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Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   September 19, 2006
  Mr. JP Garnier Chief Executive Officer GlaxoSmithKline plc 980 Great West Road Brentford, Middlesex TW8 9GS  England
Re: Form 20-F for Fiscal Year Ended December 31, 2005
  Filed March 3, 2006    File No.  1-15170
Dear Mr. Garnier:

We have reviewed your filing and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to  other portions of your docum ent.  In our comments, we
ask you to provide us with information so we may better understa nd your disclosure.

 Please understand that the purpose of our re view 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, 2005
Consolidated Cash Flow Statement

1. Please tell us why it is appropriate to  provide a cash flow statement whereby
operating profit is adjusted rather than profit after taxation (e.g. net income) to
present net cash inflow from operating activities. Refer to applicable guidance from IAS 7 in your response.

Mr. JP Garnier
GlaxoSmithKline plc September 19, 2006
Page 2 of 3
 Note 37. Employee share schemes

2. Please tell us where you have complie d with paragraph 45(c) of IFRS 2.

Note 38. Reconciliation to US Accounting Principles
Intangible assets
3. With regards to intangible assets rela ted to specific compounds or products
which are purchased from a third pa rty and are developed for commercial
applications, please tell us your ba sis under IFRS not to amortize these
intangible assets until regulatory approval. We did not note such an accounting policy in IAS 38.

Note 40. Transition to IFRS

4. Please tell us what consideration was gi ven to providing the reconciliation of
your equity reported under previous GAAP to your equity under IFRS for the
end of the latest period presented in th e entity’s most recent annual financial
statements under previous GAAP. Refe r to IFRS 1 paragraph 39(a)(ii).
*    *    *    *
Please provide us the 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 response that keys your response to our
comments. Detailed letters grea tly facilitate our re view.  You should furnish the letter on
EDGAR under the form type label CORRESP.   Please understand that we may have
additional comments after reviewin g your response to our comments.

 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 in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 co mments, please provide, in your letter, 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 a ny action with respect to the filing;
and

Mr. JP Garnier
GlaxoSmithKline plc September 19, 2006
Page 3 of 3

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact Sasha Parikh, Sta ff 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 he sitate to contact me, at (202) 551-3679.
        S i n c e r e l y ,           J i m  B .  R o s e n b e r g         Senior Assistant Chief Accountant