<PAGE>

  ===========================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    ---------

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933

                                    ---------

                               GLAXOSMITHKLINE PLC
             (Exact Name of Registrant as Specified in Its Charter)

                                    ---------

        ENGLAND AND WALES                            NOT APPLICABLE
 (State or other jurisdiction of         (I.R.S. Employer Identification Number)
 incorporation or organization)

                                    ---------

                               980 GREAT WEST ROAD
                                    BRENTFORD
                                MIDDLESEX ENGLAND
                                     TW8 9GS
                    (Address of Principal Executive Offices)

                                    ---------

              GLAXOSMITHKLINE UK SAVINGS RELATED SHARE OPTION PLAN

                            (Full Title of the Plan)

                                    ---------

                            DONALD F. PARMAN, ESQUIRE
                                 GLAXOSMITHKLINE
                               ONE FRANKLIN PLAZA
                              P.O. BOX 7929, FP2355
                             PHILADELPHIA, PA 19101
                     (Name and Address of Agent for Service)

                                 (215) 751-7633
          (Telephone Number, including Area Code, of Agent for Service)

  ===========================================================================


<PAGE>



                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                    Proposed Maximum      Proposed Maximum      Amount of
Title of Securities to be          Amount to be      Offering Price      Aggregate Offering    Registration
      Registered                  Registered (1)      Per Share (2)            Price (2)           Fee
============================================================================================================
<S>                                  <C>                 <C>                  <C>                <C>
Ordinary Shares, nominal value       500,000             $19.30               $9,650,355         $887.83
25 pence per share ("Ordinary
Shares")
                                                        Aggregate Registration Fee:              $887.83
</TABLE>

----------
(1) This Registration Statement on Form S-8 (the "Registration Statement") shall
also cover any additional shares of Ordinary Shares which become issuable under
the GlaxoSmithKline UK Savings Related Share Option Plan (the "Plan") by reason
of any stock dividend, stock split, recapitalization or other similar
transaction effected without receipt by GlaxoSmithKline plc (the "Registrant")
of consideration which results in an increase in the number of outstanding
shares of Registrant's Ordinary Shares.

(2) The Proposed Maximum Offering Price Per Share and the Proposed Maximum
Aggregate Offering Price are based on the offering price of the Ordinary Shares
on the London Stock Exchange on September 30, 2002 in accordance with Rules
457(c) and (h) under the Securities Act of 1933, as amended ("Securities Act"),
using an exchange rate of $1.573 per Pound Sterling (as reported in the
Financial Times dated October 1, 2002) which was the closing exchange rate on
September 30, 2002, and are being utilized solely for the purpose of calculating
the registration fee.


<PAGE>


PART I:     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

            Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act, and the "Note" to Part I of Form S-8.


<PAGE>



PART II:    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference

            The following documents previously filed by Registrant with the
Commission are hereby incorporated by reference to this Registration Statement:

            (a)   The Registrant's Annual Report on Form 20-F for the fiscal
year ended December 31, 2001 (the "2001 Annual Report"); and

            (b)   All reports on Form 6-K filed to the Commission by the
Registrant since the date of the filing for the 2001 Annual Report.

            All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
("Exchange Act") subsequent to the effective date of this Registration
Statement, but prior to the filing of a post-effective amendment to this
Registration Statement indicating that all securities offered hereby have been
sold or de-registering all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.

            Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement, except as so
modified or superseded.

Item 4.     Description of Securities

            The securities registered by this Registration Statement are
Registrant's Ordinary Shares, nominal value 25 pence. Ordinary Shares are listed
on the London Stock Exchange. The Ordinary Shares registered by this
Registration Statement may be purchased only through exercise of Options granted
under the Plan.

            (a)   Dividend Rights.

            Holders of Ordinary Shares are entitled to dividends when declared
by Registrant's Board of Directors ("Directors") or by resolution of
Registrant's shareholders. Dividends may be paid in whatever currency chosen by
the Directors. Dividends are generally paid pro rata according to the amounts
paid up on each Share during the period in respect of which the dividends are
paid.

            Upon approval by the Directors and Registrant's shareholders,
specific assets held by Registrant may be paid as dividends. Upon approval of
the holders of Ordinary Shares by ordinary resolution, the Directors can offer
shareholders the ability to receive cash dividends in

<PAGE>

cash or in Ordinary Shares.

            Dividends must be paid out of Registrant's profits available for
distribution. Registrant may deduct any amounts owed to Registrant from a holder
of Ordinary Shares relating to such Shares (for example, for unpaid calls as
outlined below) from any dividends due to such holder.

            The Directors may withhold payment of dividends to any holder of
0.25 percent or more of the existing Ordinary Shares who has not provided
information concerning the holder's interests in his or her Shares as required
by the Companies Act for a period of fourteen days.

            Dividends unclaimed for 12 years after authorized by Registrant will
be forfeited.

            (b)   Voting Rights.

            Each Ordinary Share receives one vote. Votes may be entered by the
shareholder or via proxy. "Ordinary resolutions" under consideration at general
meetings of Registrant's shareholders are decided by simple majority vote of the
shareholders entitled to vote at such meeting.

            An "extraordinary resolution" requires an affirmative vote of at
least 75% of the votes entitled to be cast at a general shareholders meeting.
Shareholders must be given advance written notice of a vote on an extraordinary
resolution and the notice must describe the vote as being subject to passage by
extraordinary resolution.

            A "special resolution" requires an affirmative vote of at least 75%
of the votes cast. Shareholders must be given at least 21 days' advance notice
of a vote on any special resolution, and the notice must describe the vote as
being subject to passage by special resolution.

            Unless the Directors decide otherwise, holders of Ordinary Shares
that have not paid all calls and sums payable to Registrant relating to any
Shares may not vote those Shares. Additionally, any holder who has not provided
information concerning the holder's interests in his or her Shares as required
by the United Kingdom Companies Act ("Companies Act") for a period of fourteen
days may not vote any shares of Registrant, unless decided otherwise by the
Directors.

            To modify the rights granted to Ordinary Shares, either:

            -     the written consent of three-quarters in nominal value of the
                  issued Ordinary Shares is required; or

            -     an extraordinary resolution must be passed at a separate
                  meeting of all holders of Ordinary Shares.

      The holders of Ordinary Shares may, by ordinary resolution:


<PAGE>

            -     Increase Registrant's share capital;

            -     Consolidate and divide all or any of Registrant's shares into
                  shares of a larger nominal amount;

            -     Cancel any shares not taken or agreed to be taken by any
                  person;

            -     Subdivide Registrant's shares into shares of a smaller nominal
                  amount;

            -     Vary the maximum or minimum number of Directors;

            -     Elect, remove and appoint replacement Directors;

            -     Specify the allocation of fees paid to the Directors for their
                  services as Directors;

            -     Authorize the Directors to offer holders of Ordinary Shares
                  the right to choose to receive new Ordinary Shares instead of
                  their cash dividends;

            -     Declare dividends on Ordinary Shares, but such dividends may
                  not exceed the amount recommended by the Directors; or

            -     Upon recommendation of the Directors, direct that dividends be
                  paid on Ordinary Shares by distributing specific assets of
                  Registrant.

            The holders of Ordinary Shares may, by extraordinary resolution:

            -     Divide among Registrant's shareholders all or any part of the
                  specific assets of the Registrant; or

            -     Empower a liquidator to divide all or part of the Registrant's
                  specific assets among such holders of Ordinary Shares as the
                  liquidator deems fair.

            The holders of Ordinary Shares may, by special resolution:

            -     Reduce Registrant's share capital;

            -     Reduce any capital redemption reserve (a reserve of funds
                  which Registrant may have set up to keep its capital base when
                  shares are repurchased by Registrant);

            -     Reduce any share premium account (a reserve account
                  established and funded by amounts paid above the nominal value
                  of Registrant's shares);

            -     Reduce other undistributable reserves; or

            -     Regulate the management of Registrant's business by the
                  Directors.

            (c)   Classification of Directors.

            The Directors are divided into two classes, executive directors and
non-executive directors. Executive directors are also full-time employees of
Registrant, while non-executive directors are not so employed. There is no other
difference between executive directors and non-executive directors.

            (d)   Liquidation Rights.

            The holders of Ordinary Shares may participate in any surplus assets
in a

<PAGE>

winding-up in proportion to their holdings of Ordinary Shares. If approved by
extraordinary resolution of the holders of Ordinary Shares, a liquidator may
divide all or part of the Registrant's specific assets among such holders as the
liquidator deems fair.

            (e)   Liabilities for Calls and Assessments.

            The Directors may call on Registrant's shareholders to pay any money
which has not been paid to Registrant for their shares. Failure to pay amounts
called:

            -     results in a first-priority lien in favor of the Registrant
                  upon the Shares;

            -     may result in forfeiture of the Shares if the Directors decide
                  to sell the Shares to enforce the lien fourteen days after
                  written notice to the holder;

            -     may result in forfeiture of voting rights as outlined in (b)
                  above; and

            -     may result in forfeiture of the shares after written notice.

            If dividends are declared on any Shares which have not been fully
paid, the dividends may be reduced by the amount of the call outstanding, as
outlined in (a) above.

            The Ordinary Shares registered by this Registration Statement are
not subject to any call rights beyond the purchaser's obligation to pay the
initial acquisition price of the Ordinary Shares.

            (f)   Restrictions on Alienation.

            Fully-paid Ordinary Shares evidenced by certificates may be
transferred in any usual form or another form approved by the Directors.
Ordinary Shares which are not fully paid are subject to a first-priority lien in
favor of the Registrant and the Directors may decline to transfer any such
Shares.

            The Directors may also decline any transfer which is:

            -     in favor of five or more transferees;

            -     concerns more than one class of Registrant's shares on a
                  single transfer form; or

            -     requested by a holder who has not provided information
                  concerning the holder's interests in his or her Shares as
                  required by the Companies Act.

            The Directors may suspend registration of transfers at any time but
the suspensions may not exceed 30 days in any year.

            (g)   Unequal Treatment of Substantial Shareholders.

            The Directors may withhold payment of dividends to any holder of
0.25 percent or more of the existing Ordinary Shares who has not provided
information concerning the holder's interests in his or her Shares as required
by the Companies Act for a period of fourteen days as outlined in (a) above.
Furthermore, the holder is not entitled to receive shares of

<PAGE>

Registrant in lieu of the dividends. Lastly, the Directors may also decline to
transfer any Shares of such holder as outlined in (f) above.

            (h)   Ownership and Voting Limitations on Non-Resident Owners.

            There are no limitations relating only to non-residents of the
United Kingdom under English law or the Registrant's Memorandum and Articles of
Association on the right to be a holder of, and to vote in respect of,
Registrant's Ordinary Shares.

            (i)   United Kingdom Laws Affecting Dividends Paid to Non-Residents.

            There are currently no United Kingdom laws, decrees or regulations
affecting the remittance of dividends or other payments to holders of
Registrant's Ordinary Shares who are non-residents of the United Kingdom, except
as outlined in (k) below.

            (j)   United Kingdom Tax Effects on United States Owners.

            United Kingdom taxes will be assessed and withheld from participants
who are considered United States residents ("U.S. Participants"). U.S.
Participants are generally not subject to United Kingdom capital gains tax or
United Kingdom inheritance tax.

            A sale of Ordinary Shares by a U.S. Participant is subject to United
Kingdom stamp duty, or stamp duty reserve tax ("SDRT"), as applicable. The
minimum stamp duty liability is five pounds Sterling (L5). Currently, SDRT is
assessed at a rate of 0.5% of the purchase price.

            (k)   Reciprocal Tax Treaties Affecting Withholding.

            None.

Item 5.     Interests of Named Experts and Counsel

            None.

Item 6.     Indemnification of Directors and Officers

            English law does not permit a company to indemnify a director or an
officer of the company against any liability which by virtue of any rule of law
would otherwise attach to him in respect of negligence, default, breach of duty
or breach of trust in relation to the company except liability incurred by such
director or officer in defending any legal proceeding (whether civil or
criminal) in which judgment is given in his favor or in which he is acquitted or
in certain instances where, although he is liable, a court finds such director
or officer acted honestly and reasonably and that having regard to all the
circumstances he ought fairly to be excused and relief is granted by the court.


<PAGE>

Item 7.     Exemption From Registration Claimed

            Inapplicable.

Item 8.     Exhibits

<TABLE>
<CAPTION>
            Exhibit Number       Name
            ==========================================================================
<S>                              <C>
                  4              GlaxoSmithKline UK Savings Related Share Option Plan

                  23             Consent of PricewaterhouseCoopers, Independent
                                 Accountants

                  24.1           Powers of Attorney (incorporated by reference from
                                 Exhibit 24 to the Form S-8 (No. 333-13022) furnished
                                 to the Commission on December 27, 2000).

                  24.2           Certified copy of resolution authorizing signatures
</TABLE>

Item 9.     Undertakings

            (a)   The undersigned Registrant hereby undertakes:

                  (1)   To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the Registration Statement.

                  (2)   That, for purposes of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3)   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

            (b)   The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (c)   Insofar as the indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the

<PAGE>

Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in a successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.


<PAGE>


                                   SIGNATURES

            Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Philadelphia, Commonwealth of Pennsylvania on the 4th
day of October, 2002.

                                                 GLAXOSMITHKLINE PLC
                                                 (Registrant)





                                                 /s/
                                                 Name:  John David Coombe
                                                 Title:  Chief Financial Officer


<PAGE>


      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on this
4th day of October, 2002.

<TABLE>
<CAPTION>
          Signature                                      Capacity
================================================================================
<S>                                      <C>
/s/*                                     Chairman
---------------------------------
Sir Christopher Anthony Hogg



/s/**                                    Deputy Chairman
---------------------------------
Sir Francis Roger Hurn



/s/*                                     Chief Executive Officer
---------------------------------
Dr. Jean-Pierre Garnier                  (Principal Executive Officer)



/s/                                      Chief Financial Officer
---------------------------------
John David Coombe                        (Principal Financial and Accounting Officer)



/s/**                                    Director
---------------------------------
Dr. Michele Barzach



/s/**                                    Director
---------------------------------
Sir Peter Job



/s/**                                    Director
---------------------------------
John McArthur
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
          Signature                                      Capacity
================================================================================
<S>                                      <C>

/s/**                                    Director
---------------------------------
Dr. Ronaldo Schmitz



/s/*                                     Director
---------------------------------
Paul A. Allaire



/s/*                                     Director
---------------------------------
Donald F. McHenry



/s/*                                     Director
---------------------------------
Sir Ian Prosser



/s/*                                     Director
---------------------------------
Dr. Lucy Shapiro



/s/                                      Authorized U.S. Representative
---------------------------------
Donald F. Parman




/s/
---------------------------------
*:  By William J. Mosher
(as attorney-in-fact)



/s/
---------------------------------
**:  By John David Coombe
(as attorney-in-fact)
</TABLE>

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
           Exhibit Number                Name
===================================================================================================
<S>                                      <C>
                  4                      GlaxoSmithKline UK Savings Related Share Option Plan

                 23                      Consent of PricewaterhouseCoopers, Independent
                                         Accountants

                 24.1                    Powers of Attorney (incorporated by reference from Exhibit
                                         24 to the Form S-8 (No. 333-13022) furnished to the
                                         Commission on December 27, 2000).

                 24.2                    Certified copy of resolution authorizing signatures

</TABLE>
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===========================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    ---------

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933

                                    ---------

                               GLAXOSMITHKLINE PLC
             (Exact Name of Registrant as Specified in Its Charter)

                                    ---------

        ENGLAND AND WALES                            NOT APPLICABLE
 (State or other jurisdiction of         (I.R.S. Employer Identification Number)
 incorporation or organization)

                                    ---------

                               980 GREAT WEST ROAD
                                    BRENTFORD
                                MIDDLESEX ENGLAND
                                     TW8 9GS
                    (Address of Principal Executive Offices)

                                    ---------

              GLAXOSMITHKLINE UK SAVINGS RELATED SHARE OPTION PLAN

                            (Full Title of the Plan)

                                    ---------

                            DONALD F. PARMAN, ESQUIRE
                                 GLAXOSMITHKLINE
                               ONE FRANKLIN PLAZA
                              P.O. BOX 7929, FP2355
                             PHILADELPHIA, PA 19101
                     (Name and Address of Agent for Service)

                                 (215) 751-7633
          (Telephone Number, including Area Code, of Agent for Service)

  ===========================================================================
CALCULATION OF REGISTRATION FEE
Proposed Maximum      Proposed Maximum      Amount of
Title of Securities to be          Amount to be      Offering Price      Aggregate Offering    Registration
      Registered                  Registered (1)      Per Share (2)            Price (2)           Fee
============================================================================================================
Ordinary Shares, nominal value       500,000             $19.30               $9,650,355         $887.83
25 pence per share ("Ordinary
Shares")
                                                        Aggregate Registration Fee:              $887.83
----------
(1) This Registration Statement on Form S-8 (the "Registration Statement") shall
also cover any additional shares of Ordinary Shares which become issuable under
the GlaxoSmithKline UK Savings Related Share Option Plan (the "Plan") by reason
of any stock dividend, stock split, recapitalization or other similar
transaction effected without receipt by GlaxoSmithKline plc (the "Registrant")
of consideration which results in an increase in the number of outstanding
shares of Registrant's Ordinary Shares.

(2) The Proposed Maximum Offering Price Per Share and the Proposed Maximum
Aggregate Offering Price are based on the offering price of the Ordinary Shares
on the London Stock Exchange on September 30, 2002 in accordance with Rules
457(c) and (h) under the Securities Act of 1933, as amended ("Securities Act"),
using an exchange rate of $1.573 per Pound Sterling (as reported in the
Financial Times dated October 1, 2002) which was the closing exchange rate on
September 30, 2002, and are being utilized solely for the purpose of calculating
the registration fee.
PART I:     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

            Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act, and the "Note" to Part I of Form S-8.
PART II:    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference

            The following documents previously filed by Registrant with the
Commission are hereby incorporated by reference to this Registration Statement:

            (a)   The Registrant's Annual Report on Form 20-F for the fiscal
year ended December 31, 2001 (the "2001 Annual Report"); and

            (b)   All reports on Form 6-K filed to the Commission by the
Registrant since the date of the filing for the 2001 Annual Report.

            All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
("Exchange Act") subsequent to the effective date of this Registration
Statement, but prior to the filing of a post-effective amendment to this
Registration Statement indicating that all securities offered hereby have been
sold or de-registering all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.

            Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement, except as so
modified or superseded.

Item 4.     Description of Securities

            The securities registered by this Registration Statement are
Registrant's Ordinary Shares, nominal value 25 pence. Ordinary Shares are listed
on the London Stock Exchange. The Ordinary Shares registered by this
Registration Statement may be purchased only through exercise of Options granted
under the Plan.

            (a)   Dividend Rights.

            Holders of Ordinary Shares are entitled to dividends when declared
by Registrant's Board of Directors ("Directors") or by resolution of
Registrant's shareholders. Dividends may be paid in whatever currency chosen by
the Directors. Dividends are generally paid pro rata according to the amounts
paid up on each Share during the period in respect of which the dividends are
paid.

            Upon approval by the Directors and Registrant's shareholders,
specific assets held by Registrant may be paid as dividends. Upon approval of
the holders of Ordinary Shares by ordinary resolution, the Directors can offer
shareholders the ability to receive cash dividends in
cash or in Ordinary Shares.

            Dividends must be paid out of Registrant's profits available for
distribution. Registrant may deduct any amounts owed to Registrant from a holder
of Ordinary Shares relating to such Shares (for example, for unpaid calls as
outlined below) from any dividends due to such holder.

            The Directors may withhold payment of dividends to any holder of
0.25 percent or more of the existing Ordinary Shares who has not provided
information concerning the holder's interests in his or her Shares as required
by the Companies Act for a period of fourteen days.

            Dividends unclaimed for 12 years after authorized by Registrant will
be forfeited.

            (b)   Voting Rights.

            Each Ordinary Share receives one vote. Votes may be entered by the
shareholder or via proxy. "Ordinary resolutions" under consideration at general
meetings of Registrant's shareholders are decided by simple majority vote of the
shareholders entitled to vote at such meeting.

            An "extraordinary resolution" requires an affirmative vote of at
least 75% of the votes entitled to be cast at a general shareholders meeting.
Shareholders must be given advance written notice of a vote on an extraordinary
resolution and the notice must describe the vote as being subject to passage by
extraordinary resolution.

            A "special resolution" requires an affirmative vote of at least 75%
of the votes cast. Shareholders must be given at least 21 days' advance notice
of a vote on any special resolution, and the notice must describe the vote as
being subject to passage by special resolution.

            Unless the Directors decide otherwise, holders of Ordinary Shares
that have not paid all calls and sums payable to Registrant relating to any
Shares may not vote those Shares. Additionally, any holder who has not provided
information concerning the holder's interests in his or her Shares as required
by the United Kingdom Companies Act ("Companies Act") for a period of fourteen
days may not vote any shares of Registrant, unless decided otherwise by the
Directors.

            To modify the rights granted to Ordinary Shares, either:

            -     the written consent of three-quarters in nominal value of the
                  issued Ordinary Shares is required; or

            -     an extraordinary resolution must be passed at a separate
                  meeting of all holders of Ordinary Shares.

      The holders of Ordinary Shares may, by ordinary resolution:
-     Increase Registrant's share capital;

            -     Consolidate and divide all or any of Registrant's shares into
                  shares of a larger nominal amount;

            -     Cancel any shares not taken or agreed to be taken by any
                  person;

            -     Subdivide Registrant's shares into shares of a smaller nominal
                  amount;

            -     Vary the maximum or minimum number of Directors;

            -     Elect, remove and appoint replacement Directors;

            -     Specify the allocation of fees paid to the Directors for their
                  services as Directors;

            -     Authorize the Directors to offer holders of Ordinary Shares
                  the right to choose to receive new Ordinary Shares instead of
                  their cash dividends;

            -     Declare dividends on Ordinary Shares, but such dividends may
                  not exceed the amount recommended by the Directors; or

            -     Upon recommendation of the Directors, direct that dividends be
                  paid on Ordinary Shares by distributing specific assets of
                  Registrant.

            The holders of Ordinary Shares may, by extraordinary resolution:

            -     Divide among Registrant's shareholders all or any part of the
                  specific assets of the Registrant; or

            -     Empower a liquidator to divide all or part of the Registrant's
                  specific assets among such holders of Ordinary Shares as the
                  liquidator deems fair.

            The holders of Ordinary Shares may, by special resolution:

            -     Reduce Registrant's share capital;

            -     Reduce any capital redemption reserve (a reserve of funds
                  which Registrant may have set up to keep its capital base when
                  shares are repurchased by Registrant);

            -     Reduce any share premium account (a reserve account
                  established and funded by amounts paid above the nominal value
                  of Registrant's shares);

            -     Reduce other undistributable reserves; or

            -     Regulate the management of Registrant's business by the
                  Directors.

            (c)   Classification of Directors.

            The Directors are divided into two classes, executive directors and
non-executive directors. Executive directors are also full-time employees of
Registrant, while non-executive directors are not so employed. There is no other
difference between executive directors and non-executive directors.

            (d)   Liquidation Rights.

            The holders of Ordinary Shares may participate in any surplus assets
in a
winding-up in proportion to their holdings of Ordinary Shares. If approved by
extraordinary resolution of the holders of Ordinary Shares, a liquidator may
divide all or part of the Registrant's specific assets among such holders as the
liquidator deems fair.

            (e)   Liabilities for Calls and Assessments.

            The Directors may call on Registrant's shareholders to pay any money
which has not been paid to Registrant for their shares. Failure to pay amounts
called:

            -     results in a first-priority lien in favor of the Registrant
                  upon the Shares;

            -     may result in forfeiture of the Shares if the Directors decide
                  to sell the Shares to enforce the lien fourteen days after
                  written notice to the holder;

            -     may result in forfeiture of voting rights as outlined in (b)
                  above; and

            -     may result in forfeiture of the shares after written notice.

            If dividends are declared on any Shares which have not been fully
paid, the dividends may be reduced by the amount of the call outstanding, as
outlined in (a) above.

            The Ordinary Shares registered by this Registration Statement are
not subject to any call rights beyond the purchaser's obligation to pay the
initial acquisition price of the Ordinary Shares.

            (f)   Restrictions on Alienation.

            Fully-paid Ordinary Shares evidenced by certificates may be
transferred in any usual form or another form approved by the Directors.
Ordinary Shares which are not fully paid are subject to a first-priority lien in
favor of the Registrant and the Directors may decline to transfer any such
Shares.

            The Directors may also decline any transfer which is:

            -     in favor of five or more transferees;

            -     concerns more than one class of Registrant's shares on a
                  single transfer form; or

            -     requested by a holder who has not provided information
                  concerning the holder's interests in his or her Shares as
                  required by the Companies Act.

            The Directors may suspend registration of transfers at any time but
the suspensions may not exceed 30 days in any year.

            (g)   Unequal Treatment of Substantial Shareholders.

            The Directors may withhold payment of dividends to any holder of
0.25 percent or more of the existing Ordinary Shares who has not provided
information concerning the holder's interests in his or her Shares as required
by the Companies Act for a period of fourteen days as outlined in (a) above.
Furthermore, the holder is not entitled to receive shares of
Registrant in lieu of the dividends. Lastly, the Directors may also decline to
transfer any Shares of such holder as outlined in (f) above.

            (h)   Ownership and Voting Limitations on Non-Resident Owners.

            There are no limitations relating only to non-residents of the
United Kingdom under English law or the Registrant's Memorandum and Articles of
Association on the right to be a holder of, and to vote in respect of,
Registrant's Ordinary Shares.

            (i)   United Kingdom Laws Affecting Dividends Paid to Non-Residents.

            There are currently no United Kingdom laws, decrees or regulations
affecting the remittance of dividends or other payments to holders of
Registrant's Ordinary Shares who are non-residents of the United Kingdom, except
as outlined in (k) below.

            (j)   United Kingdom Tax Effects on United States Owners.

            United Kingdom taxes will be assessed and withheld from participants
who are considered United States residents ("U.S. Participants"). U.S.
Participants are generally not subject to United Kingdom capital gains tax or
United Kingdom inheritance tax.

            A sale of Ordinary Shares by a U.S. Participant is subject to United
Kingdom stamp duty, or stamp duty reserve tax ("SDRT"), as applicable. The
minimum stamp duty liability is five pounds Sterling (L5). Currently, SDRT is
assessed at a rate of 0.5% of the purchase price.

            (k)   Reciprocal Tax Treaties Affecting Withholding.

            None.

Item 5.     Interests of Named Experts and Counsel

            None.

Item 6.     Indemnification of Directors and Officers

            English law does not permit a company to indemnify a director or an
officer of the company against any liability which by virtue of any rule of law
would otherwise attach to him in respect of negligence, default, breach of duty
or breach of trust in relation to the company except liability incurred by such
director or officer in defending any legal proceeding (whether civil or
criminal) in which judgment is given in his favor or in which he is acquitted or
in certain instances where, although he is liable, a court finds such director
or officer acted honestly and reasonably and that having regard to all the
circumstances he ought fairly to be excused and relief is granted by the court.
Item 7.     Exemption From Registration Claimed

            Inapplicable.

Item 8.     Exhibits
Exhibit Number       Name
            ==========================================================================
4              GlaxoSmithKline UK Savings Related Share Option Plan

                  23             Consent of PricewaterhouseCoopers, Independent
                                 Accountants

                  24.1           Powers of Attorney (incorporated by reference from
                                 Exhibit 24 to the Form S-8 (No. 333-13022) furnished
                                 to the Commission on December 27, 2000).

                  24.2           Certified copy of resolution authorizing signatures
Item 9.     Undertakings

            (a)   The undersigned Registrant hereby undertakes:

                  (1)   To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the Registration Statement.

                  (2)   That, for purposes of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3)   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

            (b)   The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (c)   Insofar as the indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in a successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES

            Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Philadelphia, Commonwealth of Pennsylvania on the 4th
day of October, 2002.

                                                 GLAXOSMITHKLINE PLC
                                                 (Registrant)

                                                 /s/
                                                 Name:  John David Coombe
                                                 Title:  Chief Financial Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on this
4th day of October, 2002.
Signature                                      Capacity
================================================================================
/s/*                                     Chairman
---------------------------------
Sir Christopher Anthony Hogg

/s/**                                    Deputy Chairman
---------------------------------
Sir Francis Roger Hurn

/s/*                                     Chief Executive Officer
---------------------------------
Dr. Jean-Pierre Garnier                  (Principal Executive Officer)

/s/                                      Chief Financial Officer
---------------------------------
John David Coombe                        (Principal Financial and Accounting Officer)

/s/**                                    Director
---------------------------------
Dr. Michele Barzach

/s/**                                    Director
---------------------------------
Sir Peter Job

/s/**                                    Director
---------------------------------
John McArthur
Signature                                      Capacity
================================================================================
/s/**                                    Director
---------------------------------
Dr. Ronaldo Schmitz

/s/*                                     Director
---------------------------------
Paul A. Allaire

/s/*                                     Director
---------------------------------
Donald F. McHenry

/s/*                                     Director
---------------------------------
Sir Ian Prosser

/s/*                                     Director
---------------------------------
Dr. Lucy Shapiro

/s/                                      Authorized U.S. Representative
---------------------------------
Donald F. Parman

/s/
---------------------------------
*:  By William J. Mosher
(as attorney-in-fact)

/s/
---------------------------------
**:  By John David Coombe
(as attorney-in-fact)
EXHIBIT INDEX
Exhibit Number                Name
===================================================================================================
4                      GlaxoSmithKline UK Savings Related Share Option Plan

                 23                      Consent of PricewaterhouseCoopers, Independent
                                         Accountants

                 24.1                    Powers of Attorney (incorporated by reference from Exhibit
                                         24 to the Form S-8 (No. 333-13022) furnished to the
                                         Commission on December 27, 2000).

                 24.2                    Certified copy of resolution authorizing signatures