SecProbe.io

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Via Facsimile and U.S. Mail
Mail Stop 6010

July 22, 2005

Mr. J.P. Garnier
Chief Executive Officer
GlaxoSmithKline PLC
980 Great West Road
Brentford, Middlesex
TW8 9GS  England

      Re:	GlaxoSmithKline PLC
		Form 20-F for Fiscal Year Ended December 31, 2004
	            Filed March 8, 2005
		File No.  1-15170

Dear Mr. Garnier:

      We have limited our review of your filing to those issues we
have addressed in our comments. In our comments, we ask you to
provide us with information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 20-F for the year ended December 31, 2004

Operating and Financial Review and Prospects
Taxation, page 68
1. Please tell us the amount of the provision you have made with
regards to the $7.6 billion claim for additional taxes (tax plus
interest) asserted by the US IRS for the years 1989-2000 and why
you
believe your provision is appropriate under UK and US GAAP. Also,
tell us the amount of provision you have made with regards to open
assessments for 2001 to date.

Critical Accounting Policies, page 69
Turnover
2. We believe that your disclosure related to estimates of items
that
reduce gross revenue such as product returns, chargebacks,
customer
rebates and other discounts and allowances could be improved.
Please
provide us the following information in disclosure-type format to
help us evaluate the adequacy of your disclosure:
a) A roll forward of the liability for each estimate for each
period
presented showing the following:
* Beginning balance,
* Current provision related to sales made in current period,
* Current provision related to sales made in prior periods,
* Actual returns or credits in current period related to sales
made
in current period,
* Actual returns or credits in current period related to sales
made
in prior periods, and
* Ending balance.

b) A discussion of the reason for fluctuations for each type of
reduction of gross revenue (i.e. product returns, chargebacks,
customer rebates and other discounts and allowances) including the
effect that changes in your estimates of these items had on your
revenues and operations. If material changes in estimate have been
recognized fully explain the new information that became available
and why that information could not be anticipated at the date the
original estimate was made. Your current discussion of estimating
discounts and allowances does not indicate if material changes in
estimate have been recognized in any of the periods presented.
3. Please provide us with the reconciliation from gross turnover
to
net turnover for 2003 and 2002 in disclosure-type format to help
us
evaluate the adequacy of your disclosure.  Explain any changes in
a
category as a percentage of gross turnover from year to year.

Pensions and Post-Retirement Benefits
4. Provide us your justification for not including pension expense
under US GAAP as a critical accounting policy/estimate.  We note
US
GAAP pension expense increased by 91% from 2002 to 2003 mainly due
to
expected return on plan assets and amortization of net actuarial
loss.  We further note the 1.9 billion unrecognized net actuarial
loss as of December 31, 2004.  Critical Accounting Policies should
discuss the factors and assumptions related to the estimate and
the
reasonably likely effects that changes could have on the financial
statements.

Financial Position and Resources, page 71
5. The statement of cash flows presents material increases in 2004
and 2003 in trade and other debtors.  From Note 21 it appears that
trade debtors in 2004 and 2003 may have increased at a rate
greater
than turnover.  Your disclosure explains only the 2004 increase
and
only that the increase reflects the timing of year-end receipts.
Please provide us a more complete explanation of the increase in
trade debtors in both years in disclosure-type format to help us
evaluate the adequacy of your disclosure.  Reconcile the number of
days` sales in trade debtors to your standard credit terms
explaining
any difference.

Contractual Obligations and Commitments, page 72
6. Please tell us where your milestone payments are included in
the
table. Also, clarify what the intangible and tangible fixed asset
balances represent.  If milestone payments are included in
intangible
assets and you capitalize milestones under US GAAP, explain
thoroughly why capitalization is appropriate.
7. We note that the Company has not included its pension liability
in
the contractual obligation table.  It would appear that these
liabilities represent future legal obligations of the Company.  If
management is able to determine the time period in which it
expects
to pay out its pension liabilities then we believe management
should
include this disclosure in the contractual obligation table.
Please
note that the intent of Financial Reporting Release 67, Disclosure
in
Management`s Discussion and Analysis about Off-Balance Sheet
Arrangements and Aggregate Contractual Obligations, regarding the
contractual obligation table is to obtain enhanced disclosure
concerning a registrant`s contractual obligations, and the
exclusion
of ordinary course items would be inconsistent with the objective
of
this Rule.  Please tell us why you believe the exclusion of
pension
liabilities in the contractual obligation table is appropriate.
8. Please tell us why you believe the exclusion of interest
expense
as part of long-term obligations from the table is appropriate.

Note 36 Reconciliation to US Accounting Principles, page142

(b) Intangible Assets, page 144
9. Intangible assets under US GAAP of 16 billion represent
approximately 29% of US GAAP total assets and 47% of US GAAP
shareholders` equity at December 31, 2004. We believe that your
disclosures about these material assets could be significantly
improved to provide more transparent, relevant, and useful
information to investors.  Disaggregate those assets related to
products by product or therapeutic category.  Please provide us
this
information in disclosure-type format to help us evaluate the
adequacy of your disclosure.
10. We note that you capitalize some product rights and have
determined that the lives are indefinite.  Please tell us your
basis
for believing that the lives are indefinite.  Provide us with an
analysis of the product rights that you determined have indefinite
lives.

(f) Pensions and post-retirement costs under U.S. GAAP, page 147
11. With regard to plan assets, tell us why you did not disclose
the
percentage of total plan assets for each major category as
required
by paragraph d.(1) of FAS123(R).

*    *    *    *

      Please provide us the supplemental information requested
within
10 business days of the date of this letter or tell us when you
will
provide a response prior to the expiration of the 10-day period.
Please furnish a letter with your supplemental responses that keys
your response to our comments.  Please file your letter on EDGAR
under the form type label CORRESP.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Sasha Parikh, Staff Accountant, at (202)
551-
3627 or Lisa Vanjoske, Assistant Chief Accountant, at (202) 551-
3614
if you have questions regarding the comments. In this regard, do
not
hesitate to contact me at (202) 551-3679.

							Sincerely,

							Jim B. Rosenberg
							Senior Assistant Chief
Accountant
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JP Garnier
GlaxoSmithKline PLC
July 22, 2005
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