Director Shareholding

GlaxoSmithKline PLC
03 December 2004

Issued - 3 December 2004, London

                     Grant of awards and options under the

GlaxoSmithKline Performance Share Plan and the GlaxoSmithKline Share Option Plan

On 2 December 2004 the Company granted awards and options under the terms of the
GlaxoSmithKline Performance Share Plan and the GlaxoSmithKline Share Option Plan
(the Plans), which were both approved by shareholders on 31 July 2000, to senior
executives in the group, including the executive directors.  Mr Coombe is
excluded from the Grant of awards and options as he retires from the Company
within 12 months of the date of the grant on 31 March 2005.

Performance Share Plan

Under the terms of the Performance Share Plan, awards designate a number of
ordinary shares or American Depositary Shares (ADSs) that may be awarded, with
the percentage of awards vesting subject to a performance condition which
applies over a three year measurement period which will commence on 1 January
2005 and end on 31 December 2007.

The performance condition compares the Total Shareholder Return (TSR) of the
Company's shares with the TSR of the shares of 14 comparator companies over the
three year period.  No awards will vest if the Company delivers returns below
8th position in the comparator group, with a sliding scale applying up to 100%
vesting for first or second position in the comparator group.

The companies in the comparator group are Abbott Laboratories, AstraZeneca,
Aventis, Bristol Myers Squibb, Eli Lilly & Co., Johnson & Johnson, Merck,
Novartis, Pfizer, Roche, Sanofi-Synthelabo, Schering-Plough, Takeda Chemical
Industries and Wyeth.

Details of the awards granted to the eligible executive directors on 2 December
2004 are as follows:

                         Number of awards in respect of ordinary shares or ADSs potentially vesting


TSR position                     Dr J - P Garnier                           Dr T Yamada
                                      (ADSs)                                   (ADSs)
1st or 2nd                            200,000                                  60,000
3rd                                   180,000                                  54,000
4th                                   160,000                                  48,000
5th                                   140,000                                  42,000
6th                                   120,000                                  36,000
7th                                   100,000                                  30,000
8th (median)                          70,000                                   21,000
9th and below                           Nil                                     Nil

One ADS represents two ordinary shares.  Where the Company's position falls
between 3rd and 8th position, the level of vesting between the minimum and
maximum figures set out above will be calculated based on the Company's TSR
relative to the TSR of the comparator companies immediately above and below it.

Share Option Plan

Under the terms of the Share Option Plan, options allow the holder to buy shares
or ADSs at a future date at a price determined by reference to the market price
of shares at the time of grant.  Options were granted on 2 December 2004 with a
subscription price of £11.23 (or US$43.730 in the case of ADSs).

   The Performance Period will be the three financial years of the
   Company starting on 1 January 2005 and ending on 31 December 2007.  To the
   extent that the Option does not vest at the end of the Performance Period, it
   will immediately lapse and cease to be exercisable.

The performance condition compares the compound annual increase in the Company's
earnings per share (EPS) with the compound annual increase in the Retail Prices
Index (RPI) over the performance period.  No options vest unless the Company's
EPS increase exceeds RPI by 3%, with 50% vesting for an increase of 3% in excess
of RPI and a sliding scale applying up to 100% vesting for an increase of 5% or
more in excess of RPI.

Details of the options granted to the eligible executive directors on 2 December
2004 are as follows:

                              Number of options over ordinary shares or ADSs potentially vesting


EPS growth                          Dr J - P Garnier                         Dr T Yamada
                                         (ADSs)                                (ADSs)
RPI+ 5% or more                         460,000                                138,000
RPI+ 4%                                 345,000                                103,500
RPI+ 3%                                 230,000                                69,000
Less than RPI+3%                          Nil                                    Nil

One ADS represents two ordinary shares.



S M Bicknell
Company Secretary
3 December 2004






Enquiries:

UK Media enquiries:                                    Philip Thompson         [phone]
                                                       David Mawdsley          [phone]
                                                       Chris Hunter-Ward       [phone]

US Media enquiries:                                    Nancy Pekarek           [phone]
                                                       Mary Anne Rhyne         [phone]
                                                       Patricia Seif           (215)  751 7709

European Analyst/Investor enquiries:                   Duncan Learmouth        [phone]
                                                       Anita Kidgell           [phone]

US Analyst/ Investor enquiries:                        Frank Murdolo           [phone]
                                                       Tom Curry               [phone]






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