GSK - Response

GlaxoSmithKline PLC
30 July 2003

30th July 2003


                GlaxoSmithKline Responds To 'Mini-Tender Offer'


GlaxoSmithKline plc (GSK) announced today that it had received notification on
29th July 2003 that TRC Capital Corporation commenced an unsolicited,
below-market mini-tender offer to purchase up to 2,500,000 of the American
Depositary Shares (ADS) of GlaxoSmithKline (equivalent to 5,000,000 Ordinary
Shares, or approximately 0.08 per cent of GSK's outstanding Ordinary Shares), at
a price of $38.10 per ADS.


GSK wishes to inform its ADS shareholders that it does not in any way recommend
or endorse the TRC Capital Corporation offer and that GSK is in no way
associated with TRC Capital Corporation, the offer or the offer documentation.


GSK cautions its ADS shareholders that the offer is being made at a 3.6 per cent
discount to the closing price of $39.50 per ADS on July 28, 2003, the day before
the offer commenced. The discounted price of $38.10 per ADS is below yesterday's
closing price of $39.43 per ADS. ADS shareholders are advised that, in addition
to being below-market, the offer by TRC Capital Corporation contains other terms
which may be disadvantageous to tendering ADS shareholders.


'Mini-tender' offers seek less than 5 per cent of a company's shares, thereby
avoiding many disclosure and procedural requirements of the Securities and
Exchange Commission (SEC). The SEC has issued an investor alert regarding
'mini-tender' offers on its website at www.sec.gov/investor/pubs/minitend.htm.
The SEC has said that mini-tender offers "have been increasingly used to catch
investors off guard" and that investors "may end up selling their securities at
below-market prices."


The Canadian Securities Administrators have also expressed concerns with
'mini-tender' offers in an investor alert ("Mini-Tender Offers - Watch Out For
Mini-Tender Offers at Below-Market Price!") accessible at www.osc.gov.on.ca/en/
About/News/NewsReleases/1999/nr_19990927_mini.htm.


ADS shareholders are advised to consult with their investment advisors and to
exercise caution with respect to this offer.


ADS shareholders who have already tendered are advised that they may withdraw
their ADSs by providing the written notice described in the TRC Capital
Corporation offering documents prior to the expiration of the offer on August
27, 2003.


S M Bicknell

Company Secretary


30th July 2003







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