Director Shareholding

GlaxoSmithKline PLC
15 February 2005




Director's Interests



The three year performance period for the Performance Share Plan Awards granted
on 28th November 2001, commenced on 1st January 2002 and came to an end on the
31st December 2004.  The Remuneration Committee of the Board of GlaxoSmithKline
plc considered the performance achieved during this period and determined that
50% of these Awards would vest on the 11th February 2005.



There were two performance conditions attached to this award, the first
condition compared GlaxoSmithKline's total shareholder return (TSR) with the TSR
of companies in the FTSE 100 index.  For any of the awards to vest under this
condition, GlaxoSmithKline had to rank at least 50th against the index
companies.  None of the awards subject to this condition vested.  The second
condition, which applied to the balance of the award, was achieved in full.  The
condition required GlaxoSmithKline's business performance earnings per share
growth, excluding currency and exceptional items, to be at least nine percentage
points more than the increase in the UK Retail Price Index over the three year
performance period.



Consequently, I give below changes in the interests of the following directors
over Ordinary Shares and American Depositary Shares of GlaxoSmithKline plc.


Dr J-P Garnier               Final Award of 35,000 ADS Ordinary shares in the Company. Dr Garnier sold
                             15,201 of these at $46.67 to meet the resultant tax liability.
Dr Tachi Yamada              Final Award of 10,000 ADS Ordinary Shares in the Company. Dr Yamada
                             subsequently sold 4,343 of these at $46.67 to meet the resultant tax liability.
Mr John Coombe               Final Award of 20,000 Ordinary Shares in the Company. Mr Coombe subsequently
                             sold 8,200 of these at £12.35 to meet the resultant tax liability.





The Company and the Directors were informed of these changes on 14th February
2005.



S M Bicknell

Company Secretary



15 February 2005


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