================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  -----------
                                  SCHEDULE TO
                                AMENDMENT NO. 3

           TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                 EON LABS, INC.
                           (Name of Subject Company)

                                  NOVARTIS AG
                              NOVARTIS CORPORATION
                            ZODNAS ACQUISITION CORP.
                       (Name of Filing Persons--Offerors)

                         COMMON STOCK, PAR VALUE $0.01
                         (Title of Class of Securities)

                                   29412E100
                     (CUSIP Number of Class of Securities)

                                 George Miller
                       Head of Legal and General Affairs
                                  Novartis AG
                                35 Lichtstrasse
                           CH-4002 Basel, Switzerland
                                 41-61-324-1111
            (Name, Address and Telephone Number of Person Authorized
       to Receive Notices and Communications on Behalf of Filing Persons)

                                  -Copies to-
                           Andrew R. Brownstein, Esq.
                            Trevor S. Norwitz, Esq.
                         Wachtell, Lipton, Rosen & Katz
                              51 West 52nd Street
                               New York, NY 10019
                                 (212) 403-1000
                                  -----------

                           CALCULATION OF FILING FEE

                 Transaction Valuation        Amount of Filing Fee
              -------------------------------------------------------
                     $977,098,158*                  $115,005*
              -------------------------------------------------------

              -------------------------------------------------------

*    Estimated  for purposes of  calculating  the amount of the filing fee only.
     The  calculation  of the  filing  fee is  described  on the  cover  page to
     Amendment No. 1 to the Schedule TO filed on May 27, 2005.

[X]  Check  the  box if any  part  of the  fee is  offset  as  provided  by Rule
     0-11(a)(2)  and  identify  the  filing  with which the  offsetting  fee was
     previously  paid.  Identify the previous filing by  registration  statement
     number, or the Form or Schedule and the date of its filing.
         Amount Previously Paid:  $115,005         Filing Party:  Novartis Corp.
         Form or Registration No.:  Schedule TO    Date Filed:  May 23, 2005

[_]  Check the box if the filing relates  solely to  preliminary  communications
     made before the commencement of a tender offer.

Check the  appropriate  boxes below to designate any  transactions  to which the
statement relates:

[X]  third-party tender offer subject to Rule 14d-1.

[_]  issuer tender offer subject to Rule 13e-4.

[_]  going-private transaction subject to Rule 13e-3.

[_]  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [_]
================================================================================





          This Amendment No. 3 amends and supplements the Tender Offer Statement
on Schedule  TO, as amended,  (the  "SCHEDULE  TO"),  originally  filed with the
Securities  and  Exchange  Commission  on  May  23,  2005  and  as  amended  and
supplemented  by Amendment  No. 1 on May 27, 2005 and Amendment No. 2 on June 2,
2005, by Novartis AG, a Swiss Corporation, Novartis Corporation ("NOVARTIS US"),
a New York  corporation and an indirect wholly owned  subsidiary of Novartis AG,
and Zodnas Acquisition Corp. ("ZODNAS"),  a Delaware corporation and an indirect
wholly owned  subsidiary of Novartis US. The Schedule TO relates to the offer by
Zodnas to purchase any and all of the  outstanding  shares of common stock,  par
value $0.01 per share (the "SHARES"),  of Eon Labs, Inc., a Delaware corporation
("EON"),  for $31.00 per  Share,  net to the seller in cash,  upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated May 23, 2005
(the "OFFER TO PURCHASE"),  and in the related Letter of Transmittal.  Copies of
the Offer to Purchase and the related Letter of  Transmittal  are filed with the
Schedule TO as exhibits (a)(1)(A) and (a)(1)(B), respectively. Capitalized terms
used and not defined  herein shall have the meanings  assigned such terms in the
Offer to Purchase and Schedule TO.

ITEMS 1 THROUGH 9 AND 11.

          Items 1 through 9 and 11 of the  Schedule  TO,  which  incorporate  by
reference the information contained in the Offer to Purchase, are hereby amended
and supplemented as follows:

          On June 7,  2005,  Novartis  issued  a press  release  announcing  the
completion  of its  acquisition  of Hexal,  a copy of which is filed as  Exhibit
(a)(5)(D) hereto and is incorporated herein by reference.

ITEM 12.  EXHIBITS

          Item 12 of the  Schedule  TO is hereby  amended by adding  thereto the
following:

(a)(5)(D) Text of Press Release issued by Novartis dated June 7, 2005.





                                   SIGNATURE

     After due inquiry  and to the best of my  knowledge  and belief,  I certify
that the information set forth in this statement is true, complete and correct.

Dated:  June 7, 2005

                                          NOVARTIS AG

                                          By:  /s/ George Miller
                                               ---------------------------------
                                               Name George Miller
                                               Title: Authorized Signatory

                                          By:  /s/ Peter Rupprecht
                                               ---------------------------------
                                               Name: Peter Rupprecht
                                               Title: Authorized Signatory


                                          NOVARTIS CORPORATION

                                          By:  /s/ Terence A. Barnett
                                               ---------------------------------
                                               Name: Terence A. Barnett
                                               Title: President and Chief 
                                                      Executive Officer

                                          ZODNAS ACQUISITION CORP.

                                          By:  /s/ Wayne P. Merkelson
                                               ---------------------------------
                                               Name: Wayne P. Merkelson
                                               Title: Vice President





                                 EXHIBIT INDEX



*(a)(1)(A)   Offer to Purchase, dated May 23, 2005.

*(a)(1)(B)   Form of Letter of Transmittal.

*(a)(1)(C)   Form of Notice of Guaranteed Delivery.

*(a)(1)(D)   Form  of  Letter  to  Brokers,  Dealers,  Commercial  Banks,  Trust
             Companies and Other Nominees.

*(a)(1)(E)   Form of Letter to Clients for use by Brokers,  Dealers,  Commercial
             Banks, Trust Companies and Other Nominees.

*(a)(1)(F)   Guidelines  for  Certification  of Taxpayer  Identification  Number
             (TIN) on Substitute Form W-9.

(a)(2)       Not applicable.

(a)(3)       Not applicable.

(a)(4)       Not applicable.

*(a)(5)(A)   Text of Press Release  issued by Novartis  dated February 21, 2005,
             incorporated  in this  Schedule TO by  reference to the Schedule TO
             filed by Novartis AG, Novartis US and Zodnas on February 22, 2005.

*(a)(5)(B)   Form of Summary Advertisement  published in The Wall Street Journal
             on May 23, 2005.

*(a)(5)(C)   Text of Press Release issued by Novartis dated May 27, 2005.

(a)(5)(D)   Text of Press Release issued by Novartis dated June 7, 2005.

*(a)(6)(A)   Complaint  titled  Ellen Wiehl v. Eon Labs,  Inc. et al.,  filed on
             February 22, 2005, in the Chancery  Court of the State of Delaware,
             County of New Castle.

*(a)(6)(B)   Complaint  titled  Paulena  Partners LLC v. Eon Labs,  Inc. et al.,
             filed on February 22, 2005,  in the Chancery  Court of the State of
             Delaware, County of New Castle.

*(a)(6)(C)   Complaint  titled Robert Kemp, IRRA v. Eon Labs, Inc. et al., filed
             on  February  22,  2005,  in the  Chancery  Court  of the  State of
             Delaware, County of New Castle.





*(a)(6)(D)   Complaint  titled Peter J. Calcagno v. Eon Labs, Inc. et al., filed
             on  February  23,  2005,  in the  Chancery  Court  of the  State of
             Delaware, County of New Castle.

*(a)(6)(E)   Complaint titled  Christopher Pizzo v. Novartis AG et al., filed on
             February 23, 2005,  in the Supreme  Court of the State of New York,
             County of New York.

*(a)(6)(F)   Complaint titled Erste Sparinvest  Kapitalanlagegesellschaft MBH v.
             Eon Labs,  Inc.  et al.,  filed on March 1, 2005,  in the  Chancery
             Court of the State of Delaware, County of New Castle.

*(a)(6)(G)   Complaint titled Merl Huntsinger v. Eon Labs, Inc. et al., filed on
             March 1,  2005,  in the  Chancery  Court of the State of  Delaware,
             County of New Castle.

*(a)(6)(H)   Complaint  titled  Jason Hung v. Eon Labs,  Inc.  et al.,  filed on
             March 3,  2005,  in the  Chancery  Court of the State of  Delaware,
             County of New Castle.

*(a)(6)(I)   Consolidated   Amended  Complaint  titled  In  re  Eon  Labs,  Inc.
             Shareholders  Litigation,  filed on May 27,  2005,  in the Chancery
             Court of the State of Delaware, County of New Castle.

(b)          None.

*(d)(1)      Agreement and Plan of Merger, dated as of February 20, 2005, by and
             among  Novartis  US,  Zodnas,  Eon and,  for purposes of Section 12
             thereof  only,  Novartis AG,  incorporated  in this  Schedule TO by
             reference  to Exhibit 2.2 to the Schedule 13D filed by Novartis US,
             Novartis AG and Zodnas on March 2, 2005.

*(d)(2)      Agreement for Purchase and Sale of Stock,  dated as of February 20,
             2005,  by and  between  Novartis  US,  Santo and,  for  purposes of
             Section  10.12  thereof  only,  Novartis AG,  incorporated  in this
             Schedule TO by  reference  to Exhibit 2.1 to the Schedule 13D filed
             by Novartis US, Novartis AG and Zodnas on March 2, 2005.

*(d)(3)      Confidentiality  Agreement,  by and  between  Novartis  US and Eon,
             dated as of February 11, 2005,  incorporated in this Schedule TO by
             reference  to Exhibit 2.3 to the Schedule 13D filed by Novartis US,
             Novartis AG and Zodnas on March 2, 2005.

(g)          None.

(h)          Not applicable.

------------------------

* Previously filed.