	0	D
Employee Stock Option (Right to Buy)	$ 9.21	09/16/2011		D			50,000	(8)	11/18/2019	Common Stock	50,000	(3)	0	D
Restricted Stock Award	$ 0	09/16/2011		D			18,750	(8)	(8)	Common Stock	18,750	(7)	0	D
Employee Stock Option (Right to Buy)	$ 11.74	09/16/2011		D			120,500	(9)	05/17/2020	Common Stock	120,500	(3)	0	D
Restricted Stock Unit Award	$ 0	09/16/2011		D			13,050	(9)	(9)	Common Stock	13,050	(7)	0	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FRATES JAMES M 852 WINTER ST. WALTHAM, MA 02451			SVP, CFO & Treasurer

Signatures

/s/ Jennifer Baptiste, attorney-in-fact for James M. Frates		09/19/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Disposition made in connection with the conversion of shares pursuant to the merger of Alkermes, Inc. and the global drug delivery technologies business of Elan (the "Merger") into an equal number of ordinary shares of Alkermes plc having a market value, based on the closing price on the effective date of the Merger, of $16.57 per share.
(2)	These options are fully vested in accordance with their terms.
(3)	Options assumed/converted in the Merger into the right to buy the same number of ordinary shares of Alkermes plc on substantially the same terms.
(4)	75% vested as of 9/16/11, remainder vests on 11/5/11.
(5)	75% vested as of 9/16/11, remainder vests on 5/27/12.
(6)	50% vested as of 9/16/11, remainder vests in 2 equal annual installments beginning on 5/26/12.
(7)	Restricted stock unit awards assumed/converted in the Merger into the right to acquire the same number of ordinary shares of Alkermes plc on substantially the same terms.
(8)	25% vested as of 9/16/11, remainder vests in 3 equal annual installments beginning on 11/18/11.
(9)	25% vested as of 9/16/11, remainder vests in 3 equal annual installments beginning on 5/17/12.
Remarks: Form 1 of 2

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