content: FORM 10-Q
                         SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC 20549
  
     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                    ACT OF 1934
  
  For the Quarter Ended June 30, 2000
  
                           Commission File Number: 0-29630
  
                           SHIRE PHARMACEUTICALS GROUP PLC
               (Exact name of registrant as specified in its charter)
  
                 England and Wales                              N.A.
           (State or other jurisdiction                   (I.R.S. Employer
         of incorporation or organization)              Identification No.)
  
  East Anton, Andover, Hampshire SP10 5RG England
     (Address of principal executive offices)                (Zip Code)
  
                                   44 1264 333 455
                (Registrant's telephone number, including area code)
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding 12 months, and (2) has been subject to such filing requirements
  for the past 90 days.
  
                                                                  Yes X No _
  
  Indicate the number of shares outstanding of each of the issuer's classes of
  Common Stock, as of the latest practical date.
  
              Class                       Outstanding at August 9, 2000
  
  Common Stock: Ordinary Shares                    255,119,476
  
  THE "SAFE HARBOR" STATEMENT UNDER SECTION 27A OF THE SECURITIES ACT OF 1933 AND
  SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934.
  
  The statements in this form 10-Q that are not historical facts are
  forward-looking statements that involve risks and uncertainties, including but
  not limited to, risks associated with the inherent uncertainty of pharmaceutical
  research, product development and commercialisation, the impact of competitive
  products, patents, and other risks and uncertainties, including those detailed
  from time to time in periodic reports, including the Annual Report filed on Form
  10-K by Shire with the Securities and Exchange Commission.
  
  
  
  <PAGE>
  
  
  PART I.  FINANCIAL INFORMATION
  
  ITEM 1.  Financial Statements
  
  <TABLE>
  <CAPTION>
                                                      SHIRE PHARMACEUTICALS GROUP PLC
  
                                                        CONSOLIDATED BALANCE SHEETS
  
                                      (In thousands of U.S. dollars, except share and per share data)
  
                                                                                          June 30,          December 31,
                                                                                              2000                  1999
                                                                                       (Unaudited)
  <S>                                                                                       <C>                   <C>
  ASSETS                                                                               -----------           -----------
  Current assets:
  Cash and cash equivalents                                                                 89,443                54,082
  Marketable securities and other current asset investments                                 62,402                84,344
  Accounts receivable, net                                                                  82,455                59,018
  Inventories, net                                                                          39,763                39,538
  Deferred tax asset                                                                        11,484                 5,312
  Prepaid expenses and other current assets                                                 17,033                 9,012
                                                                                      ------------          ------------
  Total current assets                                                                     302,580               251,306
  
  Investments                                                                                3,452                 2,604
  Property, plant and equipment, net                                                        29,158                37,484
  Intangible assets, net                                                                   545,682               557,934
  Deferred tax asset                                                                        23,841                31,799
  Other assets                                                                               3,124                 6,636
                                                                                      ------------          ------------
  Total assets                                                                             907,837               887,763
                                                                                      ------------          ------------
  LIABILITIES AND SHAREHOLDERS' EQUITY
  Current liabilities:
  Current instalments of long-term debt                                                      5,392                 9,608
  Accounts and notes payable                                                                96,544               114,509
  Other current liabilities                                                                 18,841                48,703
                                                                                      ------------          ------------
  Total current liabilities                                                                120,777               172,820
  
  Long-term debt, excluding current instalments                                            128,113               126,314
  Other long-term liabilities                                                                  522                 1,345
                                                                                      ------------          ------------
  Total liabilities                                                                        249,412               300,479
                                                                                      ------------          ------------
  Shareholders' equity:
  Common stock, 5p par value; 400,000,000 shares authorised; and
  254,205,361 shares issued and outstanding (1999: 244,519,024)                             20,826                20,063
  
  Additional paid-in capital                                                               905,422               832,650
  Accumulated other comprehensive losses                                                  (27,802)              (10,303)
  Accumulated deficit                                                                    (240,021)             (255,126)
                                                                                      ------------          ------------
  Total shareholders' equity                                                               658,425               587,284
                                                                                      ------------          ------------
  Total liabilities and shareholders' equity                                               907,837               887,763
                                                                                      ------------          ------------
  
  The accompanying notes are an integral part of these financial statements.
  
  </TABLE>
  
  <PAGE>
  
  
  
  <TABLE>
  <CAPTION>
                                                      SHIRE PHARMACEUTICALS GROUP PLC
  
                                                     CONSOLIDATED STATEMENTS OF INCOME
                                      (In thousands of U.S. dollars, except share and per share data)
                                                                (Unaudited)
  
  
                                                        3 months to    3 months to       6 months to      6 months to
                                                      June 30, 2000    June 30, 1999     June 30, 2000    June 30, 1999
                                                      -------------    -------------     -------------    -------------
  <S>                                                       <C>               <C>            <C>               <C>
  Product sales                                             117,947           93,099         231,111           180,855
  Licensing and development                                   4,371            1,336           9,281             7,747
  Royalties                                                   1,318            1,141           1,923             1,770
  Other revenues                                                176              531             475               987
                                                       ------------     ------------    ------------      ------------
  Total revenues                                            123,812           96,107         242,790           191,359
  
  Costs and expenses:
  Cost of sales                                              20,680           19,229          41,585            42,740
  Research and development                                   28,602           15,369          54,674            31,648
  Selling, general and administrative (inclusive
  of stock option compensation charge of $236,
  $2,175, $23,482 and $7,057 respectively)                   47,439           42,114         113,485            83,049
                                                       ------------     ------------    ------------      ------------
  Total operating expenses                                   96,721           76,712         209,744           157,437
                                                       ------------     ------------    ------------      ------------
  Operating income                                           27,091           19,395          33,046            33,922
  
  Interest income                                             1,767            2,001           3,138             3,614
  Interest expense                                          (2,928)          (2,335)         (6,333)           (4,893)
  Other income/(expense), net                                   878            (522)             447               128
                                                       ------------     ------------    ------------      ------------
  Total other expenses                                        (283)            (856)         (2,748)           (1,151)
                                                        -----------      -----------    ------------      ------------
  Income before income taxes                                 26,808           18,539          30,298            32,771
  
  Income taxes                                              (7,437)          (9,130)        (15,193)          (13,096)
                                                       ------------     ------------    ------------      ------------
  Net income                                                 19,371            9,409          15,105            19,675
                                                       ------------     ------------    ------------      ------------
  
  Net income per share:
  Basic                                                       $0.08            $0.04           $0.06             $0.08
  Diluted                                                     $0.07            $0.04           $0.06             $0.08
  
  Weighted average number of shares:
  Basic                                                 251,924,794      242,149,929     249,282,994       241,299,183
  Diluted                                               262,200,813      248,264,519     257,686,354       248,179,621
  
  The results for the three months and six months ended June 30, 1999 have been
  restated to include the results of Roberts Pharmaceutical Corporation which was
  accounted for as a pooling of interests in accordance with APB 16, Accounting
  for Business Combinations.
  
  The accompanying notes are an integral part of these financial statements.
  
  </TABLE>
  
  <PAGE>
  
  
  
  <TABLE>
  <CAPTION>
                                                      SHIRE PHARMACEUTICALS GROUP PLC
  
                                              CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
  
                                                      (In thousands of U.S. dollars)
                                                                (Unaudited)
  
                                                                                        6 months to       6 months to
                                                                                      June 30, 2000     June 30, 1999
                                                                                         ----------        ----------
  <S>                                                                                      <C>                 <C>
  Net cash (used in)/provided by operating activities                                      (15,574)            41,573
                                                                                         ----------        ----------
  Cash flows from investing activities:
  Redemption of marketable securities, net                                                   43,970             4,642
  Increase in cash placed on short-term deposit                                            (22,029)          (38,876)
  Purchase of long term investment                                                            (837)                 -
  Expenses of acquisition of subsidiaries                                                     (657)                 -
  Purchase of intangible assets                                                            (11,836)          (40,474)
  Purchase of fixed assets                                                                  (4,220)           (2,268)
  Proceeds from sale of intangible fixed assets                                                   -               166
  Proceeds from sale of fixed assets                                                         10,265             1,304
  Collection on notes receivable                                                                748             4,623
                                                                                         ----------        ----------
  Net cash provided by/(used in) investing activities                                        15,404          (70,883)
                                                                                         ----------        ----------
  
  Cash flows from financing activities:
  Payments on long term debt, capital leases and notes                                      (2,417)           (8,041)
  Proceeds from issue of common stock                                                         5,427             3,654
  Payment of stock issuance costs                                                           (3,385)                 -
  Proceeds from exercise of options                                                          38,178             2,920
                                                                                         ----------        ----------
  Net cash provided by/(used in) financing activities                                        37,803           (1,467)
                                                                                         ----------        ----------
  Effect of foreign exchange rate changes on cash and cash equivalents
  
                                                                                            (2,272)             (249)
                                                                                         ----------        ----------
  Net increase/(decrease) in cash and cash equivalents                                       35,361          (31,026)
  Cash and cash equivalents at beginning of period                                           54,082            52,973
                                                                                         ----------        ----------
  Cash and cash equivalents at end of period                                                 89,443            21,947
                                                                                         ----------        ----------
  
  The results for the six months ended June 30, 1999 have been restated to include
  the results of Roberts Pharmaceutical Corporation which was accounted for as a
  pooling of interests in accordance with APB 16, Accounting for Business
  Combinations.
  
  The accompanying notes are an integral part of these financial statements.
  
  </TABLE>
  
  <PAGE>
  
  
  <TABLE>
  <CAPTION>
                                                      SHIRE PHARMACEUTICALS GROUP PLC
  
  
                                              CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
  
                                                      (In thousands of U.S. dollars)
                                                                (Unaudited)
  
  
                                                                  3 months to   3 months to   6 months to     6 months
                                                                     June 30,      June 30,      June 30,      to June
                                                                         2000          1999          2000     30, 1999
                                                                 ------------  ------------  ------------  ------------
  <S>                                                                  <C>            <C>          <C>          <C>
  Net income                                                           19,371         9,409        15,105       19,675
  Foreign currency translation adjustments                           (14,680)       (5,893)      (17,499)     (13,827)
                                                                 ------------  ------------  ------------  ------------
  Comprehensive income/(loss)                                           4,691         3,516       (2,394)        5,848
                                                                 ------------  ------------  ------------  ------------
  </TABLE>
  
  There are no tax effects related to the items included above.
  
  The results for the three months and six months ended June 30, 1999 have been
  restated to include the results of Roberts Pharmaceutical Corporation which was
  accounted for as a pooling of interests in accordance with APB 16, Accounting
  for Business Combinations.
  
  <PAGE>
  
  
  SHIRE PHARMACEUTICALS GROUP PLC
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  
  1.   Summary of Significant Accounting Policies
  
  a) Description of Operations and Principles of Consolidation
  
  Shire Pharmaceuticals Group plc is an international specialty pharmaceutical
  company with a strategic focus on four therapeutic areas: central nervous system
  disorders, metabolic diseases, oncology and gastroenterology. The Company's
  principal products include Adderall, for the treatment of Attention Deficit
  Hyperactivity Disorder, Agrylin, for the treatment of thrombocythemia, and
  Pentasa, for the treatment of ulcerative colitis.
  
  The Group has operations in the United States, Europe and the rest of the world.
  Within these geographic operating segments, revenues are derived from three
  sources: sales of products by the Company's own sales and marketing operations,
  licensing and development fees, and royalties.
  
  The accompanying consolidated financial statements include the accounts of Shire
  Pharmaceuticals Group plc and all its subsidiary undertakings after elimination
  of intercompany accounts and transactions.
  
  b) New Accounting Pronouncements
  
  In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative
  Instruments and Hedging Activities". This Statement requires that all
  derivatives be recorded in the balance sheet as either an asset or liability
  measured at its fair value and that changes in the derivative's fair value be
  recognized currently in earnings unless specific hedge accounting criteria are
  met. In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative
  Instruments and Hedging Activities - Deferral of the Effective Date of FASB
  Statement No. 133". This Statement defers for one year the effective date of
  SFAS 133 to all fiscal quarters of all fiscal years beginning after June 15,
  2000. The Company has not yet determined the future impact of this statement on
  its consolidated financial statements.
  
  In June 2000, the FASB issued Statement No. 138, "Accounting for Certain
  Derivative Instruments and Certain Hedging Activities - an Amendment of FASB
  Statement No. 133." SFAS 138 amends SFAS 133 to (a) exclude from the scope of
  SFAS No. 133 nonfinancial assets that will be delivered in quantities expected
  to be used or sold by the company over a reasonable period in the normal course
  of business and for which physical delivery is probable, (b) permit hedging of a
  benchmark interest rate, (c) allow hedging of foreign-currency-denominated
  assets and liabilities and (d) allow for limited hedging of net foreign currency
  exposures. The Company has not yet determined the future impact of SFAS 133 and
  SFAS 138 on its consolidated financial statements.
  
  In December 1999, the Securities and Exchange Commission (SEC) issued Staff
  Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB
  101). SAB 101 outlines the SEC's views on applying generally accepted accounting
  principles to revenue recognition in financial statements. Specifically, the
  bulletin provides both general and specific guidance as to the periods in which
  companies should recognize revenues. In addition, SAB 101 also highlights
  factors to be considered when determining whether to recognize revenues on a
  gross or net basis. SAB 101, as amended by SAB 101/A and SAB101/B, is effective
  beginning no later than their fourth fiscal quarter of the fiscal year beginning
  after December 15, 1999; as the Group is a calendar year-end company, this would
  be the quarter ending December 31, 2000. The group believes that its policies in
  regards to the recognition of revenues are in compliance with the guidance of
  SAB 101 and does not expect that the adoption of this standard will have any
  material effects on its results of operations, cash flows of financial position.
  
  c) Basis of Presentation
  
  The accompanying consolidated financial statements, which include the operations
  of the Company and its wholly owned subsidiaries and the financial information
  included herein, are unaudited. However, such information includes all
  adjustments (consisting solely of normal recurring adjustments) which are, in
  the opinion of Management, necessary to fairly state the results of the interim
  periods. Interim results are not necessarily indicative of results to be
  expected for the full year. It is suggested that these consolidated financial
  statements be read in conjunction with the Company's audited consolidated
  financial statements for the three years ended December 31, 1999 and notes
  thereto.
  
  
  <PAGE>
  
  2.   Inventory
  
  Inventory consists of:
  
                                       June 30,         December 31,
                                           2000                 1999
                                 --------------       --------------
  Finished goods                         22,022               26,573
  Work-in-process                         6,685                6,389
  Raw materials                          11,056                6,576
                                 --------------       --------------
                                         39,763               39,538
                                 --------------       --------------
  
  
  3.   Analysis of revenue, operating income and reportable segments
  
  The Company has disclosed segment information for the individual operating areas
  of the business, based on the way in which the business is managed and
  controlled. Shire's principal reporting segments are geographic, each being
  managed and monitored separately and serving different markets. The Company
  evaluates performance based on operating income.
  
  
  <TABLE>
  <CAPTION>
  Three months ended June 30, 2000                                                             Rest of
                                                                U.S.           Europe            World              Total
                                                               $'000            $'000            $'000              $'000
                                                          ----------       ----------       ----------         ----------
  <S>                                                         <C>              <C>               <C>              <C>
  Product sales                                               96,449           15,108            6,390            117,947
  Licensing and development                                      614            3,757                -              4,371
  Royalties                                                       85            1,233                -              1,318
  Other revenues                                                   9                -              167                176
                                                          ----------       ----------       ----------         ----------
  Total revenues                                              97,157           20,098            6,557            123,812
                                                          ----------       ----------       ----------         ----------
  
  Cost of revenues                                            12,483            5,662            2,535             20,680
  Research and development                                    19,536            9,040               26             28,602
  Selling, general and administrative                         32,718           13,156            1,565             47,439
                                                          ----------       ----------       ----------         ----------
  Total operating expenses                                    64,737           27,858            4,126             96,721
                                                          ----------       ----------       ----------         ----------
  Operating income/(loss)                                     32,420          (7,760)            2,431             27,091
                                                          ----------       ----------       ----------         ----------
  </TABLE>
  
  
  <PAGE>
  
  
  <TABLE>
  <CAPTION>
  Three months ended June 30, 1999                                                             Rest of
                                                                U.S.           Europe            World              Total
                                                               $'000            $'000            $'000              $'000
                                                          ----------       ----------       ----------         ----------
  <S>                                                         <C>              <C>               <C>               <C>
  Product sales                                               76,606           12,683            3,810             93,099
  Licensing and development                                        -            1,336                -              1,336
  Royalties                                                        -            1,141                -              1,141
  Other revenues                                                   -                               531                531
                                                          ----------       ----------       ----------         ----------
  Total revenues                                              76,606           15,160            4,341             96,107
  
  Cost of revenues                                             9,922            4,906            4,401             19,229
  Research and development                                     9,369            5,988               12             15,369
  Selling, general and administrative                         31,332            9,288            1,494             42,114
                                                          ----------       ----------       ----------         ----------
  Total operating expenses                                    50,623           20,182            5,907             76,712
                                                          ----------       ----------       ----------         ----------
  Operating income/(loss)                                     25,983          (5,022)          (1,566)             19,395
                                                          ----------       ----------       ----------         ----------
  
  
  Six months ended June 30, 2000                                                               Rest of
                                                                U.S.           Europe            World              Total
                                                               $'000            $'000            $'000              $'000
                                                          ----------       ----------       ----------         ----------
  Product sales                                              189,550           30,351           11,210            231,111
  Licensing and development                                    1,990            7,291                -              9,281
  Royalties                                                      129            1,794                -              1,923
  Other revenues                                                  13                -              462                475
                                                          ----------       ----------       ----------         ----------
  Total revenues                                             191,682           39,436           11,672            242,790
                                                          ----------       ----------       ----------         ----------
  
  Cost of revenues                                            25,437           11,393            4,755             41,585
  Research and development                                    36,784           17,847               43             54,674
  Selling, general and administrative                         58,858           50,949            3,678            113,485
                                                          ----------       ----------       ----------         ----------
  Total operating expenses                                   121,079           80,189            8,476            209,744
                                                          ----------       ----------       ----------         ----------
  Operating income/(loss)                                     70,603         (40,753)            3,196             33,046
                                                          ----------       ----------       ----------         ----------
  </TABLE>
  
  <PAGE>
  
  
  
  <TABLE>
  <CAPTION>
  Six months ended June 30, 1999                                                               Rest of
                                                                U.S.           Europe            World              Total
                                                               $'000            $'000            $'000              $'000
                                                          ----------       ----------       ----------         ----------
  <S>                                                        <C>               <C>               <C>              <C>
  Product sales                                              148,044           25,147            7,664            180,855
  Licensing and development                                    1,097            6,650                -              7,747
  Royalties                                                        -            1,770                -              1,770
  Other revenues                                                 188                -              799                987
                                                          ----------       ----------       ----------         ----------
  Total revenues                                             149,329           33,567            8,463            191,359
  
  Cost of revenues                                            23,901            9,951            8,888             42,740
  Research and development                                    16,791           14,835               22             31,648
  Selling, general and administrative                         55,377           24,700            2,972             83,049
                                                          ----------       ----------       ----------         ----------
  Total operating expenses                                    96,069           49,486           11,882            157,437
                                                          ----------       ----------       ----------         ----------
  Operating income/(loss)                                     53,260         (15,919)          (3,419)             33,922
                                                          ----------       ----------       ----------         ----------
  </TABLE>
  
  
  4.  Net income per share
  
  Basic net income per share is based upon the net income available to common
  stockholders divided by the weighted-average number of common shares outstanding
  during the period. Diluted net income per share is based upon net income
  available to common stockholders divided by the weighted-average number of
  common shares outstanding during the period and adjusted for the effect of all
  dilutive potential common shares that were outstanding during the period.
  
  
  
  The following table sets forth the computation of basic and diluted net income
  per share:
  
  <TABLE>
  <CAPTION>
                                           3 months to        3 months to         6 months to         6 months to
                                             June 30,           June 30,            June 30,            June 30,
                                               2000              1999                2000                 1999
                                      ----------------   ----------------    ----------------    ----------------
  
  <S>                                           <C>                 <C>                <C>                 <C>
  Numerator for basic
    net income per share                        19,371              9,409              15,105              19,675
  Interest charged on convertible
    debt                                           102                  -                   -                   -
                                      ----------------   ----------------    ----------------    ----------------
  Numerator for diluted net
  income per share                              19,473              9,409              15,105              19,675
                                      ----------------   ----------------    ----------------    ----------------
  
  Weighted average shares:               No. of shares      No. of shares       No. of shares       No. of shares
  
  Basic  - weighted
    average shares                         251,924,794        242,149,929         249,282,994         241,299,183
  Effect of dilutive
    stock options                            8,645,500          6,114,590           8,403,360           6,880,438
  Convertible debt                           1,630,519                  -                   -                   -
                                      ----------------   ----------------    ----------------    ----------------
  Diluted - weighted
    average shares                         262,200,813        248,264,519         257,686,354         248,179,621
                                      ----------------   ----------------    ----------------    ----------------
  
  Basic net income per share                     $0.08              $0.04               $0.06               $0.08
                                      ----------------   ----------------    ----------------    ----------------
  Diluted net income per share                   $0.07              $0.04               $0.06               $0.08
                                      ----------------   ----------------    ----------------    ----------------
  </TABLE>
  <PAGE>
  
  The calculation of diluted net income per share for the six months ended June
  30, 2000 excludes the effects of convertible debt securities issued by the
  Company. These securities have been excluded from the diluted net income per
  share because they have an antidilutive effect on the calculation, resulting
  from the inclusion of the assumed interest savings associated with the repayment
  of the related debt as a component of net income available for common
  shareholders. These securities convert into 1,630,519 shares of common stock.
  
  5.   Restructuring
  
  As a result of the merger with Roberts Pharmaceutical Corporation, the Company
  recorded pre tax charges in the fourth quarter of 1999 totalling $75.9 million
  comprising restructuring costs ($43.6 million) and merger related transaction
  expenses ($32.3 million). The restructuring costs included $37.9 million for
  employee termination and $5.7 million of property related expenses. The
  termination costs consisted of payments for severance, medical and other
  benefits, outplacement counselling, pension contributions and excise taxes.
  
  In December 1999, the decision was made to close the Roberts' office facility in
  Eatontown, New Jersey and consolidate the sales and marketing operations into
  the existing Shire facility in Florence, Kentucky and to transfer the research
  and development activities to Shire's facility in Rockville, Maryland.
  Similarly, Roberts' sales and marketing operations in the U.K. were combined
  with Shire's established operation in Andover, Hampshire.
  
  As part of the restructuring and elimination of duplicate facilities, the
  Company identified a total of 147 employees to be terminated. As of June 30,
  2000 all of the planned terminations were completed. The office facility in
  Eatontown was closed as of April 28, 2000 whilst the U.K. duplicate facility was
  closed on March 10, 2000.
  
  During the first quarter of 2000, the Company utilized $32.8 million of the
  restructuring reserve. This was primarily related to payments for severance as a
  result of the closure of the duplicate facilities and pension contributions.
  
  During the second quarter of 2000, the Company utilized a further $2.8 million
  of the restructuring reserve. This was in respect of employee termination costs
  and property related expenses.
  
  As of June 30, 2000 the Company had a combined reserve balance of $8.0 million,
  of which $6.3 million comprised excise taxes. Management is satisfied that the
  restructure programme is progressing as planned. Cost savings of approximately
  $4.0 million and $6.0 million arose in the first and second quarters of the year
  respectively, and it is anticipated that further benefits will arise in the
  second half of the year.
  
  
  
  
  <PAGE>
  
  6.       Consolidated statement of changes in shareholders' equity
  
  Movements in shareholders' equity for the six months ended June 30, 2000 are as
  follows:
  
  <TABLE>
  <CAPTION>
                                                                                            Accumu-
                                      Common        Common      Additional    Accumu-      lated other       Total
                                       Stock        Stock        paid-in       lated       comprehen-     shareholders'
                                      Amount      No. Shares     capital      deficit      sive losses       equity
                                    ------------  ------------ ------------- ------------- ------------- -------------
  <S>                                    <C>          <C>           <C>         <C>            <C>            <C>
  As at January 1, 2000                  20,063       244,519       832,650     (255,126)      (10,303)       587,284
  Net income                                  -             -             -        15,105             -        15,105
  Foreign currency translation                -             -             -             -      (17,499)      (17,499)
  Issuance of new shares                     55           694         5,372             -             -         5,427
  Options exercised                         708         8,992        37,470             -             -        38,178
  Issuance costs                              -             -       (3,385)             -             -       (3,385)
  Stock option compensation                   -             -        23,484             -             -        23,484
  Tax benefit associated with                 -             -         9,831             -             -         9,831
  exercise of stock options
                                    -------------  ----------- ------------- ------------- ------------- -------------
  As at June 30, 2000                    20,826       254,205       905,422     (240,021)      (27,802)       658,425
                                    -------------  ----------- ------------- ------------- ------------- -------------
  </TABLE>
  
  
  
  
  
  
  <PAGE>
  
  
  Item 2. Management's Discussion and Analysis of Financial Condition and Results
          of Operations
  
  Results of operations for the three months ended June 30, 2000, as compared with
  those for the three months ended June 30, 1999
  
  Overview of financial results
  
  Group revenues for the three months ended June 30, 2000 increased by 29 per cent
  to $123.8 million as compared to the three months ended June 30, 1999, primarily
  the result of a $24.8 million increase in product sales. The Group recorded
  second quarter net income of $19.4 million (1999: $9.4 million).
  
  Sales and marketing
  
  Product sales represented 95 per cent of total revenues at $117.9 million, an
  increase of 27 per cent over quarter two 1999 product sales of $93.1 million.
  Product sales in the U.S. continue to represent a significant percentage of our
  worldwide sales, 82% in the three months ended June 30, 2000.
  
  Product sales by segment      3 months to     3 months to
                              June 30, 2000   June 30, 1999        % change
                                      $'000           $'000
  
  United States                      96,449          76,606            25.9
  Europe                             15,108          12,683            19.1
  Rest of World                       6,390           3,810            67.7
                               ------------    ------------    ------------
  Total product sales               117,947          93,099            26.7
                               ------------    ------------    ------------
  
  
  Second quarter sales of Adderall and DextroStat, products marketed in the U.S.
  for the treatment of Attention Deficit Hyperactivity Disorder (ADHD), were $46.2
  million, representing growth of 46 per cent over the second quarter of 1999.
  Shire had gained 35.7 per cent of prescriptions written for ADHD in the US
  compared to 25.1 per cent at June 30, 1999. Adderall is now the brand leader in
  the US market for ADHD.
  
  Sales of Agrylin, the only U.S. product licensed for the treatment of essential
  thrombocythemia were $18.5 million, a 3 per cent decrease over quarter two 1999
  sales of $19.2 million. Sales in quarter two 1999 were exceptionally high due to
  wholesaler stock building in anticipation of a 7 per cent price increase in July
  1999. Shire achieved a script share of 16.7 per cent at June 30, 2000 of the
  total U.S. Agrylin market, including Hydrea and generic hydroxyurea, compared to
  10.2 per cent at June 30, 1999.
  
  Sales of Pentasa, licensed for the treatment of ulcerative colitis, at $13.2
  million, were 54 per cent higher than the comparable period last year.
  Prescriptions for Pentasa increased by 5 per cent during the quarter and reached
  a market share of 18.0 per cent of the U.S. oral mesalamine/obsalazine market at
  June 30, 2000 compared to 17.7 per cent at June 30, 1999.
  
  Carbatrol recorded sales growth of 39 per cent from sales of $3.8 million in the
  three months ended June 30, 1999 to $5.3 million in the three months ended June
  30, 2000. This translates to 28.1 per cent of the US extended release
  carbamazepine prescription market at the end of June 2000, compared to 17.0 per
  cent at June 30, 1999.
  
  Licensing
  
  Licensing and development fees in the three months ended June 30, 2000 increased
  by 227 per cent to $4.4 million compared to $1.3 million in the three months
  ended June 30, 1999. These results reflect the variability of this income
  quarter on quarter, based substantially as it is on the reimbursement of actual
  costs incurred on relevant projects, in particular Reminyl. Royalties increased
  by $0.2 million to $1.3 million.
  <PAGE>
  
  Cost of sales and operating expenses
  
  Gross margin on product sales increased from 79 per cent in the three months
  ended June 30, 1999 to 82 per cent in the three months ended June 30, 2000. This
  is due to the faster growth rate of the higher margin products, particularly
  Adderall which contributed 38 per cent of total product sales compared to 31 per
  cent in quarter two 1999.
  
  R&D expenditure increased 86 per cent to $28.6 million (1999: $15.4 million).
  This rise reflects the increased costs associated with the significant
  proportion of projects at Phase II or later where development costs tend to be
  higher. R&D expenditure in second quarter 2000 represents 23 per cent of
  revenues compared to 16 per cent in second quarter 1999.
  
  Selling, general and administrative expenses increased by 13 per cent to $47.4
  million (1999: $42.1 million). This increase reflects growth in the US sales
  force and is partly offset by merger cost savings of around $6 million for the
  second quarter 2000. The APB25 charge for the quarter was $0.2 million (1999:
  $2,175). This substantial reduction compared to the first quarter 2000 charge of
  $23.2 million reflects certain amendments to the executive share option scheme
  effective from March 1, 2000 that allow for compensation for elements of this
  arrangement to be recorded based upon the share price at that date, rather than
  being based on our share price at each reporting date.
  
  Depreciation and amortisation increased by 22 per cent to $7.7 million (1999:
  $6.3 million). This increase reflects the amortisation charge on those
  intangible assets acquired since the second quarter of 1999. Relevant
  acquisitions include the buy out of the Agrylin royalties, the purchase of the
  US marketing rights for Fareston and the addition of the Fuisz subsidiaries.
  
  Income taxes
  
  For the three months ended June 30, 2000 income taxes decreased $1.7 million
  from $9.1 million to $7.4 million. The Company's effective tax rate before the
  stock compensation charge was 28 per cent for the three months ended June 30,
  2000 (Q2 1999: 44 per cent). The Company has recorded net deferred tax assets of
  approximately $35 million. Realization is dependent upon generating sufficient
  taxable income to utilize such assets. Although realization on these assets is
  not assured, management believes it is more likely than not that the deferred
  tax assets will be realized.
  
  
  Results of operations for the six months ended June 30, 2000, as compared with
  those for the six months ended June 30, 1999
  
  Overview of financial results
  
  Group revenues for the six months ended June 30, 2000 were $242.8 million, an
  increase of $51.4 million or 27 per cent over the six months ended June 30,
  1999. The Group recorded net income of $15.1 million (1999: $19.7 million). Net
  income in the six months to June 30, 2000 includes an APB 25 charge of $23.5
  million compared to $7.1 million in the comparative period last year.
  
  Sales and marketing
  
  Product sales were $231.1 million in the six months to June 30, 2000 (1999:
  $180.9 million), representing an increase of 28 per cent. Of particular note,
  Adderall sales at $98.9 million were 63 per cent higher than in the first half
  of 1999.
  
  Other products contributing to the overall 28 per cent increase are Agrylin
  (increase of $5.2 million or 21 per cent), Carbatrol (increase of $4.5 million
  or 70 per cent) and ProAmatine (increase of $1.8 million or 23 per cent).
  
  US product sales for both the six months ended June 30, 2000 and June 30, 1999
  represented 82 per cent of the group's total sales revenue.
  
  <PAGE>
  
  Product sales by segment      6 months to     6 months to
                              June 30, 2000   June 30, 1999        % change
                                      $'000           $'000
  
  United States                     189,550         148,044            28.0
  Europe                             30,351          25,147            20.7
  Rest of World                      11,210           7,664            46.3
                               ------------    ------------    ------------
  Total product sales               231,111         180,855            27.8
                               ------------    ------------    ------------
  
  Licensing
  
  Licensing and development fees in the six months ended June 30, 2000 increased
  by 20 per cent to $9.3 million compared to $7.7 million in the six months ended
  June 30, 1999.
  
  Royalties increased by $0.1 million to $1.9 million.
  
  Cost of sales and operating expenses
  
  Gross margin on product sales increased from 76 per cent in the six months ended
  June 30, 1999 to 82 per cent in the six months ended June 30, 2000. This is due
  to the faster growth rate of the higher margin products, particularly Adderall,
  which contributed 43 per cent of total product sales compared to 34 per cent in
  the six months ended June 30, 1999.
  
  R&D expenditure increased 73 per cent to $54.7 million (1999: $31.7 million).
  This rise reflects the increased costs associated with the significant
  proportion of projects at Phase II or later where development costs tend to be
  higher. R&D expenditure in the six months ended June 30, 2000 represents 23 per
  cent of revenues compared to 17 per cent in the comparative period last year.
  
  Selling, general and administrative expenses increased by 37 per cent to $113.5
  million (1999: $83.0 million). A significant factor is the APB25 charge for the
  six months to June 30, 2000 of $23.5 million (1999: $7.1). In 2000, $23.3
  million of this charge was recorded during the first fiscal quarter. The
  executive share option scheme was amended effective from March 1, 2000 to allow
  for compensation for this arrangement to be recorded based upon the share price
  at that date, rather than being based on our share price at each reporting date.
  
  Depreciation and amortisation increased by 22 per cent to $15.3 million (1999:
  $12.5 million). As noted above, this increase reflects the amortisation charge
  on those intangible assets acquired since the second quarter of 1999.
  
  Income taxes
  
  For the six months ended June 30, 2000 income taxes were $15.2 million,
  representing an effective rate of tax on income pre APB 25 charge of 28 per
  cent.
  
  Liquidity and Financial Condition
  
  The Company's funding requirements depend on a number of factors, including the
  Company's product development programs, business and product acquisitions, the
  level of resources required for the expansion of marketing capabilities as the
  product base expands, increased investment in accounts receivable and inventory
  which may arise as sales levels increase, competitive and technological
  developments, the timing and cost of obtaining required regulatory approvals for
  new products, and the continuing revenues generated from sales of its key
  products.
  
  <PAGE>
  
  At June 30, 2000, the Company had net cash funds available as follows:
  
  Selected data:                                June 30,         December 31,
                                                    2000                 1999
                                                   $'000                $'000
                                          --------------       --------------
  Cash and cash equivalents                       89,443               54,082
  Marketable securities and other
    current asset investments                     62,402               84,344
  Debt                                         (133,505)            (135,922)
                                          --------------       --------------
  Net cash                                        18,340                2,504
                                          --------------       --------------
  
  Net cash used in operating activities in the six months ended June 30, 2000 was
  $15.6 compared to $41.6 million cash provided by operating activities in the six
  months to June 30, 1999. Cash payments in respect of restructuring and merger
  related expenses following the acquisition of Roberts Pharmaceutical Corporation
  in December 1999 are a major contributor to the outflow.
  
  Investing activities provided $15.4 million, which mainly comprised $44.0
  million on redemption of marketable securities offset by $22.0 million of cash
  placed on other short term deposits, $10.3 million of proceeds from the sale of
  fixed assets offset by new capital expenditure of $17.6 million and collection
  on notes receivable of $0.7 million. The fixed assets proceeds relate to the
  sale of the Eatontown site in New Jersey.
  
  Financing activities provided $37.8 million, which mainly comprised proceeds
  from the exercise of stock options.
  
  Capital expenditure
  
  Capital expenditure in the six months to June 30, 2000 included $4.2 million for
  tangible fixed assets and $11.8 million for intangible assets comprising the
  purchase of the exclusive rights in certain European countries of balsalazide, a
  treatment for ulcerative colitis.
  
  
  Other matters
  
  As a result of the merger with Roberts Pharmaceutical Corporation, the Company
  recorded pre tax charges in the fourth quarter of 1999 totalling $75.9 million
  comprising restructuring costs ($43.6 million) and merger related transaction
  expenses ($32.3 million). The restructuring costs included $37.9 million for
  employee termination and $5.7 million of property related expenses. The
  termination costs consisted of payments for severance, medical and other
  benefits, outplacement counselling, pension contributions and excise taxes.
  
  In December 1999, the decision was made to close the Roberts' office facility in
  Eatontown, New Jersey and consolidate the sales and marketing operations into
  the existing Shire facility in Florence, Kentucky and to transfer the research
  and development activities to Shire's facility in Rockville, Maryland.
  Similarly, Roberts' sales and marketing operations in the U.K. were combined
  with Shire's established operation in Andover, Hampshire.
  
  As part of the restructuring and elimination of duplicate facilities, the
  Company identified a total of 147 employees to be terminated. As of June 30,
  2000 all of the planned terminations were completed. The office facility in
  Eatontown was closed as of April 28, 2000 whilst the U.K. duplicate facility was
  closed on March 10, 2000.
  
  
  <PAGE>
  
  During the first quarter of 2000, the Company utilized $32.8 million of the
  restructuring reserve. This was primarily related to payments for severance as a
  result of the closure of the duplicate facilities and pension contributions.
  
  During the second quarter of 2000, the Company utilized a further $2.8 million
  of the restructuring reserve. This was in respect of employee termination costs
  and property related expenses.
  
  As of June 30, 2000 the Company had a combined reserve balance of $8.0 million,
  of which $6.3 million comprised excise taxes. Management is satisfied that the
  restructure programme is progressing as planned. Cost savings of approximately
  $4.0 million and $6.0 million arose in the first and second quarters of the year
  respectively, and it is anticipated that further benefits will arise in the
  second half of the year.
  
  
  Item 3.  Qualitative and Quantitative Disclosures about Market Risk
  
  There have been no material changes in the Company's market risk exposure since
  December 31, 1999. The Company's Annual Report on Form 10-K for the year ended
  December 31, 1999 contains a detailed discussion of the Company's market risk
  exposure in relation to interest rate market risk and foreign exchange market
  risk.
  
  <PAGE>
  
  
  PART II.   OTHER INFORMATION
  
  ITEM 1. LEGAL PROCEDINGS
  
  We are currently a defendant in approximately 3,000 lawsuits, in both federal
  and state courts, which seek damages for, among other things, personal injury
  arising from phentermine products supplied for the treatment of obesity by us
  and several other pharmaceutical companies. We have been sued as a manufacturer
  and distributor of phentermine, an anorectic used in the short-term treatment of
  obesity and one of the products addressed by the lawsuits. If we are found
  liable in some or all of these lawsuits for damages in excess of its assets, we
  would be required to consider reorganizing and seeking protection in bankruptcy
  or initiating insolvency proceedings. The suits relate to phentermine either
  alone or together with fenfluramine or dexfenfluramine. In 136 of these suits,
  the plaintiffs have specifically alleged in the complaint or subsequent
  discovery that they used Oby-Cap or Oby-Trim, phentermine products produced by
  us. The lawsuits generally allege the following claims:
  
  o    the defendants marketed phentermine and the other products for the
       treatment of obesity and misled users about the products and the dangers
       associated with them;
  
  o    the defendants failed to adequately test phentermine individually and when
       taken in combination with the other drugs; and
  
  o    the defendants knew or should have known about the negative effects of the
       drug and should have informed the public about such risks and/or failed to
       provide appropriate warning labels.
  
  We became involved with phentermine through the acquisition of certain assets of
  Rexar Pharmaceutical Corp. in January 1994. In addition to liability as a result
  of its own production of Oby-Cap, plaintiffs may seek to impose liability on us
  as a successor to Rexar. Class certification has been sought for certain of the
  claims made against us and the other defendants. In addition, pending federal
  lawsuits have been consolidated as a multidistrict litigation in the Eastern
  District of Pennysylvania.
  
  We intend to vigorously defend all lawsuits and pursue all available reasonable
  defenses. Legal expenses have thus far been paid by the insurers of our
  supplier, Eon Labs Manufacturing Inc. Through approximately June 2000, Eon and
  its distributors, including us, had exhausted approximately $50 million in
  insurance proceeds defending the lawsuits. We have our own insurance up to a
  maximum of $3 million for lawsuits filed in the period to April 28, 1998, an
  unlimited indemnity given by Eon for phentermine it manufactured for us and a
  limited indemnity from the former shareholders of Shire Richwood Inc. ("SRI")
  given at the time of our acquisition of SRI. We have already spent a substantial
  amount of resources in managing these lawsuits and will continue to do so.
  
  Through June 2000, we were named as a defendant in approximately 3,600 lawsuits
  and had been dismissed from approximately 600 of these cases. There are
  approximately 2,400 additional cases pending dismissal as of June 30, 2000. In
  only 136 cases pending was it alleged in the complaint or subsequent discovery
  that the plaintiff had used our particular product and we have been dismissed
  from 36 of these cases as well.
  
  Reference is hereby made to the Company's Annual Report on Form 10-K for the
  fiscal year ended December 31, 1999, for a description of certain other legal
  proceedings to which the Company is a party.
  
  
  <PAGE>
  
  
  ITEM 2. CHANGES IN SECURITIES
  
  None
  
  ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
  None
  
  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
  None
  
  ITEM 5. OTHER INFORMATION
  
  None
  
  ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
  
  (a)      Exhibits
  
           (27)     Financial Data Schedule - June 30, 2000
  
  (b)      Reports on Form 8-K
  
           The Company filed no Current Reports on Form 8-K during the quarter
  ended June 30, 2000.
  
  
  
  
  SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this Report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  SHIRE PHARMACEUTICALS GROUP PLC
  (Registrant)
  
  
  
  Date:    August 10, 2000            By:     Angus C Russell
                                              Group Finance Director
  
  
  Date:    August 10, 2000            By:     Rolf Stahel
                                              Chief Executive
  
  <PAGE>
  
  
  EXHIBIT INDEX
  
  Exhibit No.       Exhibit
  
  (27)     Financial Data Schedule - June 30, 2000
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text: FORM 10-Q
                         SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC 20549
  
     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                    ACT OF 1934
  
  For the Quarter Ended June 30, 2000
  
                           Commission File Number: 0-29630
  
                           SHIRE PHARMACEUTICALS GROUP PLC
               (Exact name of registrant as specified in its charter)
  
                 England and Wales                              N.A.
           (State or other jurisdiction                   (I.R.S. Employer
         of incorporation or organization)              Identification No.)
  
  East Anton, Andover, Hampshire SP10 5RG England
     (Address of principal executive offices)                (Zip Code)
  
                                   44 1264 333 455
                (Registrant's telephone number, including area code)
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding 12 months, and (2) has been subject to such filing requirements
  for the past 90 days.
  
                                                                  Yes X No _
  
  Indicate the number of shares outstanding of each of the issuer's classes of
  Common Stock, as of the latest practical date.
  
              Class                       Outstanding at August 9, 2000
  
  Common Stock: Ordinary Shares                    255,119,476
  
  THE "SAFE HARBOR" STATEMENT UNDER SECTION 27A OF THE SECURITIES ACT OF 1933 AND
  SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934.
  
  The statements in this form 10-Q that are not historical facts are
  forward-looking statements that involve risks and uncertainties, including but
  not limited to, risks associated with the inherent uncertainty of pharmaceutical
  research, product development and commercialisation, the impact of competitive
  products, patents, and other risks and uncertainties, including those detailed
  from time to time in periodic reports, including the Annual Report filed on Form
  10-K by Shire with the Securities and Exchange Commission.
  PART I.  FINANCIAL INFORMATION
  
  ITEM 1.  Financial Statements
  SHIRE PHARMACEUTICALS GROUP PLC
  
                                                        CONSOLIDATED BALANCE SHEETS
  
                                      (In thousands of U.S. dollars, except share and per share data)
  
                                                                                          June 30,          December 31,
                                                                                              2000                  1999
                                                                                       (Unaudited)
  ASSETS                                                                               -----------           -----------
  Current assets:
  Cash and cash equivalents                                                                 89,443                54,082
  Marketable securities and other current asset investments                                 62,402                84,344
  Accounts receivable, net                                                                  82,455                59,018
  Inventories, net                                                                          39,763                39,538
  Deferred tax asset                                                                        11,484                 5,312
  Prepaid expenses and other current assets                                                 17,033                 9,012
                                                                                      ------------          ------------
  Total current assets                                                                     302,580               251,306
  
  Investments                                                                                3,452                 2,604
  Property, plant and equipment, net                                                        29,158                37,484
  Intangible assets, net                                                                   545,682               557,934
  Deferred tax asset                                                                        23,841                31,799
  Other assets                                                                               3,124                 6,636
                                                                                      ------------          ------------
  Total assets                                                                             907,837               887,763
                                                                                      ------------          ------------
  LIABILITIES AND SHAREHOLDERS' EQUITY
  Current liabilities:
  Current instalments of long-term debt                                                      5,392                 9,608
  Accounts and notes payable                                                                96,544               114,509
  Other current liabilities                                                                 18,841                48,703
                                                                                      ------------          ------------
  Total current liabilities                                                                120,777               172,820
  
  Long-term debt, excluding current instalments                                            128,113               126,314
  Other long-term liabilities                                                                  522                 1,345
                                                                                      ------------          ------------
  Total liabilities                                                                        249,412               300,479
                                                                                      ------------          ------------
  Shareholders' equity:
  Common stock, 5p par value; 400,000,000 shares authorised; and
  254,205,361 shares issued and outstanding (1999: 244,519,024)                             20,826                20,063
  
  Additional paid-in capital                                                               905,422               832,650
  Accumulated other comprehensive losses                                                  (27,802)              (10,303)
  Accumulated deficit                                                                    (240,021)             (255,126)
                                                                                      ------------          ------------
  Total shareholders' equity                                                               658,425               587,284
                                                                                      ------------          ------------
  Total liabilities and shareholders' equity                                               907,837               887,763
                                                                                      ------------          ------------
  
  The accompanying notes are an integral part of these financial statements.
  SHIRE PHARMACEUTICALS GROUP PLC
  
                                                     CONSOLIDATED STATEMENTS OF INCOME
                                      (In thousands of U.S. dollars, except share and per share data)
                                                                (Unaudited)
  
                                                        3 months to    3 months to       6 months to      6 months to
                                                      June 30, 2000    June 30, 1999     June 30, 2000    June 30, 1999
                                                      -------------    -------------     -------------    -------------
  Product sales                                             117,947           93,099         231,111           180,855
  Licensing and development                                   4,371            1,336           9,281             7,747
  Royalties                                                   1,318            1,141           1,923             1,770
  Other revenues                                                176              531             475               987
                                                       ------------     ------------    ------------      ------------
  Total revenues                                            123,812           96,107         242,790           191,359
  
  Costs and expenses:
  Cost of sales                                              20,680           19,229          41,585            42,740
  Research and development                                   28,602           15,369          54,674            31,648
  Selling, general and administrative (inclusive
  of stock option compensation charge of $236,
  $2,175, $23,482 and $7,057 respectively)                   47,439           42,114         113,485            83,049
                                                       ------------     ------------    ------------      ------------
  Total operating expenses                                   96,721           76,712         209,744           157,437
                                                       ------------     ------------    ------------      ------------
  Operating income                                           27,091           19,395          33,046            33,922
  
  Interest income                                             1,767            2,001           3,138             3,614
  Interest expense                                          (2,928)          (2,335)         (6,333)           (4,893)
  Other income/(expense), net                                   878            (522)             447               128
                                                       ------------     ------------    ------------      ------------
  Total other expenses                                        (283)            (856)         (2,748)           (1,151)
                                                        -----------      -----------    ------------      ------------
  Income before income taxes                                 26,808           18,539          30,298            32,771
  
  Income taxes                                              (7,437)          (9,130)        (15,193)          (13,096)
                                                       ------------     ------------    ------------      ------------
  Net income                                                 19,371            9,409          15,105            19,675
                                                       ------------     ------------    ------------      ------------
  
  Net income per share:
  Basic                                                       $0.08            $0.04           $0.06             $0.08
  Diluted                                                     $0.07            $0.04           $0.06             $0.08
  
  Weighted average number of shares:
  Basic                                                 251,924,794      242,149,929     249,282,994       241,299,183
  Diluted                                               262,200,813      248,264,519     257,686,354       248,179,621
  
  The results for the three months and six months ended June 30, 1999 have been
  restated to include the results of Roberts Pharmaceutical Corporation which was
  accounted for as a pooling of interests in accordance with APB 16, Accounting
  for Business Combinations.
  
  The accompanying notes are an integral part of these financial statements.
  SHIRE PHARMACEUTICALS GROUP PLC
  
                                              CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
  
                                                      (In thousands of U.S. dollars)
                                                                (Unaudited)
  
                                                                                        6 months to       6 months to
                                                                                      June 30, 2000     June 30, 1999
                                                                                         ----------        ----------
  Net cash (used in)/provided by operating activities                                      (15,574)            41,573
                                                                                         ----------        ----------
  Cash flows from investing activities:
  Redemption of marketable securities, net                                                   43,970             4,642
  Increase in cash placed on short-term deposit                                            (22,029)          (38,876)
  Purchase of long term investment                                                            (837)                 -
  Expenses of acquisition of subsidiaries                                                     (657)                 -
  Purchase of intangible assets                                                            (11,836)          (40,474)
  Purchase of fixed assets                                                                  (4,220)           (2,268)
  Proceeds from sale of intangible fixed assets                                                   -               166
  Proceeds from sale of fixed assets                                                         10,265             1,304
  Collection on notes receivable                                                                748             4,623
                                                                                         ----------        ----------
  Net cash provided by/(used in) investing activities                                        15,404          (70,883)
                                                                                         ----------        ----------
  
  Cash flows from financing activities:
  Payments on long term debt, capital leases and notes                                      (2,417)           (8,041)
  Proceeds from issue of common stock                                                         5,427             3,654
  Payment of stock issuance costs                                                           (3,385)                 -
  Proceeds from exercise of options                                                          38,178             2,920
                                                                                         ----------        ----------
  Net cash provided by/(used in) financing activities                                        37,803           (1,467)
                                                                                         ----------        ----------
  Effect of foreign exchange rate changes on cash and cash equivalents
  
                                                                                            (2,272)             (249)
                                                                                         ----------        ----------
  Net increase/(decrease) in cash and cash equivalents                                       35,361          (31,026)
  Cash and cash equivalents at beginning of period                                           54,082            52,973
                                                                                         ----------        ----------
  Cash and cash equivalents at end of period                                                 89,443            21,947
                                                                                         ----------        ----------
  
  The results for the six months ended June 30, 1999 have been restated to include
  the results of Roberts Pharmaceutical Corporation which was accounted for as a
  pooling of interests in accordance with APB 16, Accounting for Business
  Combinations.
  
  The accompanying notes are an integral part of these financial statements.
  SHIRE PHARMACEUTICALS GROUP PLC
  
                                              CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
  
                                                      (In thousands of U.S. dollars)
                                                                (Unaudited)
  
                                                                  3 months to   3 months to   6 months to     6 months
                                                                     June 30,      June 30,      June 30,      to June
                                                                         2000          1999          2000     30, 1999
                                                                 ------------  ------------  ------------  ------------
  Net income                                                           19,371         9,409        15,105       19,675
  Foreign currency translation adjustments                           (14,680)       (5,893)      (17,499)     (13,827)
                                                                 ------------  ------------  ------------  ------------
  Comprehensive income/(loss)                                           4,691         3,516       (2,394)        5,848
                                                                 ------------  ------------  ------------  ------------
  There are no tax effects related to the items included above.
  
  The results for the three months and six months ended June 30, 1999 have been
  restated to include the results of Roberts Pharmaceutical Corporation which was
  accounted for as a pooling of interests in accordance with APB 16, Accounting
  for Business Combinations.
  SHIRE PHARMACEUTICALS GROUP PLC
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  
  1.   Summary of Significant Accounting Policies
  
  a) Description of Operations and Principles of Consolidation
  
  Shire Pharmaceuticals Group plc is an international specialty pharmaceutical
  company with a strategic focus on four therapeutic areas: central nervous system
  disorders, metabolic diseases, oncology and gastroenterology. The Company's
  principal products include Adderall, for the treatment of Attention Deficit
  Hyperactivity Disorder, Agrylin, for the treatment of thrombocythemia, and
  Pentasa, for the treatment of ulcerative colitis.
  
  The Group has operations in the United States, Europe and the rest of the world.
  Within these geographic operating segments, revenues are derived from three
  sources: sales of products by the Company's own sales and marketing operations,
  licensing and development fees, and royalties.
  
  The accompanying consolidated financial statements include the accounts of Shire
  Pharmaceuticals Group plc and all its subsidiary undertakings after elimination
  of intercompany accounts and transactions.
  
  b) New Accounting Pronouncements
  
  In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative
  Instruments and Hedging Activities". This Statement requires that all
  derivatives be recorded in the balance sheet as either an asset or liability
  measured at its fair value and that changes in the derivative's fair value be
  recognized currently in earnings unless specific hedge accounting criteria are
  met. In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative
  Instruments and Hedging Activities - Deferral of the Effective Date of FASB
  Statement No. 133". This Statement defers for one year the effective date of
  SFAS 133 to all fiscal quarters of all fiscal years beginning after June 15,
  2000. The Company has not yet determined the future impact of this statement on
  its consolidated financial statements.
  
  In June 2000, the FASB issued Statement No. 138, "Accounting for Certain
  Derivative Instruments and Certain Hedging Activities - an Amendment of FASB
  Statement No. 133." SFAS 138 amends SFAS 133 to (a) exclude from the scope of
  SFAS No. 133 nonfinancial assets that will be delivered in quantities expected
  to be used or sold by the company over a reasonable period in the normal course
  of business and for which physical delivery is probable, (b) permit hedging of a
  benchmark interest rate, (c) allow hedging of foreign-currency-denominated
  assets and liabilities and (d) allow for limited hedging of net foreign currency
  exposures. The Company has not yet determined the future impact of SFAS 133 and
  SFAS 138 on its consolidated financial statements.
  
  In December 1999, the Securities and Exchange Commission (SEC) issued Staff
  Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB
  101). SAB 101 outlines the SEC's views on applying generally accepted accounting
  principles to revenue recognition in financial statements. Specifically, the
  bulletin provides both general and specific guidance as to the periods in which
  companies should recognize revenues. In addition, SAB 101 also highlights
  factors to be considered when determining whether to recognize revenues on a
  gross or net basis. SAB 101, as amended by SAB 101/A and SAB101/B, is effective
  beginning no later than their fourth fiscal quarter of the fiscal year beginning
  after December 15, 1999; as the Group is a calendar year-end company, this would
  be the quarter ending December 31, 2000. The group believes that its policies in
  regards to the recognition of revenues are in compliance with the guidance of
  SAB 101 and does not expect that the adoption of this standard will have any
  material effects on its results of operations, cash flows of financial position.
  
  c) Basis of Presentation
  
  The accompanying consolidated financial statements, which include the operations
  of the Company and its wholly owned subsidiaries and the financial information
  included herein, are unaudited. However, such information includes all
  adjustments (consisting solely of normal recurring adjustments) which are, in
  the opinion of Management, necessary to fairly state the results of the interim
  periods. Interim results are not necessarily indicative of results to be
  expected for the full year. It is suggested that these consolidated financial
  statements be read in conjunction with the Company's audited consolidated
  financial statements for the three years ended December 31, 1999 and notes
  thereto.
  2.   Inventory
  
  Inventory consists of:
  
                                       June 30,         December 31,
                                           2000                 1999
                                 --------------       --------------
  Finished goods                         22,022               26,573
  Work-in-process                         6,685                6,389
  Raw materials                          11,056                6,576
                                 --------------       --------------
                                         39,763               39,538
                                 --------------       --------------
  
  3.   Analysis of revenue, operating income and reportable segments
  
  The Company has disclosed segment information for the individual operating areas
  of the business, based on the way in which the business is managed and
  controlled. Shire's principal reporting segments are geographic, each being
  managed and monitored separately and serving different markets. The Company
  evaluates performance based on operating income.
  Three months ended June 30, 2000                                                             Rest of
                                                                U.S.           Europe            World              Total
                                                               $'000            $'000            $'000              $'000
                                                          ----------       ----------       ----------         ----------
  Product sales                                               96,449           15,108            6,390            117,947
  Licensing and development                                      614            3,757                -              4,371
  Royalties                                                       85            1,233                -              1,318
  Other revenues                                                   9                -              167                176
                                                          ----------       ----------       ----------         ----------
  Total revenues                                              97,157           20,098            6,557            123,812
                                                          ----------       ----------       ----------         ----------
  
  Cost of revenues                                            12,483            5,662            2,535             20,680
  Research and development                                    19,536            9,040               26             28,602
  Selling, general and administrative                         32,718           13,156            1,565             47,439
                                                          ----------       ----------       ----------         ----------
  Total operating expenses                                    64,737           27,858            4,126             96,721
                                                          ----------       ----------       ----------         ----------
  Operating income/(loss)                                     32,420          (7,760)            2,431             27,091
                                                          ----------       ----------       ----------         ----------
  Three months ended June 30, 1999                                                             Rest of
                                                                U.S.           Europe            World              Total
                                                               $'000            $'000            $'000              $'000
                                                          ----------       ----------       ----------         ----------
  Product sales                                               76,606           12,683            3,810             93,099
  Licensing and development                                        -            1,336                -              1,336
  Royalties                                                        -            1,141                -              1,141
  Other revenues                                                   -                               531                531
                                                          ----------       ----------       ----------         ----------
  Total revenues                                              76,606           15,160            4,341             96,107
  
  Cost of revenues                                             9,922            4,906            4,401             19,229
  Research and development                                     9,369            5,988               12             15,369
  Selling, general and administrative                         31,332            9,288            1,494             42,114
                                                          ----------       ----------       ----------         ----------
  Total operating expenses                                    50,623           20,182            5,907             76,712
                                                          ----------       ----------       ----------         ----------
  Operating income/(loss)                                     25,983          (5,022)          (1,566)             19,395
                                                          ----------       ----------       ----------         ----------
  
  Six months ended June 30, 2000                                                               Rest of
                                                                U.S.           Europe            World              Total
                                                               $'000            $'000            $'000              $'000
                                                          ----------       ----------       ----------         ----------
  Product sales                                              189,550           30,351           11,210            231,111
  Licensing and development                                    1,990            7,291                -              9,281
  Royalties                                                      129            1,794                -              1,923
  Other revenues                                                  13                -              462                475
                                                          ----------       ----------       ----------         ----------
  Total revenues                                             191,682           39,436           11,672            242,790
                                                          ----------       ----------       ----------         ----------
  
  Cost of revenues                                            25,437           11,393            4,755             41,585
  Research and development                                    36,784           17,847               43             54,674
  Selling, general and administrative                         58,858           50,949            3,678            113,485
                                                          ----------       ----------       ----------         ----------
  Total operating expenses                                   121,079           80,189            8,476            209,744
                                                          ----------       ----------       ----------         ----------
  Operating income/(loss)                                     70,603         (40,753)            3,196             33,046
                                                          ----------       ----------       ----------         ----------
  Six months ended June 30, 1999                                                               Rest of
                                                                U.S.           Europe            World              Total
                                                               $'000            $'000            $'000              $'000
                                                          ----------       ----------       ----------         ----------
  Product sales                                              148,044           25,147            7,664            180,855
  Licensing and development                                    1,097            6,650                -              7,747
  Royalties                                                        -            1,770                -              1,770
  Other revenues                                                 188                -              799                987
                                                          ----------       ----------       ----------         ----------
  Total revenues                                             149,329           33,567            8,463            191,359
  
  Cost of revenues                                            23,901            9,951            8,888             42,740
  Research and development                                    16,791           14,835               22             31,648
  Selling, general and administrative                         55,377           24,700            2,972             83,049
                                                          ----------       ----------       ----------         ----------
  Total operating expenses                                    96,069           49,486           11,882            157,437
                                                          ----------       ----------       ----------         ----------
  Operating income/(loss)                                     53,260         (15,919)          (3,419)             33,922
                                                          ----------       ----------       ----------         ----------
  4.  Net income per share
  
  Basic net income per share is based upon the net income available to common
  stockholders divided by the weighted-average number of common shares outstanding
  during the period. Diluted net income per share is based upon net income
  available to common stockholders divided by the weighted-average number of
  common shares outstanding during the period and adjusted for the effect of all
  dilutive potential common shares that were outstanding during the period.
  
  The following table sets forth the computation of basic and diluted net income
  per share:
  3 months to        3 months to         6 months to         6 months to
                                             June 30,           June 30,            June 30,            June 30,
                                               2000              1999                2000                 1999
                                      ----------------   ----------------    ----------------    ----------------
  Numerator for basic
    net income per share                        19,371              9,409              15,105              19,675
  Interest charged on convertible
    debt                                           102                  -                   -                   -
                                      ----------------   ----------------    ----------------    ----------------
  Numerator for diluted net
  income per share                              19,473              9,409              15,105              19,675
                                      ----------------   ----------------    ----------------    ----------------
  
  Weighted average shares:               No. of shares      No. of shares       No. of shares       No. of shares
  
  Basic  - weighted
    average shares                         251,924,794        242,149,929         249,282,994         241,299,183
  Effect of dilutive
    stock options                            8,645,500          6,114,590           8,403,360           6,880,438
  Convertible debt                           1,630,519                  -                   -                   -
                                      ----------------   ----------------    ----------------    ----------------
  Diluted - weighted
    average shares                         262,200,813        248,264,519         257,686,354         248,179,621
                                      ----------------   ----------------    ----------------    ----------------
  
  Basic net income per share                     $0.08              $0.04               $0.06               $0.08
                                      ----------------   ----------------    ----------------    ----------------
  Diluted net income per share                   $0.07              $0.04               $0.06               $0.08
                                      ----------------   ----------------    ----------------    ----------------
  The calculation of diluted net income per share for the six months ended June
  30, 2000 excludes the effects of convertible debt securities issued by the
  Company. These securities have been excluded from the diluted net income per
  share because they have an antidilutive effect on the calculation, resulting
  from the inclusion of the assumed interest savings associated with the repayment
  of the related debt as a component of net income available for common
  shareholders. These securities convert into 1,630,519 shares of common stock.
  
  5.   Restructuring
  
  As a result of the merger with Roberts Pharmaceutical Corporation, the Company
  recorded pre tax charges in the fourth quarter of 1999 totalling $75.9 million
  comprising restructuring costs ($43.6 million) and merger related transaction
  expenses ($32.3 million). The restructuring costs included $37.9 million for
  employee termination and $5.7 million of property related expenses. The
  termination costs consisted of payments for severance, medical and other
  benefits, outplacement counselling, pension contributions and excise taxes.
  
  In December 1999, the decision was made to close the Roberts' office facility in
  Eatontown, New Jersey and consolidate the sales and marketing operations into
  the existing Shire facility in Florence, Kentucky and to transfer the research
  and development activities to Shire's facility in Rockville, Maryland.
  Similarly, Roberts' sales and marketing operations in the U.K. were combined
  with Shire's established operation in Andover, Hampshire.
  
  As part of the restructuring and elimination of duplicate facilities, the
  Company identified a total of 147 employees to be terminated. As of June 30,
  2000 all of the planned terminations were completed. The office facility in
  Eatontown was closed as of April 28, 2000 whilst the U.K. duplicate facility was
  closed on March 10, 2000.
  
  During the first quarter of 2000, the Company utilized $32.8 million of the
  restructuring reserve. This was primarily related to payments for severance as a
  result of the closure of the duplicate facilities and pension contributions.
  
  During the second quarter of 2000, the Company utilized a further $2.8 million
  of the restructuring reserve. This was in respect of employee termination costs
  and property related expenses.
  
  As of June 30, 2000 the Company had a combined reserve balance of $8.0 million,
  of which $6.3 million comprised excise taxes. Management is satisfied that the
  restructure programme is progressing as planned. Cost savings of approximately
  $4.0 million and $6.0 million arose in the first and second quarters of the year
  respectively, and it is anticipated that further benefits will arise in the
  second half of the year.
  6.       Consolidated statement of changes in shareholders' equity
  
  Movements in shareholders' equity for the six months ended June 30, 2000 are as
  follows:
  Accumu-
                                      Common        Common      Additional    Accumu-      lated other       Total
                                       Stock        Stock        paid-in       lated       comprehen-     shareholders'
                                      Amount      No. Shares     capital      deficit      sive losses       equity
                                    ------------  ------------ ------------- ------------- ------------- -------------
  As at January 1, 2000                  20,063       244,519       832,650     (255,126)      (10,303)       587,284
  Net income                                  -             -             -        15,105             -        15,105
  Foreign currency translation                -             -             -             -      (17,499)      (17,499)
  Issuance of new shares                     55           694         5,372             -             -         5,427
  Options exercised                         708         8,992        37,470             -             -        38,178
  Issuance costs                              -             -       (3,385)             -             -       (3,385)
  Stock option compensation                   -             -        23,484             -             -        23,484
  Tax benefit associated with                 -             -         9,831             -             -         9,831
  exercise of stock options
                                    -------------  ----------- ------------- ------------- ------------- -------------
  As at June 30, 2000                    20,826       254,205       905,422     (240,021)      (27,802)       658,425
                                    -------------  ----------- ------------- ------------- ------------- -------------
  Item 2. Management's Discussion and Analysis of Financial Condition and Results
          of Operations
  
  Results of operations for the three months ended June 30, 2000, as compared with
  those for the three months ended June 30, 1999
  
  Overview of financial results
  
  Group revenues for the three months ended June 30, 2000 increased by 29 per cent
  to $123.8 million as compared to the three months ended June 30, 1999, primarily
  the result of a $24.8 million increase in product sales. The Group recorded
  second quarter net income of $19.4 million (1999: $9.4 million).
  
  Sales and marketing
  
  Product sales represented 95 per cent of total revenues at $117.9 million, an
  increase of 27 per cent over quarter two 1999 product sales of $93.1 million.
  Product sales in the U.S. continue to represent a significant percentage of our
  worldwide sales, 82% in the three months ended June 30, 2000.
  
  Product sales by segment      3 months to     3 months to
                              June 30, 2000   June 30, 1999        % change
                                      $'000           $'000
  
  United States                      96,449          76,606            25.9
  Europe                             15,108          12,683            19.1
  Rest of World                       6,390           3,810            67.7
                               ------------    ------------    ------------
  Total product sales               117,947          93,099            26.7
                               ------------    ------------    ------------
  
  Second quarter sales of Adderall and DextroStat, products marketed in the U.S.
  for the treatment of Attention Deficit Hyperactivity Disorder (ADHD), were $46.2
  million, representing growth of 46 per cent over the second quarter of 1999.
  Shire had gained 35.7 per cent of prescriptions written for ADHD in the US
  compared to 25.1 per cent at June 30, 1999. Adderall is now the brand leader in
  the US market for ADHD.
  
  Sales of Agrylin, the only U.S. product licensed for the treatment of essential
  thrombocythemia were $18.5 million, a 3 per cent decrease over quarter two 1999
  sales of $19.2 million. Sales in quarter two 1999 were exceptionally high due to
  wholesaler stock building in anticipation of a 7 per cent price increase in July
  1999. Shire achieved a script share of 16.7 per cent at June 30, 2000 of the
  total U.S. Agrylin market, including Hydrea and generic hydroxyurea, compared to
  10.2 per cent at June 30, 1999.
  
  Sales of Pentasa, licensed for the treatment of ulcerative colitis, at $13.2
  million, were 54 per cent higher than the comparable period last year.
  Prescriptions for Pentasa increased by 5 per cent during the quarter and reached
  a market share of 18.0 per cent of the U.S. oral mesalamine/obsalazine market at
  June 30, 2000 compared to 17.7 per cent at June 30, 1999.
  
  Carbatrol recorded sales growth of 39 per cent from sales of $3.8 million in the
  three months ended June 30, 1999 to $5.3 million in the three months ended June
  30, 2000. This translates to 28.1 per cent of the US extended release
  carbamazepine prescription market at the end of June 2000, compared to 17.0 per
  cent at June 30, 1999.
  
  Licensing
  
  Licensing and development fees in the three months ended June 30, 2000 increased
  by 227 per cent to $4.4 million compared to $1.3 million in the three months
  ended June 30, 1999. These results reflect the variability of this income
  quarter on quarter, based substantially as it is on the reimbursement of actual
  costs incurred on relevant projects, in particular Reminyl. Royalties increased
  by $0.2 million to $1.3 million.
  Cost of sales and operating expenses
  
  Gross margin on product sales increased from 79 per cent in the three months
  ended June 30, 1999 to 82 per cent in the three months ended June 30, 2000. This
  is due to the faster growth rate of the higher margin products, particularly
  Adderall which contributed 38 per cent of total product sales compared to 31 per
  cent in quarter two 1999.
  
  R&D expenditure increased 86 per cent to $28.6 million (1999: $15.4 million).
  This rise reflects the increased costs associated with the significant
  proportion of projects at Phase II or later where development costs tend to be
  higher. R&D expenditure in second quarter 2000 represents 23 per cent of
  revenues compared to 16 per cent in second quarter 1999.
  
  Selling, general and administrative expenses increased by 13 per cent to $47.4
  million (1999: $42.1 million). This increase reflects growth in the US sales
  force and is partly offset by merger cost savings of around $6 million for the
  second quarter 2000. The APB25 charge for the quarter was $0.2 million (1999:
  $2,175). This substantial reduction compared to the first quarter 2000 charge of
  $23.2 million reflects certain amendments to the executive share option scheme
  effective from March 1, 2000 that allow for compensation for elements of this
  arrangement to be recorded based upon the share price at that date, rather than
  being based on our share price at each reporting date.
  
  Depreciation and amortisation increased by 22 per cent to $7.7 million (1999:
  $6.3 million). This increase reflects the amortisation charge on those
  intangible assets acquired since the second quarter of 1999. Relevant
  acquisitions include the buy out of the Agrylin royalties, the purchase of the
  US marketing rights for Fareston and the addition of the Fuisz subsidiaries.
  
  Income taxes
  
  For the three months ended June 30, 2000 income taxes decreased $1.7 million
  from $9.1 million to $7.4 million. The Company's effective tax rate before the
  stock compensation charge was 28 per cent for the three months ended June 30,
  2000 (Q2 1999: 44 per cent). The Company has recorded net deferred tax assets of
  approximately $35 million. Realization is dependent upon generating sufficient
  taxable income to utilize such assets. Although realization on these assets is
  not assured, management believes it is more likely than not that the deferred
  tax assets will be realized.
  
  Results of operations for the six months ended June 30, 2000, as compared with
  those for the six months ended June 30, 1999
  
  Overview of financial results
  
  Group revenues for the six months ended June 30, 2000 were $242.8 million, an
  increase of $51.4 million or 27 per cent over the six months ended June 30,
  1999. The Group recorded net income of $15.1 million (1999: $19.7 million). Net
  income in the six months to June 30, 2000 includes an APB 25 charge of $23.5
  million compared to $7.1 million in the comparative period last year.
  
  Sales and marketing
  
  Product sales were $231.1 million in the six months to June 30, 2000 (1999:
  $180.9 million), representing an increase of 28 per cent. Of particular note,
  Adderall sales at $98.9 million were 63 per cent higher than in the first half
  of 1999.
  
  Other products contributing to the overall 28 per cent increase are Agrylin
  (increase of $5.2 million or 21 per cent), Carbatrol (increase of $4.5 million
  or 70 per cent) and ProAmatine (increase of $1.8 million or 23 per cent).
  
  US product sales for both the six months ended June 30, 2000 and June 30, 1999
  represented 82 per cent of the group's total sales revenue.
  Product sales by segment      6 months to     6 months to
                              June 30, 2000   June 30, 1999        % change
                                      $'000           $'000
  
  United States                     189,550         148,044            28.0
  Europe                             30,351          25,147            20.7
  Rest of World                      11,210           7,664            46.3
                               ------------    ------------    ------------
  Total product sales               231,111         180,855            27.8
                               ------------    ------------    ------------
  
  Licensing
  
  Licensing and development fees in the six months ended June 30, 2000 increased
  by 20 per cent to $9.3 million compared to $7.7 million in the six months ended
  June 30, 1999.
  
  Royalties increased by $0.1 million to $1.9 million.
  
  Cost of sales and operating expenses
  
  Gross margin on product sales increased from 76 per cent in the six months ended
  June 30, 1999 to 82 per cent in the six months ended June 30, 2000. This is due
  to the faster growth rate of the higher margin products, particularly Adderall,
  which contributed 43 per cent of total product sales compared to 34 per cent in
  the six months ended June 30, 1999.
  
  R&D expenditure increased 73 per cent to $54.7 million (1999: $31.7 million).
  This rise reflects the increased costs associated with the significant
  proportion of projects at Phase II or later where development costs tend to be
  higher. R&D expenditure in the six months ended June 30, 2000 represents 23 per
  cent of revenues compared to 17 per cent in the comparative period last year.
  
  Selling, general and administrative expenses increased by 37 per cent to $113.5
  million (1999: $83.0 million). A significant factor is the APB25 charge for the
  six months to June 30, 2000 of $23.5 million (1999: $7.1). In 2000, $23.3
  million of this charge was recorded during the first fiscal quarter. The
  executive share option scheme was amended effective from March 1, 2000 to allow
  for compensation for this arrangement to be recorded based upon the share price
  at that date, rather than being based on our share price at each reporting date.
  
  Depreciation and amortisation increased by 22 per cent to $15.3 million (1999:
  $12.5 million). As noted above, this increase reflects the amortisation charge
  on those intangible assets acquired since the second quarter of 1999.
  
  Income taxes
  
  For the six months ended June 30, 2000 income taxes were $15.2 million,
  representing an effective rate of tax on income pre APB 25 charge of 28 per
  cent.
  
  Liquidity and Financial Condition
  
  The Company's funding requirements depend on a number of factors, including the
  Company's product development programs, business and product acquisitions, the
  level of resources required for the expansion of marketing capabilities as the
  product base expands, increased investment in accounts receivable and inventory
  which may arise as sales levels increase, competitive and technological
  developments, the timing and cost of obtaining required regulatory approvals for
  new products, and the continuing revenues generated from sales of its key
  products.
  At June 30, 2000, the Company had net cash funds available as follows:
  
  Selected data:                                June 30,         December 31,
                                                    2000                 1999
                                                   $'000                $'000
                                          --------------       --------------
  Cash and cash equivalents                       89,443               54,082
  Marketable securities and other
    current asset investments                     62,402               84,344
  Debt                                         (133,505)            (135,922)
                                          --------------       --------------
  Net cash                                        18,340                2,504
                                          --------------       --------------
  
  Net cash used in operating activities in the six months ended June 30, 2000 was
  $15.6 compared to $41.6 million cash provided by operating activities in the six
  months to June 30, 1999. Cash payments in respect of restructuring and merger
  related expenses following the acquisition of Roberts Pharmaceutical Corporation
  in December 1999 are a major contributor to the outflow.
  
  Investing activities provided $15.4 million, which mainly comprised $44.0
  million on redemption of marketable securities offset by $22.0 million of cash
  placed on other short term deposits, $10.3 million of proceeds from the sale of
  fixed assets offset by new capital expenditure of $17.6 million and collection
  on notes receivable of $0.7 million. The fixed assets proceeds relate to the
  sale of the Eatontown site in New Jersey.
  
  Financing activities provided $37.8 million, which mainly comprised proceeds
  from the exercise of stock options.
  
  Capital expenditure
  
  Capital expenditure in the six months to June 30, 2000 included $4.2 million for
  tangible fixed assets and $11.8 million for intangible assets comprising the
  purchase of the exclusive rights in certain European countries of balsalazide, a
  treatment for ulcerative colitis.
  
  Other matters
  
  As a result of the merger with Roberts Pharmaceutical Corporation, the Company
  recorded pre tax charges in the fourth quarter of 1999 totalling $75.9 million
  comprising restructuring costs ($43.6 million) and merger related transaction
  expenses ($32.3 million). The restructuring costs included $37.9 million for
  employee termination and $5.7 million of property related expenses. The
  termination costs consisted of payments for severance, medical and other
  benefits, outplacement counselling, pension contributions and excise taxes.
  
  In December 1999, the decision was made to close the Roberts' office facility in
  Eatontown, New Jersey and consolidate the sales and marketing operations into
  the existing Shire facility in Florence, Kentucky and to transfer the research
  and development activities to Shire's facility in Rockville, Maryland.
  Similarly, Roberts' sales and marketing operations in the U.K. were combined
  with Shire's established operation in Andover, Hampshire.
  
  As part of the restructuring and elimination of duplicate facilities, the
  Company identified a total of 147 employees to be terminated. As of June 30,
  2000 all of the planned terminations were completed. The office facility in
  Eatontown was closed as of April 28, 2000 whilst the U.K. duplicate facility was
  closed on March 10, 2000.
  During the first quarter of 2000, the Company utilized $32.8 million of the
  restructuring reserve. This was primarily related to payments for severance as a
  result of the closure of the duplicate facilities and pension contributions.
  
  During the second quarter of 2000, the Company utilized a further $2.8 million
  of the restructuring reserve. This was in respect of employee termination costs
  and property related expenses.
  
  As of June 30, 2000 the Company had a combined reserve balance of $8.0 million,
  of which $6.3 million comprised excise taxes. Management is satisfied that the
  restructure programme is progressing as planned. Cost savings of approximately
  $4.0 million and $6.0 million arose in the first and second quarters of the year
  respectively, and it is anticipated that further benefits will arise in the
  second half of the year.
  
  Item 3.  Qualitative and Quantitative Disclosures about Market Risk
  
  There have been no material changes in the Company's market risk exposure since
  December 31, 1999. The Company's Annual Report on Form 10-K for the year ended
  December 31, 1999 contains a detailed discussion of the Company's market risk
  exposure in relation to interest rate market risk and foreign exchange market
  risk.
  PART II.   OTHER INFORMATION
  
  ITEM 1. LEGAL PROCEDINGS
  
  We are currently a defendant in approximately 3,000 lawsuits, in both federal
  and state courts, which seek damages for, among other things, personal injury
  arising from phentermine products supplied for the treatment of obesity by us
  and several other pharmaceutical companies. We have been sued as a manufacturer
  and distributor of phentermine, an anorectic used in the short-term treatment of
  obesity and one of the products addressed by the lawsuits. If we are found
  liable in some or all of these lawsuits for damages in excess of its assets, we
  would be required to consider reorganizing and seeking protection in bankruptcy
  or initiating insolvency proceedings. The suits relate to phentermine either
  alone or together with fenfluramine or dexfenfluramine. In 136 of these suits,
  the plaintiffs have specifically alleged in the complaint or subsequent
  discovery that they used Oby-Cap or Oby-Trim, phentermine products produced by
  us. The lawsuits generally allege the following claims:
  
  o    the defendants marketed phentermine and the other products for the
       treatment of obesity and misled users about the products and the dangers
       associated with them;
  
  o    the defendants failed to adequately test phentermine individually and when
       taken in combination with the other drugs; and
  
  o    the defendants knew or should have known about the negative effects of the
       drug and should have informed the public about such risks and/or failed to
       provide appropriate warning labels.
  
  We became involved with phentermine through the acquisition of certain assets of
  Rexar Pharmaceutical Corp. in January 1994. In addition to liability as a result
  of its own production of Oby-Cap, plaintiffs may seek to impose liability on us
  as a successor to Rexar. Class certification has been sought for certain of the
  claims made against us and the other defendants. In addition, pending federal
  lawsuits have been consolidated as a multidistrict litigation in the Eastern
  District of Pennysylvania.
  
  We intend to vigorously defend all lawsuits and pursue all available reasonable
  defenses. Legal expenses have thus far been paid by the insurers of our
  supplier, Eon Labs Manufacturing Inc. Through approximately June 2000, Eon and
  its distributors, including us, had exhausted approximately $50 million in
  insurance proceeds defending the lawsuits. We have our own insurance up to a
  maximum of $3 million for lawsuits filed in the period to April 28, 1998, an
  unlimited indemnity given by Eon for phentermine it manufactured for us and a
  limited indemnity from the former shareholders of Shire Richwood Inc. ("SRI")
  given at the time of our acquisition of SRI. We have already spent a substantial
  amount of resources in managing these lawsuits and will continue to do so.
  
  Through June 2000, we were named as a defendant in approximately 3,600 lawsuits
  and had been dismissed from approximately 600 of these cases. There are
  approximately 2,400 additional cases pending dismissal as of June 30, 2000. In
  only 136 cases pending was it alleged in the complaint or subsequent discovery
  that the plaintiff had used our particular product and we have been dismissed
  from 36 of these cases as well.
  
  Reference is hereby made to the Company's Annual Report on Form 10-K for the
  fiscal year ended December 31, 1999, for a description of certain other legal
  proceedings to which the Company is a party.
  ITEM 2. CHANGES IN SECURITIES
  
  None
  
  ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
  None
  
  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
  None
  
  ITEM 5. OTHER INFORMATION
  
  None
  
  ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
  
  (a)      Exhibits
  
           (27)     Financial Data Schedule - June 30, 2000
  
  (b)      Reports on Form 8-K
  
           The Company filed no Current Reports on Form 8-K during the quarter
  ended June 30, 2000.
  
  SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this Report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  SHIRE PHARMACEUTICALS GROUP PLC
  (Registrant)
  
  Date:    August 10, 2000            By:     Angus C Russell
                                              Group Finance Director
  
  Date:    August 10, 2000            By:     Rolf Stahel
                                              Chief Executive
  EXHIBIT INDEX
  
  Exhibit No.       Exhibit
  
  (27)     Financial Data Schedule - June 30, 2000