Glaxosmithkline PLC, et al. – ‘F-3/A’ on 3/17/04

On:  Wednesday, 3/17/04, at 12:21pm ET   ·   Accession #:  950123-4-3425   ·   File #s:  333-104121, -01, -02

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Pre-Effective Amendment to Registration Statement of a Foreign Private Issuer for Securities Offered Pursuant to a Transaction   —   Form F-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-3/A       Amendment No. 2 to Form F-3                           30    147K 
 2: EX-23.2     Consent of Pricewaterhousecoopers LLP                  1      5K 

F-3/A   —   Amendment No. 2 to Form F-3
Document Table of Contents

F-3/A
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 17, 2004

                                                     REGISTRATION NO. 333-104121
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------- 

AMENDMENT NO. 2 

TO
FORM F-3
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933
--------------------- 

                                                        [Enlarge/Download Table]
                                                                                           
GLAXOSMITHKLINE CAPITAL INC.,  GLAXOSMITHKLINE CAPITAL PLC,       GLAXOSMITHKLINE PLC,     
          AS ISSUER                      AS ISSUER                    AS GUARANTOR         
(Exact name of Registrant as   (Exact name of Registrant as   (Exact name of Registrant as 
  specified in its charter)      specified in its charter)      specified in its charter)  
          DELAWARE                   ENGLAND AND WALES              ENGLAND AND WALES      
(State or other jurisdiction   (State or other jurisdiction   (State or other jurisdiction 
             of                             of                             of              
      incorporation or               incorporation or               incorporation or       
        organization)                  organization)                  organization)        
         51-0332587                   NOT APPLICABLE                 NOT APPLICABLE        
      (I.R.S. Employer               (I.R.S. Employer               (I.R.S. Employer       
     Identification No.)            Identification No.)            Identification No.)     
  1105 NORTH MARKET STREET         980 GREAT WEST ROAD,           980 GREAT WEST ROAD,     
         SUITE 1300                      BRENTFORD                      BRENTFORD          
 WILMINGTON, DELAWARE 19801     MIDDLESEX TW8 9GS, ENGLAND     MIDDLESEX TW8 9GS, ENGLAND  
       (302) 651-8319               +44(0)20 8047-5000             +44(0)20 8047-5000      
(Address and telephone number  (Address and telephone number  (Address and telephone number
             of                             of                             of              
   Registrant's principal         Registrant's principal         Registrant's principal    
     executive offices)             executive offices)             executive offices)      
                               GLAXOSMITHKLINE CAPITAL INC.                                
                                 1105 NORTH MARKET STREET                                  
                               SUITE 1300, NEW CASTLE COUNTY                               
                                WILMINGTON, DELAWARE 19801                                 
                                      (302) 479-5801                                       
   (Name, address and telephone number of agent for service for each of the Registrants)   
                                        COPIES TO:                                         
   DONALD F. PARMAN, ESQ.        LESLIE N. SILVERMAN, ESQ.      ROBERT J. DONATUCCI, ESQ.  
VICE PRESIDENT -- U.S. LEGAL     CLEARY, GOTTLIEB, STEEN &     SIDLEY AUSTIN BROWN & WOOD  
         OPERATIONS                      HAMILTON                          LLP             
       GLAXOSMITHKLINE               ONE LIBERTY PLAZA             787 SEVENTH AVENUE      
ONE FRANKLIN PLAZA, P.O. BOX     NEW YORK, NEW YORK 10006       NEW YORK, NEW YORK 10019   
            7929                      (212) 225-2000                 (212) 839-5340        
   PHILADELPHIA, PA 19102                                                                  
       (215) 751-7633                                                                      

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: From time to time after the effective date of this Registration         
Statement.                                                                      

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following 
box.  [ ]                                                                       

     If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of  
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.  [X]                               

 If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier        
effective registration statement for the same offering.  [ ]                    

  If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering.  [ ]                                                     

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [ ]                                            
--------------------- 
  THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS     
SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION  
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF  
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME    
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), 
MAY DETERMINE.                                                                  
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY   
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE       
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES 
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.                          

SUBJECT TO COMPLETION, DATED MARCH 17, 2004 

PROSPECTUS                                                                      

(GLAXOSMITHKLINE LOGO)

$5,000,000,000

GLAXOSMITHKLINE CAPITAL INC.

GLAXOSMITHKLINE CAPITAL PLC 

DEBT SECURITIES 

FULLY AND UNCONDITIONALLY GUARANTEED BY 

GLAXOSMITHKLINE PLC 
--------------------- 
We may offer debt securities from time to time in one or more series  
through this prospectus. The debt securities will be issued through one of our  
finance subsidiaries, GlaxoSmithKline Capital Inc. or GlaxoSmithKline Capital   
plc, and any debt securities we issue will be fully and unconditionally         
guaranteed by GlaxoSmithKline plc.                                              

We will receive an aggregate amount of up to $5,000,000,000 (or its   
equivalent in foreign currencies, currency units or composite currencies) from  
the sales of these debt securities.                                             

   We will provide the specific terms of the debt securities we offer in one
or more supplements to this prospectus. You should read this prospectus and any 
related prospectus supplement carefully before you invest. Our debt securities  
may be denominated in U.S. dollars or in any other currencies, currency units or
composite currencies as we may designate.                                       

    We may offer these debt securities through underwriters, agents or dealers
or directly to institutional purchasers. The accompanying prospectus supplement 
will set forth the names of any underwriters or agents and any applicable       
commissions or discounts. The prospectus supplement will also set forth the     
proceeds we will receive from any sale of debt securities.                      

 NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION NOR ANY OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE   
SECURITIES OR DETERMINED IF THIS PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS      
SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A     
CRIMINAL OFFENSE.                                                               

The date of this prospectus is           , 2004.

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TABLE OF CONTENTS 

                                                                [Download Table]

                                                              PAGE
                                                              ----
                                                                  
About this Prospectus.......................................    2 
Where You Can Find More Information.........................    3 
Incorporation of Certain Documents by Reference.............    3 
Presentation of Financial Information.......................    3 
Forward-Looking Statements..................................    4 
Use of Proceeds.............................................    5 
Ratios of Earnings to Fixed Charges.........................    5 
GlaxoSmithKline plc.........................................    5 
GlaxoSmithKline Capital Inc.................................    6 
GlaxoSmithKline Capital plc.................................    6 
Legal Ownership of Debt Securities..........................    6 
Description of Debt Securities..............................    8 
Income Tax Considerations...................................   18 
Plan of Distribution........................................   19 
Validity of Securities......................................   20 
Experts.....................................................   20 
Limitations on Enforcement of U.S. Laws.....................   20 

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

You should rely only on the information incorporated by reference or  
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. You should not assume    
that the information in this prospectus or any prospectus supplement is accurate
as of any date other than the date on the front of these documents. We are not  
making an offer of these securities in any state or jurisdiction where the offer
is not permitted.                                                               
--------------------- 

ABOUT THIS PROSPECTUS 

    This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, or the SEC, using a "shelf" registration    
process. Under this shelf process, we may sell any combination of the debt      
securities described in this prospectus in one or more offerings up to an       
aggregate offering price of $5,000,000,000 (or its equivalent in foreign        
currencies, currency units or composite currencies).                            

This prospectus provides you with a general description of the debt   
securities we may offer. Each time we sell securities, we will provide a        
prospectus supplement, attached to the front of this prospectus, that will      
contain specific information about the terms of that offering. Those terms may  
vary from the terms described in this prospectus. As a result, the summary      
description of the debt securities in this prospectus is subject to, and        
qualified by reference to, the descriptions of the particular terms of any debt 
securities contained in any related prospectus supplement. The prospectus       
supplement may also add, update or change information contained in this         
prospectus. You should read both this prospectus and any prospectus supplement  
together with the additional information described under the headings "Where You
Can Find More Information" and "Incorporation of Certain Documents by           
Reference."                                                                     

  This prospectus does not include all of the information contained in the
registration statement of which it is a part. We refer you to the registration  
statement and the related exhibits for a more complete understanding of our debt
securities and the shelf registration process.                                  
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As used in this prospectus, the term "finance subsidiaries" refers to 
GlaxoSmithKline Capital Inc., a Delaware corporation, and GlaxoSmithKline       
Capital plc, an English public limited company. Any debt securities we offer    
will be issued by one of the finance subsidiaries and will be fully and         
unconditionally guaranteed by GlaxoSmithKline plc, an English public limited    
company (which we refer to as "GlaxoSmithKline"). The term "guarantor" refers to
GlaxoSmithKline in its capacity as guarantor of the debt securities. Unless the 
context requires otherwise, the terms "we," "our" and "us" refer to             
GlaxoSmithKline and its consolidated subsidiaries.                              

WHERE YOU CAN FIND MORE INFORMATION 

     We file annual reports and other information with the SEC. You may read and
copy any document we file at the SEC's public reference room at 450 Fifth       
Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for 
further information on the public reference room. In addition, the SEC maintains
an Internet site at http://www.sec.gov that contains reports, proxy and         
information statements and other information regarding issuers that file        
electronically with the SEC. We began filing documents electronically with the  
SEC on November 4, 2002; our filings were previously made in paper format.      
Reports and other information concerning our business may also be inspected at  
the offices of the New York Stock Exchange at 20 Broad Street, New York, New    
York 10005.                                                                     

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

 The SEC allows us to "incorporate by reference" the information we file
with the SEC, which means that we can disclose important information to you by  
referring you to those documents. The information incorporated by reference is  
an important part of this prospectus, and information that we file later with   
the SEC and that is incorporated by reference will automatically update and     
supersede this information.                                                     

 The following documents, which have been filed with or furnished to the
Commission, are incorporated by reference:                                      

 - our annual report on Form 20-F for the fiscal year ended December 31,
2002 (File No. 1-15170), and                                      

 - our reports on Form 6-K dated March 4, 2004 (containing our financial
results for the six months ended June 30, 2003 and the year ended 
December 31, 2003) (File No. 1-15170).                            

    We also incorporate by reference any future annual reports on Form 20-F we
file with the SEC under the Securities Exchange Act of 1934, as amended, or the 
Exchange Act, after the date of this prospectus and prior to the time we sell   
all of the debt securities described in this prospectus, and any future reports 
on Form 6-K we furnish to the SEC during such period that are identified in such
reports as being incorporated by reference in this prospectus.                  

You may request a copy of these filings, at no cost, by writing or    
telephoning us at our principal                                                 
executive offices at the following address: GlaxoSmithKline plc, 980 Great West 
Road, Brentford, Middlesex TW8 9GS, England, telephone +44(0)20 8047-5000,      
Attention: Company Secretary. Our Internet address is www.gsk.com. We are not   
incorporating the contents of our website into this prospectus.                 

PRESENTATION OF FINANCIAL INFORMATION 

  We present our financial statements in pounds Sterling and in accordance
with generally accepted accounting principles in the United Kingdom, or U.K.    
GAAP. For a discussion of certain significant differences between U.K. GAAP and 
generally accepted accounting principles in the United States, or U.S. GAAP, as 
they relate to GlaxoSmithKline, we refer you to the notes to our audited        
consolidated financial statements, which are incorporated by reference into this
prospectus. Except where noted, all financial information is presented in       
accordance with U.K. GAAP.                                                      

 When we refer to "L," we mean pounds Sterling. When we refer to "$," we
mean U.S. dollars.                                                              

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FORWARD-LOOKING STATEMENTS

This prospectus and the information incorporated by reference in this 
prospectus include forward-looking statements within the meaning of Section 27A 
of the Securities Act of 1933, as amended, or the Securities Act, and Section   
21E of the Exchange Act. You should not place undue reliance on these           
statements. In addition, in the future we and others on our behalf may make     
statements that constitute forward-looking statements. Such forward-looking     
statements may include, without limitation, statements relating to the          
following:                                                                      

- our plans, objectives and goals;                                    

- our future economic performance and prospects;                      

    - the potential effect on our future performance of certain contingencies;
and                                                               

- assumptions underlying any such statements.                         

  You can identify forward-looking statements by the fact that they do not
relate strictly to historical or current facts. Words such as "believes,"       
"anticipates," "expects," "intends," "estimates" and "plans" and similar        
expressions are intended to identify forward-looking statements, but these are  
not the exclusive means of identifying such statements. We do not intend to     
update these forward-looking statements except as may be required by applicable 
securities laws.                                                                

  Forward-looking statements are subject to important risks, uncertainties
and assumptions that are difficult to predict. The results or events predicted  
in forward-looking statements may differ materially from actual results or      
events. Some of the factors that could cause actual results or events to differ 
from current expectations include the following:                                

- the highly competitive nature of the pharmaceutical business and    
 potential innovations and technical advances by our competitors, in
 addition to the intensification of price competition resulting from
consolidation in the industry;                                    

     - competition from producers of generic pharmaceutical products, especially
upon the loss of patents for our products due to their expiration,
  successful legal challenges to our patents by our competitors or the
reduction and relaxation of patent protection in some developing  
countries;                                                        

    - new and possibly increasing levels of price controls with respect to our
products in many markets;                                         

    - the risks associated with the increasingly demanding regulatory controls
  governing the pharmaceutical industry, which could include increased
costs of production and time for product development, as well as a
   heightened risk that previously granted regulatory approvals could be
withdrawn;                                                        

    - the cost, uncertainty and other risks associated with the development of
     new pharmaceutical products that may never reach the market or that may
  have limited marketability or profitability, despite our significant
investment of time and money in their development;                

- the outcome of current legal proceedings;                           

   - changes in environmental regulations, which could increase our costs of
compliance and otherwise affect our business;                     

- our ability to maintain sufficient liquidity and to access capital  
markets;                                                          

 - the strength of the global economy in general and the strength of the
economies of the countries in which we conduct our operations in  
particular;                                                       

  - changes in tax, inflation, interest or foreign currency exchange rates
    and controls or other economic factors affecting our businesses or the
   possibility of political unrest in countries in which we do business;

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- the effects of changes in accounting policies or practices; and     

- acquisitions we may undertake in the future.                        

We caution you that the foregoing list of important factors is not    
exhaustive. When evaluating forward-looking statements, you should carefully    
consider the foregoing factors and other uncertainties and events, as well as   
the risk factors set forth in our annual report on Form 20-F for the year ended 
December 31, 2002 and subsequent annual reports on Form 20-F and other documents
filed with the SEC and any risk factors relating to us or a particular offering 
discussed or incorporated by reference in the applicable prospectus supplement. 

USE OF PROCEEDS 

  Unless we tell you otherwise in a prospectus supplement, we will use the
net proceeds from the sale of the debt securities described in this prospectus  
for our general corporate purposes, including to refinance existing             
indebtedness. We may also invest the net proceeds in marketable securities as   
part of our liquidity management process.                                       

RATIOS OF EARNINGS TO FIXED CHARGES 

     The following table sets forth our consolidated ratios of earnings to fixed
charges computed under U.K. GAAP and U.S. GAAP for the periods indicated. Ratios
computed under U.S. GAAP are significantly lower than those under U.K. GAAP due 
mainly to differences in accounting treatment of the merger of Glaxo Wellcome   
plc and SmithKline Beecham plc in 2000. For a description of these differences, 
see Note 37 to our consolidated financial statements contained in our annual    
report on Form 20-F for the year ended December 31, 2002, which is incorporated 
by reference into this prospectus.                                              

Earnings for this purpose have been calculated by (i) adding profit on
ordinary activities before taxation (after eliminating our share of             
profits/losses of joint ventures and associated undertakings) to fixed charges  
and (ii) subtracting from that total the amount of pre-tax earnings required to 
pay dividends on outstanding preference shares and the minority interest in     
pre-tax profit of subsidiaries that have not incurred fixed charges.            

   Fixed charges for this purpose consist of (i) interest payable (including
expense on debt and interest in respect of finance leases), (ii) that portion of
operating lease rental expense representative of the interest factor (being     
one-third of such rental expense) and (iii) the amount of pre-tax earnings      
required to pay dividends on outstanding preference shares.                     

                                                        [Enlarge/Download Table]

                                                        YEAR ENDED DECEMBER 31,      
                                                   ----------------------------------
                                                   2002    2001   2000    1999   1998
                                                   -----   ----   -----   ----   ----
                                                                                     
Ratio of earnings to fixed charges -- U.K. GAAP...  19.9   15.1    13.6   11.0   8.6 
Ratio of earnings to fixed charges -- U.S. GAAP... 3.3(1)   1.7    --(2)   5.6   5.7 

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

(1) Reflects the impact of adoption of SFAS 142, "Goodwill and Other  
         Intangible Assets" pursuant to which we ceased amortization of goodwill
   and indefinite-lived intangible assets beginning January 1, 2002.

    (2) Our earnings determined in accordance with U.S. GAAP were insufficient
        to cover fixed charges by L4.4 billion for the year ended December 31,
2000.                                                         

GLAXOSMITHKLINE PLC 

GlaxoSmithKline is a major global healthcare company engaged in the   
creation and discovery, development, manufacture and marketing of pharmaceutical
and consumer health-related products. Our two principal operational industry    
segments are pharmaceuticals (prescription pharmaceuticals and vaccines) and    
consumer healthcare (over-the-counter medicines, oral care and nutritional      
healthcare).                                                                    

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    GlaxoSmithKline is a public limited company incorporated under the laws of
England and Wales. Our shares are listed on the London Stock Exchange and our   
American Depositary Shares are listed on the New York Stock Exchange. On        
December 27, 2000, GlaxoSmithKline acquired Glaxo Wellcome plc and SmithKline   
Beecham plc, both English public limited companies, through a merger of the two 
companies. Both Glaxo Wellcome and SmithKline Beecham were major global         
healthcare businesses.                                                          

 Our corporate head office is in the London area at 980 Great West Road,
Brentford, Middlesex TW8 9GS, England, and our telephone number is +44(0)20     
8047-5000. We also have operational headquarters in Philadelphia, Pennsylvania  
and Research Triangle Park, North Carolina and operations in some 102 countries,
with products sold in over 150 countries. Our principal research and development
facilities are in the United Kingdom, the United States, Japan, Italy and       
Belgium and our products are currently manufactured in some 38 countries. The   
major markets for our products are the United States, Japan, the United Kingdom,
France, Germany and Italy.                                                      

GLAXOSMITHKLINE CAPITAL INC.

GlaxoSmithKline Capital Inc. is a Delaware corporation. It is a       
wholly-owned subsidiary of GlaxoSmithKline, and it exists for the purpose of    
issuing debt securities, the proceeds of which will be invested by it in        
marketable securities or advanced to, or otherwise invested in, subsidiaries or 
affiliates of GlaxoSmithKline. The principal executive offices of               
GlaxoSmithKline Capital Inc. are located at 1105 North Market Street, Suite     
1300, Wilmington, Delaware 19801. Its telephone number is (302) 651-8319.       

GLAXOSMITHKLINE CAPITAL PLC 

    GlaxoSmithKline Capital plc is a public limited company incorporated under
the laws of England and Wales. It is a wholly-owned subsidiary of               
GlaxoSmithKline, and it exists for the purpose of issuing debt securities, the  
proceeds of which will be invested by it in marketable securities or advanced   
to, or otherwise invested in, subsidiaries or affiliates of GlaxoSmithKline. The
principal executive offices of GlaxoSmithKline Capital plc are located at 980   
Great West Road, Brentford, Middlesex TW8 9GS, England. Its telephone number is 
+44(0)20 8047-5000.                                                             

LEGAL OWNERSHIP OF DEBT SECURITIES

"STREET NAME" AND OTHER INDIRECT HOLDERS                                        

We generally will not recognize investors who hold debt securities in 
accounts at banks or brokers as legal holders of those debt securities. This is 
called holding in "street name." Instead, we recognize only the bank or broker  
or the financial institution the bank or broker uses to hold the debt           
securities. These intermediary banks, brokers and other financial institutions  
pass along principal, interest and other payments on the debt securities, either
because they agree to do so in their customer agreements or because they are    
legally required to do so. If you hold debt securities in street name, you      
should check with your own institution to find out:                             

- how it handles payments and notices with respect to securities;     

- whether it imposes fees or charges;                                 

- how it would handle voting if ever required;                        

   - how and when you should notify it to exercise on your behalf any rights
or options that may exist under the debt securities;              

    - whether and how you can instruct it to send you securities registered in
 your own name so you can be a direct holder as described below; and

- how it would pursue rights under the debt securities if there were a
      default or other event triggering the need for holders to act to protect
their interests.                                                  

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REGISTERED HOLDERS                                                              

  Our obligations, as well as the obligations of the trustee and any third
parties employed by us or the trustee, extend only to persons who are registered
as holders of debt securities. As noted above, we do not have obligations to you
if you hold in street name or through other indirect means, either because you  
choose to hold debt securities in that manner or because the debt securities are
issued in the form of global securities as described below. For example, once we
make payment to the registered holder, we have no further responsibility for the
payment even if that holder is legally required to pass the payment along to you
as a street name customer but does not do so.                                   

GLOBAL SECURITIES                                                               

A global security is a special type of indirectly held security. If we
choose to issue debt securities in the form of global securities, the ultimate  
beneficial owners of the debt securities will be indirect holders. We do this by
requiring that the global security be registered in the name of a financial     
institution we select and by requiring that the debt securities represented by  
the global security not be registered in the name of any other holder except in 
the special situations described below. The financial institution that acts as  
the sole registered holder of the global security is called the depositary. Any 
person wishing to own a debt security may do so indirectly through an account   
with a broker, bank or other financial institution that in turn has an account  
with the depositary. The prospectus supplement will indicate whether your series
of debt securities will be issued only as global securities.                    

 Transfers of debt securities represented by the global security will be
made only on the records of the depositary or its nominee by transferring such  
debt securities from the account of one broker, bank or financial institution to
the account of another broker, bank or financial institution. These transfers   
are made electronically only and are also known as book-entry transfers.        
Securities in global form are sometimes also referred to as being in book-entry 
form.                                                                           

  As an indirect holder, your rights relating to a global security will be
governed by the account rules of your broker, bank or financial institution and 
of the depositary, as well as general laws relating to securities transfers. We 
will not recognize you as a holder of debt securities and instead will deal only
with the depositary that holds the global security.                             

    You should be aware that if debt securities are issued only in the form of
a global security:                                                              

- you cannot have debt securities registered in your own name;        

  - you cannot receive physical certificates for your interest in the debt
securities;                                                       

     - you will be a street name holder and must look to your own bank or broker
     for payments on the debt securities and protection of your legal rights
relating to the debt securities;                                  

- you may not be able to sell interests in the debt securities to some
    insurance companies and other institutions that are required by law to
own securities in the form of physical certificates;              

    - the depositary's policies will govern payments, transfers, exchanges and
      other matters relating to your indirect interest in the global security.
  We and the trustee will have no responsibility for any aspect of the
   depositary's actions or for its records of ownership interests in the
global security. We and the trustee also will not supervise the   
depositary in any way; and                                        

- the depositary will require that indirect interests in the global   
      security be purchased or sold within its system using same-day funds for
settlement.                                                       

In a few special situations described below, the global security will 
terminate and the indirect interests in it will be exchanged for registered debt
securities represented by physical certificates. After that exchange, the choice
of whether to hold debt securities in registered form or in street name will be 
up to you. You must consult your bank or broker to find out how to have your    
interests in debt securities transferred to your name, so that you will be a    
registered holder.                                                              

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Unless we specify otherwise in the prospectus supplement, the special 
situations for termination of a global security are:                            

- when the depositary notifies us that it is unwilling or unable to   
continue as depositary and we do not or cannot appoint a successor
depositary within 90 days;                                        

- the depositary ceases to be a clearing agency registered under the  
       Exchange Act and we do not appoint a successor depositary within 90 days;

    - an event of default has occurred and is continuing and beneficial owners
     representing a majority in principal amount of the applicable series of
debt securities have advised the depositary to cease acting as the
depositary; or                                                    

- we decide we do not want to have the debt securities of that series 
represented by a global security.                                 

The prospectus supplement may also list additional situations for     
terminating a global security that would apply only to the particular series of 
debt securities covered by the prospectus supplement. When a global security    
terminates, the depositary (and not us or the trustee) is responsible for       
deciding the names of the institutions that will be the initial registered      
holders.                                                                        

THE TERM "HOLDER" AS USED IN THIS PROSPECTUS AND ELSEWHERE                      

    In the descriptions of the debt securities included in this prospectus and
any prospectus supplement, when we refer to the "holder" of a given debt        
security as being entitled to certain rights or payments, or being permitted to 
take certain actions, we are in all cases referring to the registered holder of 
the debt security.                                                              

While you would be the registered holder if you held a certificated   
security registered in your name, it is likely that the holder will actually be 
either the broker, bank or other financial institution where you have your      
street name account, or, in the case of a global security, the depositary. If   
you are an indirect holder, you will need to coordinate with the institution    
through which you hold your interest in a debt security in order to determine   
how the provisions involving holders described in this prospectus and any       
prospectus supplement will actually apply to you. For example, if the debt      
security in which you hold a beneficial interest in street name can be repaid at
the option of the holder, you cannot exercise the option yourself by following  
the procedures described in the prospectus supplement. Instead, you would need  
to cause the institution through which you hold your interest to take those     
actions on your behalf. Your institution may have procedures and deadlines      
different from or additional to those described in the prospectus supplement    
relating to the debt security.                                                  

DESCRIPTION OF DEBT SECURITIES

This section describes the general terms that will apply to any debt  
securities that we may offer pursuant to this prospectus. The specific terms of 
any offered debt securities, and the extent to which the general terms described
in this section apply to those debt securities, will be described in the related
prospectus supplement at the time of the offer.                                 

GENERAL                                                                         

    As used in this prospectus, "debt securities" means the debentures, notes,
bonds, guarantees and other evidences of indebtedness that we issue and         
GlaxoSmithKline fully and unconditionally guarantees and, in each case, the     
trustee authenticates and delivers under the applicable indenture. The debt     
securities will be our direct unsecured obligations and will rank equally and   
ratably without preference among themselves and at least equally with all of our
other unsecured and unsubordinated indebtedness.                                

   The debt securities will be issued in one or more series under indentures
among the finance subsidiaries, Citibank, N.A., as trustee, and GlaxoSmithKline,
as guarantor. The indentures applicable to GlaxoSmithKline Capital Inc. and     
GlaxoSmithKline Capital plc, respectively, will each be qualified under the     
Trust                                                                           

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Indenture Act of 1939, as amended. In the following discussion, we sometimes    
refer to these indentures collectively as the "indentures."                     

This prospectus briefly outlines the provisions of the indentures. The
terms of the indentures will include both those stated in the indentures and    
those made part of the indentures by the Trust Indenture Act. The forms of the  
indentures have been filed as exhibits to the registration statement of which   
this prospectus forms a part, and you should read the indentures for provisions 
that may be important to you.                                                   

     The indentures do not contain any covenants or other provisions designed to
protect holders of the debt securities against a reduction in the               
creditworthiness of GlaxoSmithKline or the finance subsidiaries in the event of 
a highly leveraged transaction or that would prohibit other transactions that   
might adversely affect holders of the debt securities.                          

ISSUANCE IN SERIES                                                              

   The debt securities offered through this prospectus will be limited to an
aggregate initial public offering price of $5,000,000,000 or the equivalent in  
one or more foreign currencies, currency units or composite currencies. The     
indentures do not limit the amount of debt securities that may be issued. The   
debt securities may be issued in one or more series with the same or various    
maturities, at a price of 100% of their principal amount or at a premium or a   
discount. Not all debt securities of any one series need be issued at the same  
time, and, unless otherwise provided, any series may be reopened, without the   
consents of the holders of debt securities of that series, for issuances of     
additional debt securities of that series. Except in the limited circumstances  
described below under "-- Covenants -- Limitation on Liens," the debt securities
will not be secured by any property or assets of the guarantor or the finance   
subsidiaries.                                                                   

    The terms of any authorized series of debt securities will be described in
a prospectus supplement. These terms will include some or all of the following: 

- the title, aggregate principal amount and denominations of the debt 
securities;                                                       

- the date or dates on which principal will be payable;               

    - the percentage of the principal amount at which the debt securities will
be issued and whether the debt securities will be "original issue 
    discount" securities for U.S. federal income tax purposes. If original
      issue discount debt securities are issued (securities that are issued at
     a substantial discount below their principal amount because they pay no
interest or pay interest that is below market rates at the time of
     issuance), the special U.S. federal income tax and other considerations
of a purchase of original issue discount debt securities will be  
described;                                                        

- the rate or rates, which may be fixed or variable, at which the debt
securities will bear interest;                                    

- the interest payment dates;                                         

- any optional or mandatory redemption terms;                         

- whether any sinking fund is required;                               

- the currency in which the debt securities will be denominated or    
principal, premium or interest will be payable, if other than U.S.
dollars;                                                          

   - whether the debt securities are to be issued as individual certificates
       to each holder or in the form of global certificates held by a depositary
on behalf of beneficial owners;                                   

- information describing any book-entry features;                     

   - whether and under what circumstances additional amounts will be paid on
       any debt securities as a result of withholding taxes and whether the debt
securities can be redeemed if additional amounts must be paid;    

 - the names and duties of any co-trustees, depositaries, authenticating
  agents, paying agents, transfer agents or registrars for any series;
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  - the applicability of the defeasance and covenant defeasance provisions
     described in this prospectus, or any modifications of those provisions;

- any deletions from, modifications of or additions to the events of  
default or covenants with respect to the debt securities; and     

- any other terms, conditions, rights or preferences of the debt      
securities.                                                       

     The prospectus supplement relating to any series of debt securities may add
to or change statements contained in this prospectus. The prospectus supplement 
may also include, if applicable, a discussion of certain U.S. federal income tax
and U.K. income tax considerations.                                             

GLAXOSMITHKLINE GUARANTEES                                                      

   Debt securities issued by us will be fully and unconditionally guaranteed
by GlaxoSmithKline. If for any reason, the applicable finance subsidiary does   
not make any required payment in respect of its debt securities when due,       
whether on the normal due date, on acceleration, redemption or otherwise,       
GlaxoSmithKline will cause the payment to be made to or to the order of the     
trustee. The holder of a guaranteed debt security will be entitled to payment   
under the relevant guarantee of GlaxoSmithKline without taking any action       
whatsoever against the finance subsidiary.                                      

PAYMENT AND TRANSFER                                                            

 The debt securities will be issued only as registered securities, which
means that the name of the holder will be entered in a register that will be    
kept by the trustee or another agent appointed by us. Unless stated otherwise in
a prospectus supplement, and except as described under "-- Book-Entry System"   
below, payments of principal, interest and additional amounts, if any, will be  
made at the office of the paying agent or agents named in the prospectus        
supplement or by check mailed to you at your address as it appears in the       
register.                                                                       

     Unless other procedures are described in a prospectus supplement and except
as described under "-- Book Entry System" below, you will be able to transfer   
registered debt securities at the office of the transfer agent or agents named  
in the prospectus supplement. You may also exchange registered debt securities  
at the office of the transfer agent for an equal aggregate principal amount of  
registered debt securities of the same series having the same maturity date,    
interest rate and other terms as long as the debt securities are issued in      
authorized denominations.                                                       

    Neither we nor the trustee will impose any service charge for any transfer
or exchange of a debt security; however, we may ask you to pay any taxes or     
other governmental charges in connection with a transfer or exchange of debt    
securities.                                                                     

BOOK-ENTRY SYSTEM                                                               

    Debt securities may be issued under a book-entry system in the form of one
or more global securities. The global securities will be registered in the name 
of a depositary or its nominee and deposited with that depositary or its        
custodian. Unless stated otherwise in the prospectus supplement, The Depository 
Trust Company, New York, New York, or DTC, will be the depositary if a          
depositary is used.                                                             

DTC has advised us as follows:                                        

- DTC is a limited-purpose trust company organized under the New York 
      Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing  
     corporation" within the meaning of the New York Uniform Commercial Code
      and a "clearing agency" registered pursuant to the provisions of Section
17A of the Exchange Act;                                          

    - DTC was created to hold securities of its participants and to facilitate
the clearance and settlement of securities transactions, such as  
      transfers and pledges, among its participants in such securities through

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electronic computerized book-entry changes in accounts of the     
 participants, thereby eliminating the need for physical movement of
securities certificates;                                          

   - DTC's participants include securities brokers and dealers, banks, trust
       companies, clearing corporations and certain other organizations, some of
whom (and/or their representatives) own DTC; and                  

  - access to DTC's book-entry system is also available to others, such as
banks, brokers, dealers and trust companies that clear through or 
      maintain a custodial relationship with a participant, either directly or
indirectly.                                                       

  According to DTC, the foregoing information with respect to DTC has been
provided to the financial community for informational purposes only and is not  
intended to serve as a representation, warranty or contract modification of any 
kind.                                                                           

Following the issuance of a global security in registered form, the   
depositary will credit the accounts of its participants with the debt securities
upon our instructions. Only persons who hold directly or indirectly through     
financial institutions that are participants in the depositary can hold         
beneficial interests in the global securities. Since the laws of some           
jurisdictions require certain types of purchasers to take physical delivery of  
such securities in definitive form, you may encounter difficulties in your      
ability to own, transfer or pledge beneficial interests in a global security.   

So long as the depositary or its nominee is the registered owner of a 
global security, we and the trustee will treat the depositary as the sole owner 
or holder of the debt securities for purposes of the applicable indenture.      
Therefore, except as set forth below, you will not be entitled to have debt     
securities registered in your name or to receive physical delivery of           
certificates representing the debt securities. Accordingly, you will have to    
rely on the procedures of the depositary and the participant in the depositary  
through whom you hold your beneficial interest in order to exercise any rights  
of a holder under the indenture. We understand that under existing practices,   
the depositary would act upon the instructions of a participant or authorize    
that participant to take any action that a holder is entitled to take.          

     We will make all payments of principal, interest and additional amounts, if
any, on the debt securities to the depositary. It is expected that the          
depositary will then credit participants' accounts proportionately with these   
payments on the payment date and that the participants will in turn credit their
customers' accounts in accordance with their customary practices. Neither we nor
the trustee will be responsible for making any payments to participants or      
customers of participants or for maintaining any records relating to the        
holdings of participants and their customers, and you will have to rely on the  
procedures of the depositary and its participants.                              

 Global securities are generally not transferable. Physical certificates
will be issued to beneficial owners of a global security if:                    

    - the depositary notifies us that it is unwilling or unable to continue as
      depositary and we do not or cannot appoint a successor depositary within
90 days;                                                          

- the depositary ceases to be a clearing agency registered under the  
       Exchange Act and we do not appoint a successor depositary within 90 days;

    - an event of default has occurred and is continuing and beneficial owners
     representing a majority in principal amount of the applicable series of
debt securities have advised the depositary to cease acting as the
depositary; or                                                    

- we decide we do not want to have the debt securities of that series 
represented by a global security.                                 

CONSOLIDATION, MERGER OR SALE                                                   

We and our finance subsidiaries will agree in the indentures not to   
consolidate with or merge with or into any other person or convey or transfer   
all or substantially all of our respective properties and assets to any person, 
unless:                                                                         

- we or the applicable finance subsidiary, as the case may be, are the
   continuing person, or the successor expressly assumes by supplemental
indenture our obligations under the applicable indenture;         

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- the continuing person is a U.S. or U.K. company or is organized and 
validly existing under the laws of a jurisdiction that is a member
      country of the Organisation for Economic Cooperation and Development (or
     any successor) and, if it is not a U.S. or U.K. company, the continuing
person agrees by supplemental indenture to be bound by a covenant 
  comparable to that described below under "-- Covenants -- Payment of
 Additional Amounts" with respect to taxes imposed in the continuing
 person's jurisdiction of organization (in which case the continuing
       person will benefit from a redemption option comparable to that described
  below under "-- Optional Redemption for Tax Reasons" in the event of
changes in taxes in that jurisdiction after the date of the       
consolidation, merger or sale);                                   

   - immediately after the transaction, no default under the debt securities
has occurred and is continuing; and                               

- we deliver to the trustee an officer's certificate and, if we or the
     applicable finance subsidiary are not the continuing person, an opinion
of counsel, in each case stating that the transaction and the     
       supplemental indenture, if required, comply with these provisions and the
indenture.                                                        

COVENANTS                                                                       

PAYMENT OF ADDITIONAL AMOUNTS                                               

  Payments made by us under or with respect to the debt securities will be
free and clear of and without withholding or deduction for or on account of any 
present or future tax, duty, levy, impost, assessment or other governmental     
charge of any nature whatsoever imposed or levied by or on behalf of (i) the    
government of the United Kingdom or of any territory of the United Kingdom or by
any authority or agency therein or thereof having power to tax or (ii) the      
government of the United States or any state or territory of the United States  
or by any authority or agency therein or thereof having the power to tax, which 
we refer to collectively as "Taxes," unless we are required to withhold or      
deduct Taxes by law.                                                            

  If we are required to withhold or deduct any amount for or on account of
Taxes from any payment made with respect to the debt securities, we will pay    
such additional amounts as may be necessary so that the net amount received by  
each holder (including additional amounts) after such withholding or deduction  
will not be less than the amount the holder would have received if the Taxes had
not been withheld or deducted; provided that no additional amounts will be      
payable with respect to Taxes:                                                  

    - that would not have been imposed but for the existence of any present or
   former connection between such holder or beneficial owner of the debt
 securities (or between a fiduciary, settlor, beneficiary, member or
     shareholder of, or possessor of a power over, such holder or beneficial
owner, if such holder or beneficial owner is an estate, trust,    
     partnership or corporation) and the United Kingdom or the United States
or any political subdivision or territory or possession thereof or
therein or area subject to its jurisdiction, including, without   
      limitation, such holder or beneficial owner (or such fiduciary, settlor,
   beneficiary, member, shareholder or possessor) being or having been a
       citizen or resident thereof or treated as a resident thereof or domiciled
      thereof or a national thereof or being or having been present or engaged
in trade or business therein or having or having had a permanent  
establishment therein;                                            

   - that are estate, inheritance, gift, sales, transfer, personal property,
wealth or similar taxes, duties, assessments or other governmental
charges;                                                          

- payable other than by withholding from payments of principal of or  
interest on the debt securities;                                  

  - that would not have been imposed but for the failure of the applicable
recipient of such payment to comply with any certification,       
       identification, information, documentation or other reporting requirement
to the extent:                                                    

 - such compliance is required by applicable law or administrative
         practice or an applicable treaty as a precondition to exemption from,
        or reduction in, the rate of deduction or withholding of such Taxes;
and                                                         

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      - at least 30 days before the first payment date with respect to which
   such additional amounts shall be payable, we have notified such
       recipient in writing that such recipient is required to comply with
such requirement;                                           

- that would not have been imposed but for the presentation of a debt 
       security (where presentation is required) for payment on a date more than
    30 days after the date on which such payment became due and payable or
the date on which payment thereof was duly provided for, whichever
occurred later;                                                   

 - that are imposed on a payment to an individual and are required to be
      made pursuant to any European Union directive on the taxation of savings
income relating to the proposal for a directive on the taxation of
    savings income published by the ECOFIN Council on December 13, 2001 or
     otherwise implementing the conclusions of the ECOFIN Council meeting of
 November 26-27, 2000, or any law implementing or complying with, or
introduced in order to conform to, such a directive;              

- that would not have been imposed if presentation for payment of the 
     relevant debt securities had been made to a paying agent other than the
paying agent to which the presentation was made; or               

- any combination of the foregoing items;                             

nor shall additional amounts be paid with respect to any payment of the         
principal of or interest on any debt security to any such holder who is a       
fiduciary or a partnership or a beneficial owner who is other than the sole     
beneficial owner of such payment to the extent a beneficiary or settlor with    
respect to such fiduciary or a member of such partnership or a beneficial owner 
would not have been entitled to such additional amounts had it been the holder  
of the debt security.                                                           

  We have agreed in each indenture that at least one paying agent for each
series of debt securities will be located outside the United Kingdom. We have   
also agreed that, if the conclusions of the ECOFIN Council meeting of November  
26-27, 2000 are implemented, and if we maintain a paying agent with respect to a
particular series of debt securities in any member state of the European Union, 
we will maintain a paying agent in at least one member state (other than the    
United Kingdom) that will not be obliged to withhold or deduct taxes pursuant to
the European Union directive on the taxation of savings proposed at the ECOFIN  
Council meeting of November 26-27, 2000, provided there is at least one member  
state that does not require a paying agent to withhold or deduct pursuant to    
such directive.                                                                 

   Our obligation to pay additional amounts if and when due will survive the
termination of the indentures and the payment of all amounts in respect of the  
debt securities.                                                                

LIMITATION ON LIENS                                                           

We may not, and we may not permit any of our subsidiaries to, incur or
assume any lien on or with respect to any of our or our subsidiaries' property, 
assets or revenues, present or future, to secure any relevant indebtedness (as  
this term is defined below) without making (or causing our subsidiaries to make)
effective provision for securing the debt securities equally and ratably with   
such relevant indebtedness as to such property, assets or revenues, for as long 
as such relevant indebtedness is so secured.                                    

The restrictions on liens will not apply to:                          

- liens arising by operation of law;                                  

- liens on property, assets or revenues of any person, which liens are
existing at the time such person becomes a subsidiary; and        

  - liens on property, assets or revenues of a person existing at the time
      such person is merged with or into or consolidated with us or any of our
     subsidiaries or at the time of a sale, lease or other disposition to us
 of the properties of a person as an entirety or substantially as an
entirety.                                                         

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For purposes of the limitation on liens covenant, the term "relevant  
indebtedness" means any of our debt that:                                       

    - is in the form of or represented by bonds, notes, loan stock, depositary
  receipts or other securities issued (otherwise than to constitute or
represent advances made by banks or other lending institutions);  

   - is denominated in, or confers any right of payment by reference to, any
    currency other than the currency of the country in which the issuer of
     the indebtedness has its principal place of business, or is denominated
     in or by reference to the currency of such country but more than 20% of
     which is placed or offered for subscription or sale by or on behalf of,
or by agreement with, the issuer outside such country; and        

    - at its date of issue is, or is intended by the issuer to become, quoted,
       listed, traded or dealt in on any stock exchange, over-the-counter market
or other securities market.                                       

ADDITIONAL COVENANTS                                                          

    We may be subject to additional covenants, including restrictive covenants
in respect of a particular series of debt securities. Such additional covenants 
will be set forth in the applicable prospectus supplement and, to the extent    
necessary, in the supplemental indenture or board resolution relating to that   
series of debt securities.                                                      

OPTIONAL REDEMPTION FOR TAX REASONS                                             

     We may redeem any series of debt securities in whole but not in part at any
time, on giving not less than 30 nor more than 60 days' notice of such          
redemption, at a redemption price equal to the principal amount plus accrued    
interest, if any, to the date fixed for redemption (except in the case of       
discounted debt securities, which may be redeemed at the redemption price       
specified by the terms of each series of such debt securities), if:             

    - we determine that, as a result of any change in or amendment to the laws
or any regulations or rulings promulgated thereunder of the United
      Kingdom (or of any political subdivision or taxing authority thereof) or
    the United States (or of any political subdivision or taxing authority
      thereof), or any change in the application or official interpretation of
    such laws, regulations or rulings, or any change in the application or
  official interpretation of, or any execution of or amendment to, any
       treaty or treaties affecting taxation to which any such jurisdiction is a
       party, which change, execution or amendment becomes effective on or after
   the issue date or such other date specified in the debt securities of
that series:                                                      

    - we would be required to pay additional amounts (as described under
          "-- Covenants -- Payment of Additional Amounts" above) with respect to
          that series of debt securities on the next succeeding interest payment
        date and the payment of such additional amounts cannot be avoided by
the use of reasonable measures available to us, or          

   - withholding tax has been or would be required to be withheld with
       respect to interest income received or receivable by the applicable
         finance subsidiary directly from the guarantor (or any affiliate) and
   such withholding tax obligation cannot be avoided by the use of
         reasonable measures available to the applicable finance subsidiary or
the guarantor (or any affiliate); or                        

    - we determine, based upon an opinion of independent counsel of recognized
    standing that, as a result of any action taken by any legislative body
    of, taxing authority of, or any action brought in a court of competent
     jurisdiction, in the United Kingdom (or of any political subdivision or
 taxing authority thereof) or the United States (or of any political
      subdivision or taxing authority thereof) (whether or not such action was
       taken or brought with respect to the applicable finance subsidiary or the
     guarantor), which action is taken or brought on or after the issue date
       or such other date specified in the debt securities of that series, there
       is a substantial probability that the circumstances described above would
      exist; provided, however, that no such notice of redemption may be given
  earlier than 90 days prior to the earliest date on which we would be
obligated to pay such additional amounts. We                      

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      will also pay to each holder, or make available for payment to each such
      holder, on the redemption date any additional amounts resulting from the
payment of such redemption price.                                 

Prior to the publication of any notice of redemption, we will deliver to the    
trustee:                                                                        

- an officer's certificate stating that we are entitled to effect a   
redemption and setting forth a statement of facts showing that the
conditions precedent of the right so to redeem have occurred; or  

   - an opinion of counsel to the effect that the conditions specified above
have been satisfied.                                              

Any notice of redemption will be irrevocable once we deliver it to the trustee. 

EVENTS OF DEFAULT                                                               

    Unless otherwise specified in a prospectus supplement, an event of default
with respect to a series of debt securities occurs upon:                        

- default in payment of the principal (or premium, if any) of any debt
security of that series when due (including as a sinking fund     
installment), and, in the case of technical or administrative     
      difficulties, the continuance of that default for more than two business
days;                                                             

  - default in payment of interest on or any additional amounts payable in
       respect of any debt security of that series when due and payable, and the
continuance of that default for 30 days;                          

   - default in performing any other covenant in the indenture applicable to
  that series for 60 days after the receipt of written notice from the
trustee or from the holders of 25% in principal amount of the debt
securities of that series;                                        

     - failure to pay indebtedness for borrowed money of the guarantor or either
      finance subsidiary (not including any indebtedness for which recourse is
limited to property purchased) having in any particular case an   
      outstanding principal amount in excess of $25,000,000 (or its equivalent
in any other currency) where any such failure results in such     
      indebtedness being accelerated and becoming due and payable prior to its
    stated maturity and such acceleration shall not have been rescinded or
annulled or such indebtedness shall not have been discharged;     

- certain events of bankruptcy, insolvency or reorganization of the   
guarantor or the finance subsidiaries; or                         

- any other event of default provided with respect to that particular 
series of debt securities.                                        

  Any additional or different events of default applicable to a particular
series of debt securities will be described in the prospectus supplement        
relating to such series.                                                        

    An event of default with respect to a particular series of debt securities
will not necessarily constitute an event of default with respect to any other   
series of debt securities.                                                      

  The trustee may withhold notice to the holders of debt securities of any
default (except in the payment of principal, premium or interest) if it         
considers such withholding of notice to be in the best interests of the holders.
A default is any event which is an event of default described above or would be 
an event of default but for the giving of notice or the passage of time.        

    If an event of default occurs and continues, the trustee or the holders of
the aggregate principal amount of the debt securities specified below may       
require the relevant issuer to repay immediately, or accelerate:                

- the entire principal of the debt securities of such series; or      

- if the debt securities are original issue discount securities, such 
       portion of the principal as may be described in the applicable prospectus
supplement.                                                       

If the event of default occurs because of a default in a payment of   
principal or interest on the debt securities, then the trustee or the holders of
at least 25% of the aggregate principal amount of debt securities of that series
can accelerate that series of debt securities. If the event of default occurs   
because of a failure to                                                         
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perform any other covenant in the applicable indenture or any covenant for the  
benefit of one or more, but not all, of the series of debt securities, then the 
trustee or the holders of at least 25% of the aggregate principal amount of debt
securities of all series affected, voting as one class, can accelerate all of   
the affected series of debt securities. If the event of default occurs because  
of bankruptcy proceedings, then all of the debt securities under the indenture  
will be accelerated automatically. Therefore, except in the case of a default on
a payment of principal or interest on the debt securities of your series or a   
default due to our bankruptcy or insolvency, it is possible that you may not be 
able to accelerate the debt securities of your series because of the failure of 
holders of other series to take action.                                         

 The holders of a majority of the aggregate principal amount of the debt
securities of all affected series, voting as one class, can rescind this        
accelerated payment requirement or waive any past default or event of default or
allow noncompliance with any provision of the applicable indenture. However,    
they cannot waive a default in payment of principal of, premium, if any, or     
interest on any of the debt securities when due otherwise than as a result of   
acceleration.                                                                   

 After an event of default, the trustee must exercise the same degree of
care a prudent person would exercise under the circumstances in the conduct of  
her or his own affairs. Subject to these requirements, the trustee is not       
obligated to exercise any of its rights or powers under the applicable indenture
at the request, order or direction of any holders, unless the holders offer the 
trustee reasonable indemnity. If they provide this reasonable indemnity, the    
holders of a majority in principal amount of all affected series of debt        
securities, voting as one class, may direct the time, method and place of       
conducting any proceeding for any remedy available to the trustee, or exercising
any power conferred upon the trustee, for any series of debt securities.        
However, the trustee may refuse to follow any direction that conflicts with law 
or the indenture or is unduly prejudicial to the rights of other holders.       

No holder will be entitled to pursue any remedy with respect to the   
indenture unless the trustee fails to act for 60 days after it is given:        

- notice of default by that holder;                                   

 - a written request to enforce the indenture by the holders of not less
    than 25% in principal amount of all outstanding debt securities of any
affected series; and                                              

- an indemnity to the trustee, satisfactory to the trustee;           

and during this 60-day period the holders of a majority in principal amount of  
all outstanding debt securities of such affected series do not give a direction 
to the trustee that is inconsistent with the enforcement request. These         
provisions will not prevent any holder of debt securities from enforcing payment
of the principal of (and premium, if any) and interest on the debt securities at
the relevant due dates.                                                         

   If an event of default with respect to a series of debt securities occurs
and is continuing, the trustee will mail to the holders of those debt securities
a notice of the event of default within 90 days after it occurs. However, except
in the case of a default in any payment in respect of a series of debt          
securities, the trustee shall be protected in withholding notice of an event of 
default if it determines in good faith that this is in the interests of the     
holders of the relevant debt securities.                                        

MODIFICATION OF THE INDENTURES                                                  

In general, rights and obligations of us and the holders under the    
indentures may be modified if the holders of a majority in aggregate principal  
amount of the outstanding debt securities of each series affected by the        
modification consent to such modification. However, each of the indentures      
provides that, unless each affected holder agrees, an amendment cannot:         

  - make any adverse change to any payment term of a debt security such as
     extending the maturity date, extending the date on which we have to pay
  interest or make a sinking fund payment, reducing the interest rate,
      reducing the amount of principal we have to repay, changing the currency
     in which we have to make any payment of principal, premium or interest,
  modifying any redemption or repurchase right to the detriment of the
   holder and impairing any right of a holder to bring suit for payment;
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- waive any payment default;                                          

- reduce the percentage of the aggregate principal amount of debt     
       securities needed to make any amendment to the applicable indenture or to
waive any covenant or default; or                                 

- make any other change to the amendment provisions of the applicable 
indenture.                                                        

However, if we and the trustee agree, the applicable indenture may be 
amended without notifying any holders or seeking their consent if the amendment 
does not materially and adversely affect any holder. We and the trustee are     
permitted to make modifications and amendments to the applicable indenture      
without the consent of any holder of debt securities for any of the following   
purposes:                                                                       

     - to cure any ambiguity, defect or inconsistency in the indenture; provided
     that such modifications or amendments will not materially and adversely
affect the interests of the holders of the debt securities;       

    - to comply with sections of the indenture governing when we may merge and
substituted obligors;                                             

- to comply with any requirements of the SEC in connection with the   
qualification of the indenture under the Trust Indenture Act;     

- to evidence and provide for the acceptance by a successor trustee of
    appointment under the indenture with respect to the debt securities of
any or all series;                                                

 - to establish the form or forms or terms of the debt securities of any
series or of the coupons appertaining to such debt securities as  
permitted under the indenture;                                    

     - to provide for uncertificated debt securities and to make all appropriate
changes for such purpose;                                         

     - to provide for a further guarantee from a third party on outstanding debt
     securities of any series and the debt securities of any series that may
be issued under the indenture;                                    

    - to change or eliminate any provision of the indenture; provided that any
     such change or elimination will become effective only when there are no
      outstanding debt securities of any series created prior to the execution
    of such supplemental indenture that is entitled to the benefit of such
provision;                                                        

  - to supplement any of the provisions of the indenture to such extent as
       will be necessary to permit or facilitate the defeasance and discharge of
    any series of debt securities pursuant to the indenture; provided that
       any such action will not adversely affect the interests of the holders of
     such or any other series of debt securities in any material respect; or

- to make any change that does not materially and adversely affect the
rights of any holder of the debt securities.                      

DEFEASANCE                                                                      

 The term defeasance means discharge from some or all of the obligations
under the indentures. If we deposit with the trustee sufficient cash or         
government securities to pay the principal, interest, any premium and any other 
sums due to the stated maturity date or a redemption date of the debt securities
of a particular series, then at our option:                                     

     - we will be discharged from our respective obligations with respect to the
debt securities of such series; or                                

    - we will no longer be under any obligation to comply with the restrictive
covenants, if any, contained in the applicable indenture and any  
 supplemental indenture or board resolution with respect to the debt
       securities of such series, and the events of default relating to failures
to comply with covenants will no longer apply to us.              

    If this happens, the holders of the debt securities of the affected series
will not be entitled to the benefits of the applicable indenture except for     
registration of transfer and exchange of debt securities and replacement        

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of lost, stolen or mutilated debt securities. Instead, the holders will only be 
able to rely on the deposited funds or obligations for payment.                 

     We must deliver to the trustee an opinion of counsel to the effect that the
deposit and related defeasance would not cause the holders of the debt          
securities to recognize income, gain or loss for U.S. federal income tax        
purposes. In the case of a complete discharge, we may, in lieu of an opinion of 
counsel, deliver a ruling to such effect received from or published by the U.S. 
Internal Revenue Service.                                                       

SUBSTITUTION OF ISSUER                                                          

 We may at our option at any time, without the consent of any holders of
debt securities, cause GlaxoSmithKline or any other subsidiary of               
GlaxoSmithKline to assume the obligations of the relevant finance subsidiary    
under any series of debt securities, provided that the new obligor executes a   
supplemental indenture in which it agrees to be bound by the terms of those debt
securities and the relevant indenture. If                                       
the new obligor is not a U.S. or U.K. company, it must be a member of the       
Organisation for Economic                                                       
Cooperation and Development (or any successor) and it must also agree in the    
supplemental indenture to be bound by a covenant comparable to that described   
above under "-- Covenants -- Payment of Additional Amounts" with respect to     
taxes imposed in its jurisdiction of organization (in which case the new obligor
will benefit from a redemption option comparable to that described above under  
"-- Optional Redemption for Tax Reasons" in the event of changes in taxes in    
that jurisdiction after the date of the substitution). In the case of such a    
substitution, the relevant finance subsidiary will be relieved of any further   
obligation under the assumed series of debt securities.                         

INFORMATION CONCERNING THE TRUSTEE                                              

     Citibank, N.A. will be the trustee. The trustee will be required to perform
only those duties that are specifically set forth in the indentures, except when
a default has occurred and is continuing with respect to the debt securities.   
After a default, the trustee must exercise the same degree of care that a       
prudent person would exercise under the circumstances in the conduct of her or  
his own affairs. Subject to these requirements, the trustee will be under no    
obligation to exercise any of the powers vested in it by the indentures at the  
request of any holder of debt securities unless the holder offers the trustee   
reasonable indemnity against the costs, expenses and liabilities that might be  
incurred by exercising those powers.                                            

Citibank has loaned money to GlaxoSmithKline and certain of our       
subsidiaries, and Citibank and its affiliates have provided other banking and   
related services to us and our subsidiaries in the past and may do so in the    
future as a part of their regular business.                                     

GOVERNING LAW                                                                   

The debt securities, the related guarantees and the indentures will be
governed by and construed in accordance with the laws of the State of New York. 

INCOME TAX CONSIDERATIONS 

   The applicable prospectus supplement will describe the principal U.K. tax
consequences to an investor who is not resident or deemed to be resident in the 
United Kingdom for U.K. tax purposes, who is a resident of the United States for
purposes of the United Kingdom-United States Income Tax Convention, who deals   
with us at arm's length for purposes of any U.K. income tax law at all times,   
and who meets certain other requirements, of acquiring, owning and disposing of 
debt securities, including whether the payment by us of principal (and premium, 
if any) and interest will be subject to U.K. withholding tax.                   

The applicable prospectus supplement may describe certain U.S. federal
income tax considerations relevant to a particular series of debt securities.   

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PLAN OF DISTRIBUTION

We may sell our securities through agents, underwriters, dealers or   
directly to purchasers.                                                         

Our agents may solicit offers to purchase our securities.             

  - We will name any agent involved in offering or selling our securities,
  and any commissions that we will pay to the agent, in our prospectus
supplement.                                                       

 - Unless we indicate otherwise in our prospectus supplement, our agents
   will act on a best efforts basis for the period of their appointment.

   - Our agents may be deemed to be underwriters under the Securities Act of
any of our securities that they offer or sell.                    

We may use an underwriter or underwriters in the offer or sale of our 
securities.                                                                     

     - If we use an underwriter or underwriters, we will execute an underwriting
      agreement with the underwriter or underwriters at the time that we reach
an agreement for the sale of our securities.                      

- We will include the names of the specific managing underwriter or   
   underwriters, as well as any other underwriters, and the terms of the
   transactions, including the compensation the underwriters and dealers
will receive, in our prospectus supplement.                       

- The underwriters will use our prospectus supplement to sell our     
securities.                                                       

     - If we use an underwriter or underwriters, the underwriter or underwriters
  will acquire our securities for their own account and may resell our
securities in one or more transactions, including negotiated      
   transactions. These sales will be made at a fixed price or at varying
prices determined at the time of the sale.                        

We may use a dealer to sell our securities.                           

 - If we use a dealer, we, as principal, will sell our securities to the
dealer.                                                           

    - The dealer will then sell our securities to the public at varying prices
 that the dealer will determine at the time it sells our securities.

    - We will include the name of the dealer and the terms of our transactions
with the dealer in our prospectus supplement.                     

We may solicit directly offers to purchase our securities, and we may 
directly sell our securities to institutional or other investors. We will       
describe the terms of our direct sales in our prospectus supplement.            

We may indemnify agents, underwriters and dealers against certain     
liabilities, including liabilities under the Securities Act. Our agents,        
underwriters and dealers, or their affiliates, may be customers of, engage in   
transactions with or perform services for, us or our subsidiaries and affiliates
in the ordinary course of business.                                             

   We may authorize our agents and underwriters to solicit offers by certain
institutions to purchase our securities at the public offering price under      
delayed delivery contracts.                                                     

    - If we use delayed delivery contracts, we will disclose that we are using
     them in the prospectus supplement and will tell you when we will demand
payment and delivery of the securities under the delayed delivery 
contracts.                                                        

   - These delayed delivery contracts will be subject only to the conditions
that we set forth in the prospectus supplement.                   

- We will indicate in our prospectus supplements the commission that  
  underwriters and agents soliciting purchases of our securities under
delayed delivery contracts will be entitled to receive.           

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VALIDITY OF SECURITIES

  Cleary, Gottlieb, Steen & Hamilton, our U.S. and U.K. counsel, will pass
upon the validity of the debt securities and guarantees as to matters of U.S.   
and English law. Sidley Austin Brown & Wood LLP will pass upon the validity of  
the debt securities and guarantees under U.S. law and English law for any agents
or underwriters. Cleary, Gottlieb, Steen & Hamilton and Sidley Austin Brown &   
Wood LLP regularly provide legal services to us and our subsidiaries and        
affiliates.                                                                     

EXPERTS 

  Our consolidated financial statements incorporated into this prospectus,
and the registration statement of which this prospectus is a part, by reference 
to our annual report on Form 20-F for the year ended December 31, 2002 have been
so incorporated in reliance on the report (which contains an explanatory        
paragraph to reference Note 37 to the consolidated financial statements that    
describes the financial statement impacts of the differences in generally       
accepted accounting principles in the United Kingdom as compared with those in  
the United States) of PricewaterhouseCoopers LLP, independent chartered         
accountants and registered auditors, given on their authority as experts in     
auditing and accounting.                                                        

LIMITATIONS ON ENFORCEMENT OF U.S. LAWS 

   We are a global pharmaceutical and health-care products company domiciled
in the United Kingdom. Many of our directors and executive officers (as well as 
certain directors, managers and executive officers of our finance subsidiaries),
and certain experts named in this prospectus, reside outside the United States, 
and all or a substantial portion of our assets and the assets of such persons   
are located outside the United States. As a result, it may be difficult for you 
to serve legal process on us or our directors and executive officers (as well as
certain directors, managers and executive officers of the finance subsidiaries) 
or have any of them appear in a U.S. court. There is some doubt as to the       
enforceability in the United Kingdom, in original actions or in actions for     
enforcement of judgments of U.S. courts, of civil liabilities based solely on   
the federal securities laws of the United States. In addition, awards for       
punitive damages in actions brought in the United States or elsewhere may be    
unenforceable in the United Kingdom.                                            

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PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 8.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                              

GLAXOSMITHKLINE AND GLAXOSMITHKLINE CAPITAL PLC                                 

 Article 154 of GlaxoSmithKline's Articles and Memorandum of Association
currently provides that GlaxoSmithKline shall indemnify directors and officers  
to the extent permitted by law.                                                 

Article 12 of GlaxoSmithKline Capital plc's Articles of Association   
currently provides that GlaxoSmithKline Capital plc shall indemnify directors   
and officers to the extent permitted by law.                                    

GlaxoSmithKline and GlaxoSmithKline Capital plc have agreed with their
directors and officers to indemnify them, to the extent permitted by law and    
subject to certain limitations, against all costs reasonably incurred by any    
such director or officer in an action or proceeding to which the director or    
officer was made a party by reason of the director or officer being an officer  
and/or director of (a) the company or (b) if at the company's request, an       
organization of which it is a shareholder or creditor.                          

GlaxoSmithKline maintains insurance relating to certain liabilities of
GlaxoSmithKline plc and its subsidiaries, including GlaxoSmithKline Capital plc 
and GlaxoSmithKline Capital Inc., that its directors and officers may incur in  
such capacity.                                                                  

     English law does not permit a company to indemnify a director or an officer
of the company against any liability which by virtue of any rule of law would   
otherwise attach to him or her in respect of negligence, default, breach of duty
or breach of trust in relation to the company except liability incurred by such 
director or officer in defending any legal proceeding (whether civil or         
criminal) in which judgment is given in his or her favor or in which he or she  
is acquitted or in certain instances where, although he or she is liable, a     
court finds that such director or officer acted honestly and reasonably and that
having regard to all the circumstances he or she ought fairly to be excused and 
relief is granted by the court.                                                 

 Section 310 of the Companies Act 1985 of Great Britain, as amended (the
"Companies Act"), provides as follows:                                          

     "1. This section applies to any provision, whether contained in a
  company's articles or in any contract with the company or otherwise, for
   exempting any officer of the company or any person (whether an officer or
    not) employed by the company as auditor from, or indemnifying him against,
    any liability which by virtue of any rule of law would otherwise attach to
him in respect of any negligence, default, breach of duty or breach of
trust of which he may be guilty in relation to the company.           

          "2. Except as provided by the following subsection, any such provision
is void.                                                              

"3. This section does not prevent a company --              

             (a) from purchasing and maintaining for any such officer or auditor
insurance against any such liability, or                        

       (b) from indemnifying any such officer or auditor against any
liability incurred by him --                                    

               (i) in defending any proceedings (whether civil or criminal) in
  which judgment is given in his favour or he is acquitted, or

               (ii) in connection with any application under section 144(3) or
    (4) (acquisition of shares by innocent nominee) or section 727
     (general power to grant relief in case of honest and reasonable
conduct) in which relief is granted to him by the court." 

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Section 727 of the Companies Act provides as follows:                 

"727. Power of court to grant relief in certain circumstances:        

         "(1) If in any proceedings for negligence, default, breach of duty or
   breach of trust against an officer of a company or a person employed by a
   company as auditor (whether he is or is not an officer of the company) it
     appears to the court hearing the case that that officer or person is or may
   be liable in respect of the negligence, default, breach of duty or breach
  of trust, but that he has acted honestly and reasonably, and that having
     regard to all the circumstances of the case (including those connected with
     his appointment) he ought fairly to be excused for the negligence, default,
breach of duty or breach of trust, that court may relieve him, either 
wholly or partly, from his liability on such terms as it thinks fit.  

      (2) If any such officer or person as above-mentioned has reason to
  apprehend that any claim will or might be made against him in respect of
     any negligence, default, breach of duty or breach of trust, he may apply to
   the court for relief; and the court on the application has the same power
 to relieve him as under this section it would have had if it had been a
     court before which proceedings against that person for negligence, default,
breach of duty or breach of trust had been brought.                   

        (3) Where a case to which subsection (1) applies is being tried by a
 judge with a jury, the judge, after hearing the evidence, may, if he is
satisfied that the defendant or defender ought in pursuance of that   
 subsection to be relieved either in whole or in part from the liability
  sought to be enforced against him, withdraw the case in whole or in part
     from the jury and forthwith direct judgment to be entered for the defendant
   or defender on such terms as to costs or otherwise as the judge may think
proper."                                                              

GLAXOSMITHKLINE CAPITAL INC.                                                    

    Section 7 of Article 7 of GlaxoSmithKline Capital Inc.'s By-Laws currently
provides that GlaxoSmithKline Capital Inc. shall indemnify directors and        
officers to the extent permitted by law.                                        

 GlaxoSmithKline and GlaxoSmithKline Capital Inc. have agreed with their
directors and officers to indemnify them, to the extent permitted by law and    
subject to certain limitations, against all costs reasonably incurred by any    
such director or officer in an action or proceeding to which the director or    
officer was made a party by reason of the director or officer being an officer  
and/or director of (a) GlaxoSmithKline Capital Inc. or (b) if at GlaxoSmithKline
Capital Inc.'s request, an organization of which it is a shareholder or         
creditor.                                                                       

Section 145 of the Delaware General Corporation Law provides that a   
corporation may indemnify directors and officers as well as other employees and 
individuals against expenses (including attorneys' fees), judgments, fines and  
amounts paid in settlement actually and reasonably incurred by such person in   
connection with any threatened, pending or completed actions, suits or          
proceedings in which such person is made a party by reason of such person being 
or having been a director or officer of such corporation. The statute provides  
that it is not exclusive of other rights to which those seeking indemnification 
may be entitled under any by-law, agreement, vote of stockholders or            
disinterested directors or otherwise.                                           

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ITEM 9.  EXHIBITS                                                               

                                                                [Download Table]

EXHIBIT                                                                  
  NO.                          DESCRIPTION OF DOCUMENT                   
-------                        -----------------------                   
                                                                         
  1.1*       Form of Underwriting Agreement among GlaxoSmithKline Capital
             Inc., GlaxoSmithKline plc, as guarantor, and the            
             Representatives of the Underwriters.                        
  1.2*       Form of Underwriting Agreement among GlaxoSmithKline Capital
             plc, GlaxoSmithKline plc, as guarantor, and the             
             Representatives of the Underwriters.                        
  4.1*       Form of Indenture among GlaxoSmithKline Capital Inc.,       
             Citibank, N.A., as trustee, and GlaxoSmithKline plc, as     
             guarantor.                                                  
  4.2*       Form of Indenture among GlaxoSmithKline Capital plc,        
             Citibank, N.A., as trustee, and GlaxoSmithKline plc, as     
             guarantor.                                                  
  4.3*       Form of Guaranteed Debt Security of GlaxoSmithKline Capital 
             Inc.                                                        
  4.4*       Form of Guaranteed Debt Security of GlaxoSmithKline Capital 
             plc.                                                        
  4.5*       Articles of Association of GlaxoSmithKline plc (incorporated
             by reference to Exhibit 1 to GlaxoSmithKline plc's Annual   
             Report on Form 20-F, filed with the SEC on March 28, 2003,  
             File No. 1-15170).                                          
  5.1*       Opinion of Cleary, Gottlieb, Steen & Hamilton, special U.S. 
             counsel to GlaxoSmithKline plc, GlaxoSmithKline Capital Inc.
             and GlaxoSmithKline Capital plc.                            
  5.2*       Opinion of Cleary, Gottlieb, Steen & Hamilton, special U.K. 
             counsel to GlaxoSmithKline plc, GlaxoSmithKline Capital Inc.
             and GlaxoSmithKline Capital plc.                            
 23.1*       Consent of Cleary, Gottlieb, Steen & Hamilton (included in  
             Exhibit 5.1).                                               
 23.2        Consent of PricewaterhouseCoopers LLP.                      
 23.3*       Consent of Cleary, Gottlieb, Steen & Hamilton (included in  
             Exhibit 5.2).                                               
 24.1*       Powers of Attorney (included on the signature pages of this 
             registration statement).                                    
 25.1*       Statement of Eligibility under the Trust Indenture Act of   
             1939, as amended, of Citibank, N.A., as trustee, under the  
             GlaxoSmithKline Capital Inc. Indenture.                     
 25.2*       Statement of Eligibility under the Trust Indenture Act of   
             1939, as amended, of Citibank, N.A., as trustee, under the  
             GlaxoSmithKline Capital plc Indenture.                      

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

* Previously filed.                                                             

ITEM 10.  UNDERTAKINGS                                                          

(a) The undersigned registrants hereby undertake:                     

     (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;      

           (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;                                         

             (ii) To reflect in the prospectus any facts or events arising after
    the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the 
      aggregate, represent a fundamental change in the information set forth
 in the registration statement. Notwithstanding the foregoing, any
  increase or decrease in volume of securities offered (if the total
  dollar value of securities offered would not exceed that which was
       registered) and any deviation from the low or high end of the estimated
       maximum offering range may be reflected in the form of prospectus filed
     with the Commission pursuant to Rule 424(b) if, in the aggregate, the
      changes in volume and price represent no more than a 20 percent change
        in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

            (iii) To include any material information with respect to the plan
      of distribution not previously disclosed in the registration statement
or any material change to such information in the registration  

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      statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a    
     post-effective amendment by those paragraphs is contained in periodic
    reports filed with or furnished to the Commission by GlaxoSmithKline
      pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this registration 
statement.                                                      

    (2) That, for the purpose of determining any liability under the
    Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered 
   therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.                         

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the     
termination of the offering.                                          

          (4) In the case of GlaxoSmithKline, to file a post-effective amendment
    to the registration statement to include any financial statements required
by Item 8.A. of Form 20-F at the start of any delayed offering or     
throughout a continuous offering. Financial statements and information
   otherwise required by Section 10(a)(3) of the Securities Act of 1933 need
not be furnished, provided, that GlaxoSmithKline includes in the      
  prospectus, by means of a post-effective amendment, financial statements
    required pursuant to this paragraph (a)(4) and other information necessary
to ensure that all other information in the prospectus is at least as 
current as the date of those financial statements. Notwithstanding the
foregoing, a post-effective amendment need not be filed to include    
  financial statements and information required by Section 10(a)(3) of the
Securities Act of 1933 or Item 8.A. of Form 20-F if such financial    
    statements and information are contained in periodic reports filed with or
  furnished to the Commission by GlaxoSmithKline pursuant to Section 13 or
    Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.                          

(b) The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of      
GlaxoSmithKline's annual report pursuant to Section 13(a) or Section 15(d) of   
the Securities Exchange Act of 1934 (and, where applicable, each filing of an   
employee benefit plan's annual report pursuant to Section 15(d) of the          
Securities Exchange Act of 1934) that is incorporated by reference in this      
registration statement shall be deemed to be a new registration statement       
relating to the securities offered herein, and the offering of such securities  
at that time shall be deemed to be the initial bona fide offering thereof.      

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of  
the Registrants pursuant to the provisions in Item 8 above, or otherwise, the   
registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the    
Securities Act of 1933 and is, therefore, unenforceable. In the event that a    
claim for indemnification against such liabilities (other than the payment by   
the registrants of expenses incurred or paid by a director, officer or          
controlling person of the registrants in the successful defense of any action,  
suit or proceeding) is asserted by such director, officer or controlling person 
in connection with the securities being registered, the registrants will, unless
in the opinion of their counsel the matter has been settled by controlling      
precedent, submit to a court of appropriate jurisdiction the question whether   
such indemnification by them is against public policy as expressed in the       
Securities Act of 1933 and will be governed by the final adjudication of such   
issue.                                                                          

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in London, England, on the 17th day of March, 2004.                 

                       GLAXOSMITHKLINE PLC

                                    By:  /s/ Dr. Jean-Pierre Garnier
                                            ------------------------------------
                                     Name: Dr. Jean-Pierre Garnier
                                           Title:  Chief Executive Officer and
                                  Executive Director

Pursuant to the requirements of the Securities Act of 1933, this      
registration statement has been signed by the following persons in the following
capacities in respect of GlaxoSmithKline plc on the 17th day of March, 2004.    

                                                        [Enlarge/Download Table]

                       SIGNATURE                                       TITLE                      
                       ---------                                       -----                      
                                                                                                  

                       *                          Non-Executive Chairman of the Board of Directors
------------------------------------------------                                                  
              Sir Christopher Hogg                                                                

                       *                            Chief Executive Officer (principal executive  
------------------------------------------------          officer) and Executive Director         
            Dr. Jean-Pierre Garnier                                                               

                       *                          Chief Financial Officer (principal financial and
------------------------------------------------     accounting officer) and Executive Director   
                  John Coombe                                                                     

                                                               Non-Executive Director             
------------------------------------------------                                                  
              Dr. Michele Barzach                                                                 

                       *                                       Non-Executive Director             
------------------------------------------------                                                  
                H. Lawrence Culp                                                                  

                       *                                       Non-Executive Director             
------------------------------------------------                                                  
                 Crispin Davis                                                                    

                       *                                       Non-Executive Director             
------------------------------------------------                                                  
                 Sir Peter Job                                                                    

                                                               Non-Executive Director             
------------------------------------------------                                                  
                 John McArthur                                                                    

                                                               Non-Executive Director             
------------------------------------------------                                                  
                 Donald McHenry                                                                   

                                                               Non-Executive Director             
------------------------------------------------                                                  
                Sir Ian Prosser                                                                   

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                                                        [Enlarge/Download Table]

                       SIGNATURE                                      TITLE                     
                       ---------                                      -----                     
                                                                                                

                       *                                      Non-Executive Director            
------------------------------------------------                                                
              Dr. Ronaldo Schmitz                                                               

                       *                                      Non-Executive Director            
------------------------------------------------                                                
                Dr. Lucy Shapiro                                                                

                                                              Non-Executive Director            
------------------------------------------------                                                
               Sir Robert Wilson                                                                

                                                              Non-Executive Director            
------------------------------------------------                                                
              Dr. Tadataka Yamada                                                               

              /s/ DONALD F. PARMAN                   Vice President -- U.S. Legal Operations    
------------------------------------------------  Authorized Representative in the United States
                Donald F. Parman                                                                

*By:    /s/  DONALD F. PARMAN                                                   

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

Donald F. Parman, as                                          
attorney-in-fact                                          

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in London, England, on the 17th day of March, 2004.                 

                                GLAXOSMITHKLINE CAPITAL INC.

                              By:        /s/ JOHN COOMBE
                                            ------------------------------------
                         Name: John Coombe
                         Title:  President

Pursuant to the requirements of the Securities Act of 1933, this      
registration statement has been signed by the following persons in the following
capacities in respect of GlaxoSmithKline Capital Inc. on the 17th day of March, 
2004.                                                                           

                                                        [Enlarge/Download Table]

                       SIGNATURE                                        TITLE                       
                       ---------                                        -----                       
                                                                                                    

                       *                                               Director                     
------------------------------------------------                                                    
                Rupert M. Bondy                                                                     

                                                                       Director                     
------------------------------------------------                                                    
               Thomas M. Strauss                                                                    

                       *                             Director and President (Principal Executive    
------------------------------------------------  Officer, Principal Financial Officer and Principal
                  John Coombe                                    Accounting Officer)                

*By:    /s/  DONALD F. PARMAN                                                   

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

Donald F. Parman, as                                          
attorney-in-fact                                          

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in London, England, on the 17th day of March, 2004.                 

                               GLAXOSMITHKLINE CAPITAL PLC

                              By:        /s/ JOHN COOMBE
                                            ------------------------------------
                                           Name: John Coombe for and on behalf
                                          of Glaxo Group Limited
                                      Title:  Corporate Director

Pursuant to the requirements of the Securities Act of 1933, this      
registration statement has been signed by the following persons in the following
capacities in respect of GlaxoSmithKline Capital plc on the 17th day of March,  
2004.                                                                           

                                                        [Enlarge/Download Table]

                       SIGNATURE                                       TITLE                     
                       ---------                                       -----                     
                                                                                                 
              Glaxo Group Limited                                Corporate Director              

By:                        *                                                                     
       ------------------------------------------                                                
                Name: Victoria Llewellyn                                                         
              Title:  Assistant Secretary                                                        

  Edinburgh Pharmaceutical Industries Limited                    Corporate Director              

By:                        *                                                                     
       ------------------------------------------                                                
                Name: Victoria Llewellyn                                                         
              Title:  Assistant Secretary                                                        

              /s/ DONALD F. PARMAN                    Vice-President -- U.S. Legal Operations    
------------------------------------------------   Authorized Representative in the United States
                Donald F. Parman                                                                 

*By:    /s/  DONALD F. PARMAN                                                   

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

Donald F. Parman, as                                          
attorney-in-fact                                          

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INDEX TO EXHIBITS 

                                                                [Download Table]

EXHIBIT                                                                  
  NO.                          DESCRIPTION OF DOCUMENT                   
-------                        -----------------------                   
                                                                         
  1.1*       Form of Underwriting Agreement among GlaxoSmithKline Capital
             Inc., GlaxoSmithKline plc, as guarantor, and the            
             Representatives of the Underwriters.                        
  1.2*       Form of Underwriting Agreement among GlaxoSmithKline Capital
             plc, GlaxoSmithKline plc, as guarantor, and the             
             Representatives of the Underwriters.                        
  4.1*       Form of Indenture among GlaxoSmithKline Capital Inc.,       
             Citibank, N.A., as trustee, and GlaxoSmithKline plc, as     
             guarantor.                                                  
  4.2*       Form of Indenture among GlaxoSmithKline Capital plc,        
             Citibank, N.A., as trustee, and GlaxoSmithKline plc, as     
             guarantor.                                                  
  4.3*       Form of Guaranteed Debt Security of GlaxoSmithKline Capital 
             Inc.                                                        
  4.4*       Form of Guaranteed Debt Security of GlaxoSmithKline Capital 
             plc.                                                        
  4.5*       Articles of Association of GlaxoSmithKline plc (incorporated
             by reference to Exhibit 1 to GlaxoSmithKline plc's Annual   
             Report on Form 20-F, filed with the SEC on March 28, 2003,  
             File No. 1-15170).                                          
  5.1*       Opinion of Cleary, Gottlieb, Steen & Hamilton, special U.S. 
             counsel to GlaxoSmithKline plc, GlaxoSmithKline Capital Inc.
             and GlaxoSmithKline Capital plc.                            
  5.2*       Opinion of Cleary, Gottlieb, Steen & Hamilton, special U.K. 
             counsel to GlaxoSmithKline plc, GlaxoSmithKline Capital Inc.
             and GlaxoSmithKline Capital plc.                            
 23.1*       Consent of Cleary, Gottlieb, Steen & Hamilton (included in  
             Exhibit 5.1).                                               
 23.2        Consent of PricewaterhouseCoopers LLP.                      
 23.3*       Consent of Cleary, Gottlieb, Steen & Hamilton (included in  
             Exhibit 5.2).                                               
 24.1*       Powers of Attorney (included on the signature pages of this 
             registration statement).                                    
 25.1*       Statement of Eligibility under the Trust Indenture Act of   
             1939, as amended, of Citibank, N.A., as trustee, under the  
             GlaxoSmithKline Capital Inc. Indenture.                     
 25.2*       Statement of Eligibility under the Trust Indenture Act of   
             1939, as amended, of Citibank, N.A., as trustee, under the  
             GlaxoSmithKline Capital plc Indenture.                      

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

* Previously filed.                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘F-3/A’ Filing		Date		First		Last			Other Filings
Filed on:		3/17/04		1		2			6-K
		3/4/04		4					6-K
		12/31/03		4					20-F,  5
		6/30/03		4					6-K
		3/28/03		24		30			20-F,  6-K,  F-3
		12/31/02		4		21
		11/4/02		4					6-K
		1/1/02		6
		12/13/01		14
		12/31/00		6					4
		12/27/00		7
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