FORM 6-K


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


Report of Foreign Private Issuer
Pursuant to Rule 13a-16 under
the Securities Exchange Act of 1934


For the month ended June, 2011


ICON plc
(Registrant's name)


0-29714
(Commission file number)


South County Business Park, Leopardstown, Dublin 18, Ireland
(Address of principal executive offices)

Ciaran Murray, CFO
South County Business Park Leopardstown, Dublin 18, Ireland.
Ciaran.Murray@iconplc.com
0011-353-1-291-2000
(Name, telephone number, email and/or facsmile number and address of Company contact person)

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

              Yes___X___                                   No_______

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

              Yes______                                    No___X___

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

              Yes______                                    No___X___

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      N/A

EXHIBIT LIST

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.

Exhibit 99.1

Dear Shareholders and Stakeholders

Overview

The challenging market conditions that prevailed during 2009 continued into 2010 as our clients continued to seek ways to reduce costs and national governments endeavoured to reduce healthcare budgets, including pharmaceutical prices. For the full-year 2010 net revenue was $900 million compared with $888 million in 2009, representing an increase of 1.4% or 3.1% in constant currency terms.

Despite the market challenges, throughout the year we invested in facilities, hired additional staff in Asia-Pacific and continued to invest in our new strategic relationships. While these factors impacted earnings, we believe that the fundamentals of our market remain strong and ongoing investment is intended to position ICON for growth into the future.

Operating margins for the year were 10.2%, down from 13.1% in 2009 (excluding one-time net charges) which led to EPS of $1.44 per share compared with $1.53 in 2009. Cash flow during the year continued to be strong. Even with $31 million of investments in capital projects, our net cash closing position grew to $256 million from an opening balance of just under $200 million.

Alongside ongoing investment, our earnings for the year were impacted by the disappointing performance of our Central Laboratory, which incurred significant losses. It performed well in terms of building its backlog (order book), partly from strategic relationships but also from excellent business development efforts. However, the growth in bookings translated to revenues much more slowly than forecast – hence the losses. We renewed the management team during the course of the year and they are focused on bringing the lab back to break-even as quickly as possible. We are pleased with the progress they are making and expect to return to profitability during the second half of 2011.

As 2010 progressed, the order book of the group continued to expand and at the end of December our total backlog had reached $1.9 billion, which is a rise of approximately 9% compared to the comparable figure a year earlier.

In business development terms it's clear that a lot of change has been taking place in our market. Our customers' pipelines are being reviewed, trimmed and renewed. Strategic relationships are being explored and forged and at the same time, biotech funding has begun to flow again. While we were able to forge new strategic agreements such as the one announced with BMS, we do not think that ICON took full advantage of all the opportunities 2010 presented and as a result we have made some adjustments in our go-to-market approach as we respond to our customers' desire for more expert and innovative input from CROs into their development programmes. One example of this is the recent strategic alliance with Boston Clinical Research Institute (BCRI), an Academic Research Organisation based in Boston, Massachusetts.  The alliance will combine BCRI’s respected leadership in clinical strategy, study planning and academic relationships with ICON’s experience in the execution of global clinical trials.

Simultaneously, we continue to engage actively with major companies who are seeking to reengineer their approach to development and we are revitalizing our focus on biotech opportunities. Our recent announcement of the strategic partnership agreement with Pfizer is a sign that our efforts are having the desired impact in the market.

It remains evident that no single outsourcing model will dominate the market; but rather each client will take their own unique approach. This demands that ICON retains the flexibility for which it is renowned to respond to these differing requirements. One of the ways we are achieving this flexibility is by leveraging the services of our contract staffing group, DOCS, which continued to perform well during 2010. By combining the traditional strengths of our Clinical Organisation with the resourcing flexibility of DOCS we have been able to develop creative and cost effective research solutions for our clients.

The pace of globalisation continues to accelerate and during 2010 we saw further evidence of this in our business. In 2010, 58% of our revenue was generated from outside the United States, up from 54% in 2009. In Europe, Middle East, and Africa revenue grew 2% to 47% of total revenue and in Asia-Pac and Latin America revenue grew from 9% in 2009 to 11% of the total in 2010. We continue to believe this trend is contributing to a shift in market share to larger CROs that have the infrastructure and expertise to manage global studies. During the year we made additional investments to expand our global footprint including hiring more staff, opening a new office in the Philippines and opening a new Central Laboratory facility in China, as part of a joint venture with Fountain Medical. We also extended our Asian capabilities through the formation of an alliance with Tigermed, a Chinese CRO and recently announced a similar agreement with Japanese CRO, ACRONET.  During 2011, we will continue to seek opportunities to enhance our global capabilities in the regions of the world where our clients are looking to expand their conduct of clinical research.

Quality

Quality remains at the heart of the ICON culture and during 2010 we continued to make investments to enhance our quality management system. These included investments in staff training and refinement of operational policies and procedures.

We are also making a significant investment in our information systems. These investments aim to generate better information for our staff and clients and will enable us to link to our customers in more efficient and innovative ways. This will not only enhance the quality of our operational delivery, but will also support our clients’ need for operational efficiency. We are encouraged by the positive feedback that we are receiving from our clients as we implement these systems.

During 2010 we continued to work cooperatively with the U.S. Food and Drug Administration (FDA) to respond to the Warning Letter which we received in December 2009 in relation to two studies monitored in 2004 -2006, and have implemented an action plan with the intention of fully addressing their observations and concerns. We continue to review our quality systems, seeking further ways to enhance quality oversight and performance.

Looking Forward

Despite the current near-term challenges in the Early Phase Clinical market, we believe our clients will increasingly need strategic support to help identify the most promising drug candidates in which to invest and to decide which ones to “kill off” early in the development process. In June, we opened a purpose-built translational medicine facility on the redeveloped Manchester Royal Infirmary site in the UK. This facility was developed in collaboration with the Central Manchester University Hospitals Foundation (CMFT) and is a good example of the type of science-based collaboration of which we expect to see more in the future.

The ongoing focus by regulatory bodies on the safety of new products is one of the key drivers of the growth in post approval research. We believe this late phase and outcomes research market offers significant future growth potential. Alongside the need to assess the safety of treatments in real-life settings, this research is also used to asses the economic value and comparative effectiveness of new treatments. We continue to grow our capabilities in this area and believe this segment will be increasingly important in years to come. We recently separated our late phase and outcomes research activities into a new business unit. And at the beginning of January 2011 we acquired Oxford Outcomes, which is a specialist provider in this area, to further strengthen our capabilities. We plan in 2011 to invest further in this segment, both through staff and skill additions, and hopefully through further acquisitions.

With the increasing importance of imaging in clinical studies, we are driving closer integration between our imaging group and the other ICON divisions. During 2010 we acquired Timaq Medical Imaging, a leading European provider of advanced imaging services to pharmaceutical and biotech firms, based in Zurich. The acquisition of Timaq gave ICON a European base for our medical imaging operations and has proved instrumental in helping us enter into new agreements to provide imaging services to several major European pharmaceutical companies. During 2011 we will be seeking to further expand the scope of our imaging operations, which will include expansion into Asia.

Outlook

Despite the market challenges in 2010, which have continued in 2011, we think the future outlook for the industry and ICON is positive. The headwinds that our customers are encountering and the changes they are adopting in response to these require us to adapt the company to ensure we are positioned to meet their needs. We have a strategy to achieve this on which we are executing. Despite concerns about the trajectory of future R&D spending, which may or may not be realized, we think the changes our customers are making will increase the value of work outsourced to global CROs, and we remain focused on ensuring that ICON competes for and wins more than our share of that business. Our recent selection by Pfizer as one of two strategic partners validates our approach and builds our confidence in our strategy.

Our ongoing successes will only be possible though the dedication and professionalism of all our staff. We would like to express our appreciation of them on behalf of you, our shareholders.

Exhibit 99.2

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action to be taken, you should consult with your independent financial adviser who, if you are taking advice in the Republic of Ireland, is authorised or exempted under the European Communities (Markets in Financial Instruments) Regulations (Nos. 1 to 3) 2007 or the Investment Intermediaries Act, 1995.

If you have sold or transferred your entire holding of ordinary shares in ICON plc, please pass this document, together with the attached proxy form, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale was effected, for transmission to the purchaser or transferee as soon as possible.

The Company has a secondary listing on the Irish Stock Exchange. For this reason, the Company is not subject to the same ongoing regulatory requirements as those which would apply to an Irish company with a primary listing on the Irish Stock Exchange including the requirement that certain transactions require the approval of shareholders. For further information, shareholders should consult their own financial adviser.

17^th June 2011

NOTICE OF ANNUAL GENERAL MEETING

Dear Shareholder,

I enclose for your attention the Notice of the Annual General Meeting of ICON plc, and invite you to join us at 8.30am on Monday 18^th July 2011 at the company’s headquarters, South County Business Park, Leopardstown, Dublin 18, Ireland.

The company and the CRO industry is going through an exciting time, with many of our customers changing their business models to more fully utilise the services of large global CROs such as ICON.  I encourage you to read the operational review accompanying this letter and if you would like further information I refer you to both our:

Annual Report (available at http://investor.iconplc.com/annuals.cfm), and  Form 20-F (available at http://investor.iconplc.com/sec.cfm)

At a Board level we continue to look to refresh the Board by appointing new Directors who provide new perspectives, skills and experience whilst maintaining the knowledge and expertise that have served the company and its shareholders well in the past.  In the last 14 months we have welcomed two new board members, Mr Declan McKeon and Ms Catherin Petty.  Both join the Board with extensive experience and knowledge (see details in the Annual Report and Form 20-F) and have already made significant contributions to the Board.  We continue to actively seek suitable Board members with relevant skills, knowledge and experience to help the company adapt and progress.

We also continue to review the way your Board carries out its duties.  As detailed in both the Annual Report and Form 20-F, a Quality Committee of the Board was established during 2010 reflecting the company’s continuing commitment to quality. Changes have also been made to other committees and we will continue to closely examine how best to refresh and develop the Board Committees.  The next planned change to the Board Committees will be the appointment of Mr Declan McKeon as Chairman of the Audit Committee in July 2011.

We have not included a “say on pay” resolution on executive remuneration as the company, as a foreign private issuer in the US, is not obliged to.  However, details of executive pay are set out in both the Annual Report and Form 20-F for your interest. We will consider whether such a resolution should be included in future AGMs.

The four categories of resolutions for consideration at the AGM are:

Re-election of Directors

We note with interest that the UK Corporate Governance Code of 2010 calls for the annual re-election of a company’s entire Board of Directors.  We carefully considered whether to introduce this in 2011 but did not think it in either shareholders’ or the company’s best interest to introduce at the current time.  We will monitor how annual re-election of the entire Board applies for other listed companies that adopt this in the current year and will consider whether we should introduce it in 2012.  We believe the current re-election cycle of one third of directors being re-elected every year continues to serve ICON and its shareholders well.

Accordingly, we have three directors up for re-election at the AGM:

Dr John Climax – Dr. Climax co-founded ICON in 1990 with Dr. Ronan Lambe.  From 1990 to 2002, Dr. Climax served as ICON's CEO and from 2002 to 2009, he served as Chairman.  Upon retiring as Chairman in 2009, Dr. Climax became a non-executive Director of ICON.  Dr. Climax has over 25 years experience in the contract research industry and has been instrumental in developing the industry during this time. Despite Dr. Climax's retirement as Chairman in 2009, ICON continues to benefit from Dr. Climax's status and experience in the contract research industry as Dr. Climax, in addition to serving as a non-executive director, still spends time representing ICON and developing our relationships with our clients.  For this additional commitment by Dr. Climax, ICON pays Rotrua Limited an annual consultancy fee of €262,500 for Dr Climax’s services under a consultancy agreement which expires in December 2012.

Professor Dermot Kelleher – Professor Kelleher joined the Board in May 2008.  He is Head of the School of Medicine at Trinity College, Dublin, Ireland and Director of the Institute of Molecular Medicine in Dublin and brings invaluable scientific and clinical trials expertise to the Board.  In his role as Chair of ICON’s Quality Committee, established in 2010, he has a key role in the oversight of the Company’s quality programmes.

Ms Catherin Petty - Ms. Petty joined the Board and the Audit Committee in October 2010. Ms. Petty has extensive experience in healthcare investment and has also acted as as an advisor to the pharmaceutical industry.  Her  knowledge and insight into the  pharmaceutical industry has already proved valuable to the Board.

The Board has reviewed the performance of each of the Directors standing for re-election and confirms that they continue to contribute effectively and demonstrate the necessary commitment to the role.  All three of the Directors standing for re-election have different and valuable skills, experience and knowledge (for further details please see the Annual Report and/or Form 20-F).  All three have made significant and valuable contributions to the Board and the Board committees of which they are members.  I believe the Board will greatly benefit from their varied and valuable skills, knowledge and experience to help the Company continue to progress and face the challenges that ICON, like other large CROs, faces in a rapidly changing market.  It should be noted that none of these Directors have any conflict of interests which would impact on their role as a non-executive Director (including Dr. John Climax as the consultancy agreement referred to above does not present any conflict)

Issuing and Buy Back of Shares

Resolutions 6 -8 relate to the share capital of the company and are now considered standard by most public companies. They are authorities that we renew on an annual basis. In recent years, the authority to issue shares (resolutions 6 and 7) have not been used by the company, except to satisfy the requirements of our employee share option plans which allow us to attract, retain and reward our people in a competitive market place.

Resolution 6 - authorises the directors to issue shares up to a limit of 20% in the company without shareholder approval and is included as there may be strategic opportunities where it is appropriate for the directors to have this flexibility.  Our primary listing is on NASDAQ and the NASDAQ rules do not require a resolution by shareholders to authorise directors to issue up to 20% of outstanding shares. However, in order to allow this flexibility, Irish law requires this resolution. A resolution authorising directors to issue shares  has been passed at every AGM since the company was listed.  This year we have proposed to limit the authority of the directors to issue shares to up to 20% in line with NASDAQ rules and current corporate goverance practise of limiting the Directors' authority to issue shares . The Directors propose that this resolution is passed in order to reconcile how we operate under NASDAQ rules with the technicalities of Irish legal requirements.  

Resolution 7 - authorises the directors to issue shares, subject to resolution 6, for cash without having to offer them to existing shareholders on a pro rata basis.  This is a requirement of Irish law and we have no such requirement under NASDAQ rules. A resolution authorising the directors to issue shares without pre-emption has been passed at every AGM since the company was listed.  This year the Directors believe it is appropriate to pass  such as resolution again in order to reconcile how we operate under the NASDAQ rules with the technicalities of Irish legal requirements and, in line with current corporate governance practise, we have limited the  number of shares that can be issued without pre-emption  to 5% of outstanding shares.

The caps on resolutions 6 and 7 are different but complimentary. The 20% cap on resolution 6 means shareholder approval is needed for any share issue over 20% (including if shares are issued for cash or in exchange as part of an acquisition by us). The 5% cap on resolution 7 means we can issue up to 5% of ordinary share capital for cash without pre-emption. While resolution 7 and pre-emption generally do not apply to ICON issuing shares in a paper transaction as consideration for an acquisition, our ability to issue shares in a paper transaction without shareholder approval is limited due to resolution 6 which ensures we need shareholder approval to issue more than 20% under a paper transaction or otherwise.

Resolution 8 - authorises the company to purchase in the market (buy-back) up to 10% of the outstanding shares in the company. While there is no current plan to buy-back shares, the ability to do a limited buy back is important for both the company and the shareholders. It should also be noted that foreign private issuers on NASDAQ do not require shareholder approval to do a share buy back and it is our status as an Irish company that requires us to seek this approval from shareholders.

Form of Proxy

A Form of Proxy for use at the AGM is attached.  Please complete, sign and return the Form of Proxy as soon as possible whether or not you propose to attend the meeting in person.  To be valid the Form of Proxy must be deposited as follows:

Alternatively, Ordinary Shareholders may register their proxy appointment and voting instructions electronically. Further instructions on how Ordinary Shareholders may register their proxy appointment or vote electronically are set out in the Notes to the notice of the meeting and in the notes to the enclosed Form of Proxy. The completion and lodging of the Form of Proxy will not prevent Ordinary Shareholders from attending and voting in person at the meeting should they so wish.

RECOMMENDATION

Your Board believes that the Resolutions to be proposed at the AGM are in the best interests of the Company and its Shareholders as a whole and unanimously recommend that you vote in favour of each of the Resolutions. Accordingly, your Directors unanimously recommend that you vote in favor of the Resolutions as they intend to do so themselves in respect of all the Ordinary Shares held or beneficially owned by those amounting in total to 1,986,160 Ordinary Shares on 15^th June 2011, representing approximately 3.3% of the issued ordinary share capital of the Company.

Yours sincerely,

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the Annual General Meeting of ICON p.l.c. (“the Company”) will be held at ICON p.l.c. Headquarters, South County Business Park, Leopardstown, Dublin 18, Ireland on 18^th July 2011 at 8.30 a.m.

ORDINARY BUSINESS

To consider and, if thought fit, pass the following as ordinary resolutions:

SPECIAL BUSINESS

To consider and, if thought fit, pass the following resolutions:

As an ordinary resolution:

and the price range within which any shares purchased or redeemed and held as treasury shares, within the meaning of Section 209 of the Companies Act, 1990, may be re-issued off-market is from 95 to 120 per cent of the Market Price on the day of re-issue.

For the purpose of this resolution:

the Market Price of any shares on a particular day means the higher of:

the Current Price on a particular day means the closing quotation price as published in the List or (for a day on which there was no dealing in such shares on the Stock Exchange) the mid-point between the high and low market guide prices as published in the List or (if there is only one such market guide price published) the market guide price so published whether it is the high or the low market guide price;

the List means the Irish Stock Exchange Daily Official List; and

the Stock Exchange means The Irish Stock Exchange Limited.

The authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company or (if earlier) on 18^th January 2013, unless previously varied, revoked or renewed. The Company or any subsidiary may before such expiry make a contract for the purchase of shares which would or might be wholly or partly executed after such expiry and may make a purchase of shares pursuant to any such contract as if the authority hereby conferred had not expired.”

By Order of the Board:

Exhibit 99.3

70817 ICON plc Proof 1 Annual General Shareholders’ Meeting of ICON plc Date: July 18, 2011 See Voting Instruction On Reverse Side. Please make your marks like this: x Use dark black pencil or pen only _____________________________________ __________________________ Please Sign Here Please Date Above _____________________________________ __________________________ Please Sign Here Please Date Above ÆPlease separate carefully at the perforation and return just this portion in the envelope provided. Æ Authorized Signatures - This section must be completed for your instructions to be executed. EVENT # CLIENT # Annual General Shareholders’ Meeting of ICON plc to be held July 18, 2011 For Holders as of June 8, 2011 All votes must be received by 5:00 pm, Eastern Time July 8, 2011. Copyright © 2011 Mediant Communications LLC. All Rights Reserved PROXY TABULATOR FOR ICON PLC P.O. BOX 8016 CARY, NC 27512-9903 RESOLUTIONS ORDINARY BUSINESS 1. To receive the Accounts and Reports 2. To re-elect Dr. John Climax 3. To re-elect Professor Dermot Kelleher 4. To re-elect Ms. Cathrin Petty 5. To authorise the fixing of the Auditors’ Remuneration SPECIAL BUSINESS 6. To authorise the Company to allot shares 7. To disapply the statutory pre-emption rights 8. To authorise the Company to make market purchases of shares 9. To allow an extraordinary general meeting of the Company to be called on not less than 14 clear days' notice • Mark, sign and date your Voting Instruction Form. • Detach your Voting Instruction Form. • Return your Voting Instruction Form in the postage-paid envelope provided. MAIL INTERNET • Use any touch-tone telephone. • Have your Voting Instruction Form ready. • Follow the simple recorded instructions. TELEPHONE 1-866-229-2463 Go To www.proxypush.com/iclr • Cast your vote online. • View Meeting Documents. OR OR Directors Recommend For Against Abstain 70817 Icon plc VIF_Layout 1 5/26/11 3:56 PM Page 1  

70817 ICON plc Proof 1 ICON plc Instructions to The Bank of New York Mellon, as Depositary (Must be received prior to 5:00 pm on July 8, 2011) The undersigned registered holder of American Depositary Receipts hereby requests and instructs The Bank of New York Mellon, as Depositary, to endeavor, in so far as practicable, to vote or cause to be voted the amount of shares or other Deposited Securities represented by such Receipt of Icon plc registered in the name of the undersigned on the books of the Depositary as of the close of business on June 8, 2011 at the Annual General Shareholders’ Meeting of ICON plc to be held on July 18, 2011, in respect of the resolutions specified on the reverse hereof. NOTES: 1. Instructions as to voting on the specified resolutions should be indicated by an “X” In the appropriate box. 2. If a Holder so elects, the Holder is entitled to instruct The Bank of New York, as Depositary, to give a discretionary proxy to a person designated by the Company. (Continued and to be marked, dated and signed, on the other side) PROXY TABULATOR FOR ICON PLC P.O. Box 8016 CARY, NC 27512-9903 70817 Icon plc VIF_Layout 1 5/26/11 3:56 PM Page 2