content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                      FORM 10-Q
  
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
  OF 1934 For the Quarterly Period ended March 31, 2003
  
                           Commission file number: 0-29630
  
                           SHIRE PHARMACEUTICALS GROUP PLC
               (Exact name of registrant as specified in its charter)
  
           England and Wales                            98-0359573
     (State or other jurisdiction          (I.R.S. Employer Identification No.)
   of incorporation or organization)
  
   Hampshire International Business Park, Chineham,            RG24 8EP
            Basingstoke, Hampshire, England                   (Zip Code)
        (Address of principal executive offices)
  
                    44 1256 894 000
  (Registrant's telephone number, including area code)
  
       Securities registered pursuant to Section 12(b) of the Act:
  
                Title of each class                    Name of exchange on which
                                                       registered
  
   American Depository Shares, each representing 3     NASDAQ National Market
      Common Shares 5 pence par value per share
  
  Securities registered pursuant to Section 12(g) of the Act:
  
                            None
  
                       (Title of class)
  
  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  [  ]
  
  
                                                                                 1
  <PAGE>
  
  Indicate by check mark whether the Registrant is an accelerated filer (as
  defined in Rule 12b-2 of the Exchange Act).
  
  Yes  [X]          No  [  ]
  
  As of May 15, 2003, the number of outstanding common shares of the Registrant
  was 484,692,576.
  
  THE "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
  OF 1995
  
  Statements included herein that are not historical facts, are forward-looking
  statements. Such forward-looking statements involve a number of risks and
  uncertainties and are subject to change at any time. In the event such risks or
  uncertainties materialize, Shire's results could be materially affected. The
  risks and uncertainties include, but are not limited to, risks associated with
  the inherent uncertainty of pharmaceutical research, product development,
  manufacturing and commercialization, the impact of competitive products,
  including, but not limited to, the impact on Shire's Attention Deficit
  Hyperactivity Disorder (ADHD) franchise, patents, including but not limited to,
  legal challenges relating to Shire's ADHD franchise, government regulation and
  approval, including but not limited to the expected product approval date of
  lanthanum carbonate (FOSRENOL(R)) and METHYPATCH(R), and other risks and
  uncertainties detailed from time to time in our filings, including the Annual
  Report filed on Form 10-K by Shire with the Securities and Exchange Commission.
  
  The following are trademarks of Shire or companies within the Shire Group, which
  are the subject of trademark registrations in certain territories.
  
  ADDERALL XR(R) (mixed amphetamine salts)
  ADDERALL(R) (mixed amphetamine salts)
  ADEPT(R) (4% icodextrin solution)
  AGRYLIN(R) (anagrelide hydrochloride)
  AMATINE(R) (midodrine hydrochloride)
  CALCICHEW(R) (calcium carbonate)
  CARBATROL(R) (carbamazepine)
  FOSRENOL(R) (lanthanum carbonate)
  FLUVIRAL(R) S/F (split virion influenza vaccine)
  METHYPATCH(R) (methylphenidate)
  PROAMATINE(R) (midodrine hydrochloride)
  SOLARAZE(R) (diclofenac sodium 4%)
  TROXATYL(R) (troxacitabine)
  XAGRID(R) (anagrelide hydrochloride)
  
  The following are trademarks of third parties.
  
  3TC (trademark of GlaxoSmithKline (GSK))
  COMBIVIR (trademark of GSK)
  EPIVIR (trademark of GSK)
  EPIVIR-HBV (trademark of GSK)
  HEPTOVIR (trademark of GSK)
  PENTASA (trademark of Ferring AS)
  REMINYL (trademark of Johnson & Johnson)
  TRIZIVIR (trademark of GSK)
  ZEFFIX (trademark of GSK)
  
                                                                                 2
  <PAGE>
  
  
  PART I.  FINANCIAL INFORMATION
  
  ITEM 1.  Financial Statements
  
  <TABLE>
  <CAPTION>
  
                           SHIRE PHARMACEUTICALS GROUP PLC
                             CONSOLIDATED BALANCE SHEETS
            (In thousands of US dollars, except share and per share data)
  
                                                                                                  (Unaudited)
                                                                                                    March 31,         December 31,
                                                                                                         2003                 2002
                                                                                  Notes                 $'000                $'000
                                                                                  -----           -----------         ------------
  ASSETS
  <S>                                                                                               <C>                    <C>
  Current assets:
  Cash and cash equivalents                                                                         1,041,468              897,718
  Marketable securities                                                                               248,503              316,126
  Accounts receivable, net                                                                            139,209              138,397
  Inventories, net                                                                 (5)                 51,761               49,216
  Deferred tax asset                                                                                   38,135               34,849
  Prepaid expenses and other current assets                                                            31,297               30,790
                                                                                                  -----------         ------------
  Total current assets                                                                              1,550,373            1,467,096
  
  Investments                                                                                          71,370               71,962
  Property, plant and equipment, net                                                                  149,237              135,234
  Goodwill, net                                                                                       200,604              203,767
  Other intangible assets, net                                                     (6)                293,311              301,084
  Deferred tax asset                                                                                   14,100                6,216
  Other non-current assets                                                                             21,945               23,264
                                                                                                  -----------         ------------
  Total assets                                                                                      2,300,940            2,208,623
                                                                                                  -----------         ------------
  LIABILITIES AND SHAREHOLDERS' EQUITY
  Current liabilities:
  Current instalments of long-term debt                                                                   975                  888
  Accounts payable and accrued expenses                                                               190,810              184,107
  Other current liabilities                                                                            58,329               15,492
                                                                                                  -----------         ------------
  Total current liabilities from continuing operations                                                250,114              200,487
  Current liabilities from discontinued operations                                                          -               12,784
                                                                                                  -----------         ------------
  Total current liabilities                                                                           250,114              213,271
                                                                                                  -----------         ------------
  Long-term debt, excluding current instalments                                                       393,291              407,302
  Other non-current liabilities                                                                        10,479               14,884
                                                                                                  -----------         ------------
  Total liabilities                                                                                   653,884              635,457
                                                                                                  -----------         ------------
  Shareholders' equity:
  Common stock, 5p par value: 800,000,000 shares authorized; 484,523,036
  (2002: 484,344,412) shares issued and outstanding                                                    40,065               40,051
  Exchangeable shares: 5,874,112 shares issued and outstanding                                        272,523              272,523
  Additional paid-in capital                                                                        1,028,372            1,027,499
  Accumulated other comprehensive losses                                                             (31,494)             (41,431)
  Retained earnings                                                                                   337,590              274,524
                                                                                                  -----------         ------------
  Total shareholders' equity                                                       (8)              1,647,056            1,573,166
                                                                                                   __________           __________
  Total liabilities and shareholders' equity                                                        2,300,940            2,208,623
                                                                                                  -----------         ------------
  
  </TABLE>
  
  The accompanying notes are an integral part of these consolidated financial
  statements.
  
                                                                                 3
  <PAGE>
  
  
  <TABLE>
  <CAPTION>
  
                           SHIRE PHARMACEUTICALS GROUP PLC
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                             (In thousands of US dollars, except share and per share data)
                                     (Unaudited)
  
  3 months ended March 31,                                                                               2003                 2002
                                                                                  Notes                 $'000                $'000
                                                                                  -----           -----------         ------------
  Revenues:
  <S>                                                                                                 <C>                  <C>
  Product sales                                                                                       256,353              196,507
  Licensing and development                                                                               394                  682
  Royalties                                                                                            47,763               39,576
  Other revenues                                                                                            7                  217
                                                                                                  -----------         ------------
  Total revenues                                                                   (2)                304,517              236,982
  
  Costs and expenses:
  Cost of product sales                                                            (2)                 38,645               25,020
  Research and development                                                         (2)                 54,598               49,729
  Selling, general and administrative (inclusive of stock option compensation
  credit of $24,349 and $302,249 for 2003 and 2002 respectively)                                      122,082               91,940
                                                                                                  -----------         ------------
  Total operating expenses                                                         (2)                215,325              166,689
                                                                                                  -----------         ------------
  Operating income                                                                 (2)                 89,192               70,293
  
  Interest income                                                                                       5,113                4,731
  Interest expense                                                                                    (2,648)              (1,977)
  Other (expense)/income, net                                                                         (3,616)                1,141
                                                                                                  -----------         ------------
  Total other (expense)/income, net                                                                   (1,151)                3,895
                                                                                                  -----------         ------------
  Income from continuing operations before income taxes and equity in
  (losses)/earnings of equity method investees                                                         88,041               74,188
  Income taxes                                                                                       (24,526)             (19,757)
  Equity in (losses)/earnings of equity method investees                                                (449)                  744
                                                                                                  -----------         ------------
  Income from continuing operations                                                                    63,066               55,175
  Income from discontinued operations (net of income tax expenses of $nil and
  $956,000 respectively)                                                                                    -                1,627
                                                                                                  -----------         ------------
  Net income                                                                                           63,066               56,802
                                                                                                  -----------         ------------
  Earnings per share - basic
  Income from continuing operations                                                                     12.6c                11.1c
  Income from discontinued operations                                                                       -                 0.3c
                                                                                                  -----------         ------------
                                                                                   (3)                  12.6c                11.4c
                                                                                                  -----------         ------------
  Earnings per share - diluted
  Income from continuing operations                                                                     12.3c                10.8c
  Income from discontinued operations                                                                       -                 0.3c
                                                                                                  -----------         ------------
                                                                                   (3)                  12.3c                11.1c
                                                                                                  -----------         ------------
  Weighted average number of shares:
  Basic                                                                                           501,989,884          499,926,390
  Diluted                                                                                         522,547,153          524,865,259
  
  </TABLE>
  
  The results for the 3 months ended March 31, 2002 have been restated to reflect
  the disposal of the "Over-The-Counter" (OTC) business, which has been accounted
  for as a discontinued operation.
  
  The accompanying notes are an integral part of these consolidated financial
  statements.
  
                                                                                 4
  <PAGE>
  
  
  <TABLE>
  <CAPTION>
  
                           SHIRE PHARMACEUTICALS GROUP PLC
               CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME/(LOSSES)
                            (In thousands of US dollars)
                                     (Unaudited)
  
  3 months ended March 31,                                                                               2003                 2002
                                                                                                        $'000                $'000
                                                                                                   ----------           ----------
  <S>                                                                                                  <C>                  <C>
  Net income                                                                                           63,066               56,802
  
  Other comprehensive income/(loss):
  Foreign currency translation adjustments                                                             15,723              (5,964)
  Unrealised holding loss on available for sale securities                                            (5,786)                    -
                                                                                                   ----------           ----------
  Comprehensive income                                                                                 73,003               50,838
                                                                                                   ----------           ----------
  
  The components of accumulated other comprehensive losses as at March 31, 2003
  and December 31, 2002 are as follows:
  
                                                                                                    March 31,         December 31,
                                                                                                         2003                 2002
                                                                                                        $'000                $'000
                                                                                                   ----------           ----------
  Foreign currency translation adjustments                                                           (26,972)             (42,695)
  Unrealized holding (loss)/gain on available for sale securities                                     (4,522)                1,264
                                                                                                   ----------           ----------
  Accumulated other comprehensive losses                                                             (31,494)             (41,431)
                                                                                                   ----------           ----------
  </TABLE>
  
  
  There are no material tax effects related to the items included above.
  
  The accompanying notes are an integral part of these consolidated financial
  statements.
  
  
                                                                                 5
  <PAGE>
  
  
  <TABLE>
  <CAPTION>
  
                           SHIRE PHARMACEUTICALS GROUP PLC
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                            (In thousands of US dollars)
                                     (Unaudited)
  
  3 months ended March 31,                                                                               2003                 2002
                                                                                                        $'000                $'000
                                                                                                   ----------           ----------
  CASH FLOWS FROM OPERATING ACTIVITIES:
  <S>                                                                                                  <C>                  <C>
  Net income from continuing operations                                                                63,066               55,175
  Adjustments to reconcile net income to net cash provided by operating activities:
  Depreciation and amortization                                                                        11,661               10,173
  Stock option compensation                                                                              (24)                (302)
  Tax benefit of stock option compensation, credited directly to equity                                     -                  590
  Increase in deferred tax asset                                                                     (11,170)              (2,904)
  Non-cash exchange gains and losses                                                                    1,794                (793)
  Equity in losses/(profits) of equity method investees                                                   449                (744)
  Write-down of intangible assets                                                                           -                2,500
  Write-down of long-term investments                                                                   3,973                    -
  Unrealised holding loss on available for sale securities                                              5,786                    -
  Changes in operating assets and liabilities:
  (Increase)/decrease in accounts receivable                                                            (812)               53,513
  Increase in inventory                                                                               (2,545)              (9,162)
  (Increase)/decrease in prepayments and other current assets                                           (507)               12,377
  Decrease/(increase) in other assets                                                                   1,318              (1,266)
  Increase in accounts and notes payable and other liabilities                                         18,352                1,711
  Decrease in unearned income                                                                               -             (17,409)
                                                                                                   ----------           ----------
  Net cash provided by operating activities                                                            91,341              103,459
                                                                                                   ----------           ----------
  CASH FLOWS FROM INVESTING ACTIVITIES:
  Redemption of marketable securities, net                                                             58,913                    -
  Decrease in short-term deposits                                                                           -              486,798
  Purchase of long-term investments                                                                   (1,475)              (1,017)
  Purchase of property, plant and equipment                                                          (13,613)              (3,130)
                                                                                                   ----------           ----------
  Net cash provided by investing activities                                                            43,825              482,651
                                                                                                   ----------           ----------
  CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on long-term debt, capital leases and notes                                                   (63)                    -
  Proceeds from exercise of options                                                                       911                  778
                                                                                                   ----------           ----------
  Net cash provided by financing activities                                                               848                  778
                                                                                                   ----------           ----------
  
  Effect of foreign exchange rate changes on cash and cash equivalents                                  7,736                 (98)
                                                                                                   ----------           ----------
  Net increase in cash and cash equivalents                                                           143,750              586,790
  Cash flows provided by discontinued operations                                                            -                1,627
                                                                                                   ----------           ----------
  Net increase in cash and cash equivalents                                                           143,750              588,417
  Cash and cash equivalents at beginning of period                                                    897,718              118,040
                                                                                                   ----------           ----------
  Cash and cash equivalents at end of period                                                        1,041,468              706,457
                                                                                                   ----------           ----------
  
  </TABLE>
  
  The accompanying notes are an integral part of these consolidated financial
  statements.
  
                                                                                 6
  <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 (Shire), and subsidiaries (collectively, the
  Company) is an emerging global pharmaceutical company with a strategic focus on
  four therapeutic areas: central nervous system disorders, gastrointestinal,
  oncology and anti-infectives. The Company's strategy is further supported by
  three technology platforms: advanced drug delivery, lead optimization for small
  molecules and biologics.
  
  Shire has sales and marketing subsidiaries with a portfolio of products
  targeting the US, Canada, the UK, the Republic of Ireland, France, Germany,
  Italy and Spain. Shire also covers other significant pharmaceutical markets
  indirectly through distributors. The business is operated and managed within
  five individual operating segments: US, International, Biologics, Corporate and
  Global Research and Development. Within these segments, revenues are derived
  primarily from three sources: sales of products by Shire's own sales and
  marketing operations, royalties (where Shire has out-licensed to third parties)
  and licensing and development fees.
  
  The Company has a particular interest in innovative therapies that are
  prescribed by specialist doctors as opposed to primary care physicians. The
  Company follows two main approaches: firstly to start projects in-house through
  research and advanced drug delivery, and secondly to in-license projects and
  products on reasonable commercial terms, and then to develop them and launch
  them.
  
  The Company's principal products include:
  
       o    in the US, ADDERALL XR and ADDERALL for the treatment of ADHD; AGRYLIN
            for the treatment of elevated blood platelets; PENTASA for the
            treatment of ulcerative colitis; CARBATROL for the treatment of
            epilepsy; and PROAMATINE for the treatment of orthostatic hypotension.
            In addition, the Company receives royalties on sales of REMINYL for
            the treatment of Alzheimer's disease, marketed by Johnson & Johnson,
            and on EPIVIR, COMBIVIR and TRIZIVIR for the treatment of HIV/AIDS and
            EPIVIR-HBV for the treatment of hepatitis B, each marketed by GSK:
  
       o    in the UK and the Republic of Ireland, the CALCICHEW range, used
            primarily as adjuncts in the treatment of osteoporosis, and REMINYL,
            which was launched in September 2000 and is co-promoted by
            Janssen-Cilag:
  
       o    in Canada, 3TC for the treatment of HIV/AIDS, COMBIVIR and HEPTOVIR
            (all marketed in partnership with GSK); AMATINE and FLUVIRAL S/F, a
            vaccine for the prevention of influenza, and
  
       o    in the Rest of the World, royalties on the sales of ZEFFIX for the
            treatment of hepatitis B, marketed by GSK, and royalties on sales of
            REMINYL marketed by Johnson & Johnson.
  
  In addition, the Company has a number of products in late stage development
  including FOSRENOL for the treatment of high blood phosphate levels associated
  with kidney failure, TROXATYL for the treatment of leukemia and pancreatic
  cancer and METHYPATCH, a transdermal delivery system for the once daily
  treatment of ADHD. The Company submitted the first regulatory submission for
  FOSRENOL under the European Mutual Recognition procedure on March 13, 2001 and a
  New Drug Application with the US FDA on April 30, 2002.
  
  
  
                                                                                 7
  <PAGE>
  
  
  1. Summary of Significant Accounting Policies (continued)
  
  b) 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. They have been prepared in accordance with
  generally accepted accounting principles in the United States and Securities and
  Exchange Commission regulations for interim reporting. Certain information and
  footnote disclosures normally included in financial statements prepared in
  accordance with generally accepted accounting principles in the United States
  have been condensed or omitted pursuant to such rules and regulations. 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. These consolidated
  financial statements should be read in conjunction with the Company's audited
  consolidated financial statements for the three years ended December 31, 2002
  and notes thereto. The results for the period ended March 31, 2003 are not
  necessarily indicative of the results that may be expected for the year ending
  December 31, 2003.
  
  c) New Accounting Pronouncements
  
  In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No.
  143, "Accounting for Asset Retirement Obligations" (SFAS No. 143). SFAS No. 143
  requires that the fair value of a liability for asset retirement obligations be
  recognized in the period in which it is incurred if a reasonable estimate of the
  fair value can be made. The associated asset retirement costs are capitalized as
  part of the carrying amount of the related long-lived asset. SFAS No. 143 is
  effective for financial statements issued for fiscal years beginning after June
  15, 2002. The Company adopted SFAS No. 143 on January 1, 2003 and there was no
  impact.
  
  In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
  Entities, an Interpretation of APB No. 51" (FIN 46). This interpretation
  requires certain variable interest entities to be consolidated by the primary
  beneficiary of the entity if the equity investors in the entity do not have the
  characteristics of a controlling financial interest or do not have sufficient
  equity at risk for the entity to finance its activities without additional
  subordinated financial support from other parties. FIN 46 is effective for all
  new variable interest entities created or acquired after January 31, 2003, of
  which there are none. For variable interest entities created or acquired prior
  to February 1, 2003, the provisions of FIN 46 must be applied for the first
  interim or annual period beginning after June 15, 2003. The Company is currently
  evaluating the effect the adoption of FIN 46 will have on its existing
  operations.
  
  In April 2003, the FASB issued Statement No. 149, "Amendment of SFAS No. 133 on
  Derivative Instruments and Hedging Activities" (SFAS No. 149). The Statement
  amends and clarifies accounting for derivative instruments, including certain
  derivative instruments embedded in other contracts, and for hedging activities
  under SFAS No. 133. In particular, it (1) clarifies under what circumstances a
  contract with an initial net investment meets the characteristic of a derivative
  as discussed in SFAS No. 133, (2) clarifies when a derivative contains a
  financing component and (3) amends certain other existing pronouncements.
  
  SFAS No. 149 is effective for contracts entered into or modified after June 30,
  2003, except as stated below and for hedging relationships designated after June
  30, 2003. The provisions of SFAS No. 149 that relate to SFAS No. 133
  Implementation Issues that have been effective for fiscal quarters that began
  prior to June 15, 2003, should continue to be applied in accordance with their
  respective effective dates. In addition, certain provisions relating to forward
  purchases or sales of when-issued securities or other securities that do not yet
  exist, should be applied to existing contracts as well as new contracts entered
  into after June 30, 2003. SFAS No. 149 should be applied prospectively. The
  Company does not expect that the adoption of this Statement will have a material
  impact on its results of operations and financial position.
  
  
  
                                                                                 8
  <PAGE>
  
  
  2. 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. The Company evaluates performance based on operating income or loss.
  
  During the three months ended March 31, 2003 reporting by segment has been
  expanded as set out below to provide more information on the International
  segment. Previously, Biologics and Corporate were included within the
  International segment.
  
  This change in reporting reflects growth in the International business together
  with the increased likelihood of marketing products on a global basis. As a
  consequence of these changes, the Company's management are increasingly viewing
  the International sales and marketing operation as distinct from the Biologics
  and Corporate functions. As the International business has expanded, management
  and administrative functions previously performed at the corporate centre have
  been implemented at an operational level, hence the requirement to show
  Corporate, which oversees and supports all areas of the Company, as a separate
  reportable segment.
  
  The 2002 reportable segments have been restated on this basis.
  
  <TABLE>
  <CAPTION>
  
  3 months ended March 31, 2003                     US     International    Biologics     Corporate            R&D          Total
                                                 $'000             $'000        $'000         $'000          $'000          $'000
                                               -------         ---------    ---------     ---------       --------       --------
  <S>                                          <C>                <C>             <C>        <C>             <C>         <C>
  Product sales                                219,963            35,691          699             -              -        256,353
  Licensing and development                        394                 -            -             -              -            394
  Royalties                                          -             2,199            -        45,564              -         47,763
  Other revenues                                     7                 -            -             -              -              7
  Intersegment revenues                          5,852                 -            -             -         19,128         24,980
                                               -------         ---------    ---------     ---------       --------       --------
                                               226,216            37,890          699        45,564         19,128        329,497
  Elimination of intersegment
    revenues                                   (5,852)                 -            -             -       (19,128)       (24,980)
                                               -------         ---------    ---------     ---------       --------       --------
  Total revenues                               220,364            37,890          699        45,564              -        304,517
  
  Cost of product sales                         26,372            11,646          627             -              -         38,645
  Research and development                           -                 -            -             -         54,598         54,598
  Selling, general and admini-
    strative                                    69,685            19,157        2,252        19,327              -        110,421
  Depreciation and amortisation                  7,325             2,365        1,149           822              -         11,661
                                               -------         ---------    ---------     ---------       --------       --------
  Total operating expenses                     103,382            33,168        4,028        20,149         54,598        215,325
                                               -------         ---------    ---------     ---------       --------       --------
  Operating income/(loss)                      116,982             4,722      (3,329)        25,415       (54,598)         89,192
                                               -------         ---------    ---------     ---------       --------       --------
  
  3 months ended March 31, 2002                     US     International    Biologics     Corporate            R&D          Total
                                                 $'000             $'000        $'000         $'000          $'000          $'000
                                               -------         ---------    ---------     ---------       --------       --------
  Product sales                                167,313            29,052          142             -              -        196,507
  Licensing and development                        541               141            -             -              -            682
  Royalties                                        214             1,760            -        37,602              -         39,576
  Other revenues                                     -                36          181             -              -            217
  Intersegment revenues                          5,203                 -            -             -         10,593         15,796
                                               -------         ---------    ---------     ---------       --------       --------
                                               173,271            30,989          323        37,602         10,593        252,778
  Elimination of intersegment
    revenues                                   (5,203)                 -            -             -       (10,593)       (15,796)
                                               -------         ---------    ---------     ---------       --------       --------
  Total revenues                               168,068            30,989          323        37,602              -        236,982
  
  Cost of product sales                         14,689             9,919          412             -              -         25,020
  Research and development                           -                 -            -             -         49,729         49,729
  Selling, general and admini-
    strative                                    54,314            14,399        1,763        11,291              -         81,767
  Depreciation and amortisation                  5,945             2,283        1,046           899              -         10,173
                                               -------         ---------    ---------     ---------       --------       --------
  Total operating expenses                      74,948            26,601        3,221        12,190         49,729        166,689
                                               -------         ---------    ---------     ---------       --------       --------
  Operating income/(loss)                       93,120             4,388      (2,898)        25,412       (49,729)         70,293
                                               -------         ---------    ---------     ---------       --------       --------
  
  </TABLE>
  
                                                                                 9
  <PAGE>
  
  2. Analysis of revenue, operating income and reportable segments (continued)
  
  Included within the selling, general and administrative costs for the Corporate
  segment for the three months ended March 31, 2003 is $7.2 million in respect of
  the former Chief Executive's departure.
  
  3. Earnings per share
  
  Basic earnings 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 earnings 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 earnings per
  share:
  
  <TABLE>
  <CAPTION>
  
  3 months ended March 31,                                            2003                  2002
                                                                     $'000                 $'000
                                                                ----------            ----------
  <S>                                                               <C>                   <C>
  Numerator for basic earnings per share                            63,066                56,802
  Interest charged on convertible debt, net of tax                   1,381                 1,397
                                                                ----------            ----------
  Numerator for diluted earnings per share                          64,447                58,199
                                                                ----------            ----------
  
  Weighted average number of shares:                         No. of shares         No. of shares
                                                             -------------         -------------
  Basic                                                        501,989,884           499,926,390
  Effect of dilutive shares:
  Stock options                                                    709,269             3,582,567
  Warrants                                                               -             1,213,297
  Convertible debt                                              19,848,000            20,143,005
                                                             -------------         -------------
  Diluted                                                      522,547,153           524,865,259
                                                             -------------         -------------
  Basic earnings per share                                           12.6c                 11.4c
                                                             -------------         -------------
  Diluted earnings per share                                         12.3c                 11.1c
                                                             -------------         -------------
  
  </TABLE>
  
  Warrants to purchase approximately 1.4 million common shares for the 3 months
  ended 31 March 2003 were not dilutive and were therefore not included in the
  computation of diluted earnings per share.
  
  Stock options to purchase approximately 18.6 million common shares for the 3
  months ended 31 March 2003 were not dilutive and were therefore not included in
  the computation of diluted earnings per share.
  
  
  4. Employee stock plans
  
  SFAS No. 123, "Accounting for Stock Based Compensation" (SFAS No. 123)
  prescribes accounting and reporting standards for all stock-based compensation
  plans, including employee stock options. As allowed by SFAS No. 123, Shire has
  chosen to continue to account for stock based compensation using the intrinsic
  value method prescribed in Accounting Principles Board Opinion No. 25,
  "Accounting for Stock Issued to Employees" (APB No. 25), and related
  interpretations.
  
  
                                                                                10
  <PAGE>
  
  
  4. Employee stock plans (continued)
  
  Accordingly, compensation cost of stock options is measured as the excess, if
  any, of the quoted market price of Shire's stock at the measurement date over
  the option exercise price and is charged to operations over the vesting period.
  For fixed plans, the measurement date is the grant date. For plans where the
  measurement date occurs after the grant date, referred to as variable plans, the
  compensation cost is re-measured on the basis of the current market value of the
  Company's stock at the end of each reporting period. Shire recognizes
  compensation expense for variable plans with performance conditions if
  achievement of those conditions becomes probable.
  
  The Company's basis for electing accounting treatment under APB No. 25 is
  principally due to the satisfactory incorporation of the dilutive effect of
  these shares in the reported earnings per share calculation and the presence of
  pro forma supplemental disclosure of the estimated fair value methodology
  prescribed by SFAS No. 123 and SFAS No. 148, "Accounting for Stock-Based
  Compensation - Transition and Disclosure".
  
  At March 31, 2003, the Company had nine stock-based employee compensation plans,
  which are described more fully in the annual consolidated financial statements.
  
  The following table illustrates the effect on net income and earnings per share
  if the Company had applied the fair value recognition provisions of SFAS No. 123
  to stock-based employee compensation.
  
  <TABLE>
  <CAPTION>
  
  3 months ended March 31,                                                                              2003                  2002
                                                                                                       $'000                 $'000
                                                                                                  ----------            ----------
  <S>                                                                                                 <C>                   <C>
  Net income, as reported                                                                             63,066                56,802
  Add:
  Stock-based employee compensation credit included in reported net income, net of
  related tax effects                                                                                   (24)                 (302)
  Deduct:
  Total stock-based employee compensation expense determined under fair value based
  method for all awards                                                                              (7,772)               (6,378)
                                                                                                  ----------            ----------
  Pro forma net income                                                                                55,270                50,122
                                                                                                  ----------            ----------
  
  Earnings per share
  Basic - as reported                                                                                  12.6c                 11.4c
  Basic - pro forma                                                                                    11.0c                 10.0c
  Diluted - as reported                                                                                12.3c                 11.1c
  Diluted - pro forma                                                                                  10.9c                  9.9c
                                                                                                  ----------            ----------
  
  5. Inventories, net
  
                                                                                                   March 31,          December 31,
                                                                                                        2003                  2002
                                                                                                       $'000                 $'000
                                                                                                  ----------            ----------
  Finished goods                                                                                      23,496                27,672
  Work-in-process                                                                                     18,114                13,716
  Raw materials                                                                                       10,151                 7,828
                                                                                                  ----------            ----------
                                                                                                      51,761                49,216
                                                                                                  ----------            ----------
  </TABLE>
  
  
                                                                                11
  <PAGE>
  
  
  
  
  6. Other intangible assets, net
  
                                                 March 31,          December 31,
                                                      2003                  2002
                                                     $'000                 $'000
                                                ----------            ----------
  Intellectual property rights acquired            398,995               397,807
  Less: Accumulated amortization                 (105,684)              (96,723)
                                                ----------            ----------
  
                                                   293,311               301,084
                                                ----------            ----------
  
  Management estimates that the annual amortization charge in respect of
  intangible fixed assets held at March 31, 2003 will be approximately $35.0
  million for each of the five years to March 31, 2008. Estimated amortization
  expense can be affected by various factors including future acquisitions and
  disposals of product rights.
  
  7. Long-term debt
  
  During the three months ended March 31, 2003 the Company repurchased $14.0
  million of the $400.0 million 2% guaranteed convertible notes due 2011,
  recording a gain of $0.5 million. During the three months ended March 31, 2002
  the Company did not issue debt or make any debt repayments.
  
  8. Consolidated statement of changes in shareholders' equity
  
  <TABLE>
  <CAPTION>
  
                                                                                                          Accumu-
                                                                      Exchange-                            lated
                                             Common       Exchange-     able                               other       Total
                                 Common      Stock          able       shares   Additional                compre-      share-
                                 Stock         No.         shares        No.     paid-in      Retained    hensive     holders'
                                 Amount      Shares        Amount      shares    capital      earnings    losses       equity
                                 $'000        000's        $'000        000's     $'000        $'000       $'000        $'000
                                 -------     --------     ---------   --------- -----------   --------    ---------   ----------
  <S>                             <C>         <C>           <C>          <C>      <C>          <C>         <C>         <C>
  As at January 1, 2003           40,051      484,344       272,523      5,874    1,027,499    274,524     (41,431)    1,573,166
  Net income                           -            -             -          -            -     63,066            -       63,066
  Foreign currency translation         -            -             -          -            -          -       15,723       15,723
  Options exercised                   14          179             -          -          897          -            -          911
  Stock option compensation            -            -             -          -         (24)          -            -         (24)
  Unrealised loss on
  investments                          -            -             -          -            -          -      (5,786)      (5,786)
                                 -------     --------     ---------   --------- -----------   --------    ---------   ----------
  As at March 31, 2003            40,065      484,523       272,523      5,874    1,028,372    337,590     (31,494)    1,647,056
                                 -------     --------     ---------   --------- -----------   --------    ---------   ----------
  
  </TABLE>
  
  Each exchangeable share is exchangeable into 3 common shares.
  
  
                                                                                12
  <PAGE>
  
  
  9. Contingent liabilities
  
  (a) Commitments
  The Company has undertaken to subscribe to interests in companies and
  partnerships for amounts totalling $40.9 million (December 31, 2002: $38.1
  million). As at March 31, 2003 an amount of $29.9 million (December 31, 2002:
  $26.4 million) has been subscribed.
  
  (b) FLUVIRAL
  The Company signed a ten-year contract with the Government of Canada in 2001 to
  assure a state of readiness in the case of an influenza pandemic (worldwide
  epidemic) and to provide influenza vaccine for all Canadian citizens in such an
  event. Under the contract, Shire Biologics will also supply the Government of
  Canada with a substantial proportion of its annual influenza vaccine
  requirements over the ten-year period. Subject to mutual agreement, the contract
  can be renewed for a further period of between one and ten years from 2011.
  
  The concept of a state of readiness against an influenza pandemic requires the
  development of sufficient infrastructure and capacity in Canada to provide 100%
  of domestic vaccine needs in the event of an influenza pandemic. Canada would
  require 32 million doses of single-strain (monovalent) flu vaccine within a
  production period of 16 weeks. Shire Biologics has therefore begun to expand its
  production capacity in order to meet this objective within a five-year period.
  
  Shire Biologics is committed to CAN$18 million (approximately $11.3 million) of
  capital expenditure on immoveables for the purpose of achieving the level of
  pandemic readiness required. In addition, a performance bond equal to 10% of the
  minimum estimated contract value in any year, which for 2002/2003 will be
  CAN$19.2 million (approximately $12 million), would become payable to the
  Government of Canada if contracted penalty clauses were triggered.
  
  (c) Legal proceedings
  
  (i) General
  Shire accounts for litigation losses in accordance with Statement of Financial
  Accounting Standards (SFAS) No. 5, "Accounting for Contingencies." Under SFAS
  No. 5, loss contingency provisions are recorded for probable losses when
  management is able reasonably to estimate the loss. Where the estimated loss
  lies within a range and no particular amount within that range is a better
  estimate than any other amount the minimum amount is recorded. In other cases
  management's best estimate of the loss is recorded. These estimates are
  developed substantially earlier than the ultimate loss is known, and the
  estimates are refined each accounting period, in light of additional information
  being known. In instances where Shire is unable to develop a best estimate of
  loss, no litigation loss is recorded at that time. As information becomes known
  a loss provision is set up when a best estimate can be made. The best estimates
  are reviewed quarterly and the estimates are changed when expectations are
  revised.
  
  (ii) Specific
  There are various legal proceedings against the Company. Please see the
  Company's Form 10-K for 2002, where these have been fully explained or referred
  to. There are no material updates to these proceedings since the filing of the
  10-K. There is no assurance that the Company will be successful in these
  proceedings and if it is not there may be a material impact on the Company's
  results and financial position.
  
  
  
                                                                                13
  <PAGE>
  
  
  ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
          of Operations
  
  The following discussion should be read in conjunction with our consolidated
  financial statements and related notes appearing elsewhere in this report.
  
  Results of operations for the three months ended March 31, 2003 and 2002
  
  Overview
  The results for the three months ended March 31, 2002 have been restated to
  reflect the disposal of our OTC business, which has been accounted for as a
  discontinued operation.
  
  Total revenues for the three months ended March 31, 2003 increased by 28 per
  cent to $304.5 million as compared to the three months ended March 31, 2002. The
  Company recorded a first quarter net income of $63.1 million (2002: $56.8
  million), an increase of 11 per cent. This result was after charging a cost of
  $7.2 million in respect of the former Chief Executive's departure.
  
  Total revenues
  Our revenues are primarily derived from sales of our pharmaceutical products and
  royalties earned on products we have out-licensed to third parties to market on
  our behalf. The following table provides an analysis of our total revenues by
  source:
  
  3 months ended March 31,              2003              2002            change
                                       $'000             $'000                 %
                                  ----------        ----------        ----------
  Product sales                      256,353           196,507               +30
  Licensing and development              394               682               -42
  Royalties                           47,763            39,576               +21
  Other                                    7               217               -97
                                  ----------        ----------        ----------
  Total                              304,517           236,982               +28
                                  ----------        ----------        ----------
  
  Product sales
  Product sales of $256.4 million, which represented 84 per cent of total
  revenues, increased by 30 per cent compared to the three months ended March 31,
  2002. Management estimate that approximately $15 million of these revenues are
  attributable to wholesaler buying patterns in anticipation of price increases,
  leaving an underlying product sales growth rate of 23%. As a matter of policy
  the Company does not disclose price increases prior to the effective date of the
  price increase.
  
  The Company recorded sales allowances of $8.5 million in the quarter ended March
  31, 2003 related to a promotional ADDERALL XR coupon program. Under this
  promotional program, coupons are distributed to both physicians and prospective
  patients. Each coupon entitles a new patient to fulfillment of an initial
  prescription of ADDERALL XR at no cost to the patient. The Company reimburses
  pharmacies through a third-party program administrator for coupons redeemed.
  
  The following table provides an analysis of our key product sales:
  
  3 months ended March 31,            2003              2002           change
                                     $'000             $'000                %
                                ----------        ----------       ----------
  
  ADDERALL XR                      115,163            61,875             +86%
  ADDERALL                          18,899            46,170             -59%
  AGRYLIN                           39,674            23,436             +69%
  PENTASA                           29,719            17,547             +69%
  PROAMATINE                        13,835             9,573             +45%
  CARBATROL                          9,421            11,572             -19%
  CALCICHEW range                    6,108             4,699             +30%
  Others                            23,534            21,635              +9%
                                ----------        ----------       ----------
                                   256,353           196,507             +30%
                                ----------        ----------       ----------
  
  
                                                                                14
  <PAGE>
  
  Product sales (continued)
  The following discussion includes references to prescription and market share
  data for our key products. The source of this data is IMS March 2003.
  
  ADDERALL franchise
  For the three months ended March 31, 2003 combined sales of ADDERALL XR and
  ADDERALL, marketed in the US for the treatment of ADHD, were $134.1 million,
  representing growth of 24 per cent over the three months ended March 31, 2002.
  ADDERALL XR and ADDERALL had a 27 per cent share of the prescription market for
  ADHD in the US in March 2003 compared to 31 per cent in March 2002. Over the
  same period, total ADDERALL franchise prescriptions fell by approximately 7 per
  cent, reflecting the entry of generic versions of ADDERALL during 2002, as well
  as increased competition within the ADHD market overall.
  
  An estimated two-thirds of the difference between prescription growth and sales
  growth is due to inventory movements between comparative periods. During the
  three months ended March 31, 2002, the Company experienced significant
  wholesaler de-stocking of ADDERALL as wholesalers adjusted inventory levels
  downwards following product launches by a generic competitor. In addition,
  wholesalers adjusted down inventory levels of ADDERALL XR as initial launch
  orders were satisfied over the first three months of 2002. In comparison,
  wholesaler stocking levels of ADDERALL XR have normalized during the three
  months ended March 31, 2003.
  
  Both ADDERALL XR and ADDERALL continued to benefit from price increases
  implemented during 2002. An improved pricing structure for ADDERALL XR versus
  ADDERALL and lower Medicaid rebate payments for ADDERALL XR in the three months
  ended March 31, 2003 were offset, in part, by allowances recorded in respect of
  an ADDERALL XR promotional program implemented during the three months ended
  March 31, 2003.
  
  The recent introduction of a competitive product in January 2003 has had a
  negligible impact on ADDERALL XR market share to date. Although the efforts of
  competitors have significantly reduced our share of voice in the US ADHD market,
  our focused marketing approach and efficient physician targeting have enabled
  ADDERALL XR to extend its leading market share position among high volume
  prescribing ADHD physicians to 27.8 per cent in February 2003. As importantly,
  ADDERALL XR's proven safety and efficacy profile has contributed to the minimal
  erosion in total market share from 23.7 per cent (December 27, 2002) to a
  current 23.1 per cent (April 18, 2003). Growth of the overall ADHD market has
  continued, with first quarter 2003 prescription growth at 14 per cent, up from
  10 per cent for the three months ended March 31, 2002.
  
  AGRYLIN
  Sales of AGRYLIN, the only US product licensed for the treatment of essential
  thrombocythemia were $39.7 million, a 69 per cent increase over sales of $23.4
  million in the three months ended March 31, 2002. This was supported by 12 per
  cent US prescription growth, with 41 per cent of growth coming from sales
  outside the US. The remaining difference between prescription and sales growth
  (estimated to be $5 million) is attributed to wholesaler advance buying in
  anticipation of a price increase. We achieved a prescription share of 27 per
  cent of the total US AGRYLIN market, including Hydrea and generic hydroxyurea,
  in March 2003 compared to 26 per cent in March 2002.
  
  AGRYLIN remains the only product specifically approved for essential
  thrombocythemia in the US. The anticipated paediatric extension for AGRYLIN
  could extend its orphan drug exclusivity from March 2004 to September 2004,
  after which time it is expected to face generic competition. The anticipated
  approval of XAGRID (trade name of AGRYLIN in the EU) will be a source of growth
  in markets outside the US.
  
  PENTASA
  Sales of PENTASA, at $29.7 million, were 69 per cent higher than in the three
  months ended March 31, 2002. Although its formal indication is for mild to
  moderately active ulcerative colitis, PENTASA continues to see the majority of
  its use in Crohn's disease. PENTASA had a 17 per cent share of the oral
  mesalamine/obsalazine market in March 2003 (March 2002: 18 per cent).
  
  The 69% sales revenue growth in PENTASA, compared to the three months ended
  March 31, 2002, versus a 2 per cent fall in prescription demand for the same
  period is largely related to wholesaler anticipation of an early 2003 price
  increase which led to significant wholesaler stocking during the three months
  ended March 31, 2003, accounting for an estimated $8 million of our reported
  sales. The decrease in prescription demand is primarily the result of the
  reallocation of sales force promotion to other products. In the three months
  ended March 31, 2003, the Company also continued to benefit from pricing
  increases implemented during 2002 that contributed approximately 12 per cent of
  the total growth.
  
  
                                                                                15
  <PAGE>
  
  Product sales (continued)
  PROAMATINE
  Sales of PROAMATINE, for the treatment of postural hypotension, were $13.8
  million, 45 per cent higher than in the three months ended March 31, 2002. The
  US prescription market for PROAMATINE and Florinef prescriptions indicates that
  PROAMATINE had a 26 per cent share in March 2003, an increase from 24 per cent
  in March 2002. However, the Orphan Drug Status of PROAMATINE will expire in
  September 2003 and it is expected to face generic competition from that date.
  
  Supported by 14 per cent prescription growth and an estimated 8 per cent pricing
  benefit, the remainder of PROAMATINE's total 45 per cent growth during the three
  months ended March 31, 2003 is attributable to wholesaler stock movements. Some
  of the increased wholesaler buying related to the launch of a new 10mg strength,
  while the remainder was in anticipation of a price increase (estimated to be $2
  million).
  
  CARBATROL
  CARBATROL containing carbamazapine for the treatment of epilepsy, recorded a
  decline in sales of 19 per cent from sales of $11.6 million in the three months
  ended March 31, 2002 to $9.4 million in the three months ended March 31, 2003.
  CARBATROL also experienced a 1 per cent decline in prescriptions over the same
  period. The difference between prescription and sales growth is due to a
  reduction in wholesaler buying in the first quarter of 2003, as wholesalers
  adjusted to lower prescription trends for carbamazepine in the epilepsy market.
  
  In the three months ended March 31, 2003, we recommenced promotional efforts for
  CARBATROL following the resolution of supply constraints that negatively
  impacted product availability throughout 2002. Although the use of carbamazepine
  in epilepsy has slowed in favour of more heavily promoted products, CARBATROL's
  share of the US extended release carbamazepine market has increased from 36.2
  per cent in March 2002 to 36.9 per cent in March 2003.
  
  The following table presents our product sales by operating segment.
  
  3 months ended March 31,              2003             2002           change
                                       $'000            $'000                %
                                  ----------       ----------       ----------
  US                                 219,963          167,312              +31
  International                       35,691           29,053              +23
  Biologics                              699              142             +392
                                  ----------       ----------       ----------
  Total product sales                256,353          196,507              +30
                                  ----------       ----------       ----------
  
  Of our five reportable operating segments, only three generate revenues from the
  sale of products.
  
  Product sales in the US continue to represent a significant percentage of our
  worldwide sales, 86 per cent in the three months ended March 31, 2003 (2002: 85
  per cent). Growth in International markets has been supported by the launch of
  two specialty pharmaceutical products during 2002 in Europe, SOLARAZE and ADEPT.
  
  Royalties
  Royalties were $47.8 million in the three months ended March 31, 2003, an
  increase of 21 per cent from the three months ended March 31, 2002. The
  following table provides an analysis of our royalty income:
  
  3 months ended March 31,              2003             2002           change
                                       $'000            $'000                %
                                  ----------       ----------       ----------
  3TC                                 34,139           30,636             +11%
  ZEFFIX                               6,399            5,293             +21%
  Others                               7,225            3,647             +98%
                                  ----------       ----------       ----------
  Total                               47,763           39,576             +21%
                                  ----------       ----------       ----------
  
  For the products 3TC and ZEFFIX, we receive royalties from GlaxoSmithKline
  (GSK), with the exception of Canada, where a partnership with GSK has been
  established.
  
  
                                                                                16
  <PAGE>
  
  Royalties (continued)
  Other royalties are received in respect of REMINYL from Johnson & Johnson, and
  in addition a number of hormone replacement therapy (HRT) products from various
  licensees. The 98 per cent growth rate shown above is largely due to the growth
  in REMINYL royalties.
  
  Cost of product sales
  Gross margin on product sales decreased from 87 per cent for the three months
  ended March 31, 2002 to 85 per cent for the three months ended March 31, 2003. A
  slightly more favourable mix of the higher margin products was offset by costs
  associated with enhancing internal and external production facility
  capabilities.
  
  Research and development expenses
  Research and development expenditure increased 10 per cent to $54.6 million for
  the three months ended March 31, 2003 (2002: $49.7 million). R&D expenditure in
  the three months ended March 31, 2003 represented 18 per cent of revenues,
  compared to 21 per cent in the three months ended March 31, 2002.
  
  We aim to invest between 18 and 20 per cent of total revenues in R&D, although
  the actual level of expenditure required each quarter is driven by the
  development phase of existing and new projects. In addition, whilst we use this
  benchmark for our level of R&D investment, it is not always possible to track
  revenue growth with R&D expenditure growth as it often takes several months to
  plan R&D activities and many variables, such as regulatory factors, affect the
  level of spend from one quarter to the next.
  
  Selling, general and administrative expenses
  Selling, general and administrative expenses increased by 35 per cent to $110.4
  million for the three months ended March 31, 2003 (2002: $81.8 million).
  
  Expenditure in the three months ended March 31, 2003 included increased
  promotional spend for ADDERALL XR, given increased competitor activity in the
  quarter, as well as for CARBATROL, for which promotion recommenced in the
  quarter following the resolution of supply constraints. As the benefit of this
  promotional spend is realized, this high level of spend is expected to moderate
  over the year. In addition, some costs associated with the expected launch of
  METHYPATCH were incurred during the three months ended March 31, 2003.
  
  Selling, general and administrative expenditure in the three months ended March
  31, 2003 also included pension top-up contributions and contractual termination
  costs for our former Chief Executive totalling $7.2 million. The total amount
  paid was $9.3 million; $2.1 million of which was included in the year ended
  December 31, 2002 financial results.
  
  As a percentage of product sales, selling, general and administrative costs
  represented 43 per cent for the three months ended March 31, 2003 (2002: 42 per
  cent).
  
  The Company increased the allowance for uncollectible accounts from $0.5 million
  at December 31, 2002 to $3.6 million at March 31, 2003. Management regularly
  assesses the overall credit risk in our customer base. Criteria assessed
  include: (a) changes in the macroeconomic environment of the countries in which
  we operate, (b) the related impact of these economic changes on the financial
  position of our key customers, (c) changes in the concentration of credit risk
  (i.e. consolidation of key customers), and (d) changes in our outstanding
  receivables balance. The adjustment to the allowance for uncollectible accounts
  recorded in the quarter ended March 31, 2003 represents management's best
  estimate of the incremental credit risk impacting our business in 2003. In
  addition, management has secured credit insurance, as available in the market,
  for certain key customer balances. The Company also regularly assesses specific
  customer credit risk and we record an allowance in the period when a loss is
  deemed probable.
  
  Depreciation and amortization
  The depreciation charge for the three months ended March 31, 2003 was $3.7
  million, an increase of $0.6 million compared to the first quarter of 2002.
  Amortization charges were $8.0 million, an increase of $0.9 million compared to
  the three months ended March 31, 2002.
  
  Interest income and expense
  For the three months ended March 31, 2003, we received interest income of $5.1
  million (2002: $4.7 million). Interest expense increased from $2.0 million to
  $2.6 million. The increase in interest expense reflects the release of $0.3
  million capitalised issue costs associated with a $14 million proportion of
  convertible 2% debt redeemed during the three months ended March 31, 2003.
  
  
                                                                                17
  <PAGE>
  
  Other (expense)/income, net
  For the three months ended March 31, 2003, other expense totalled $3.6 million
  (2002: income of $1.1 million). The cost is primarily attributable to the
  write-down of certain long-term investments due to other than temporary
  impairment.
  
  Income taxes for continuing operations
  For the three months ended March 31, 2003 income taxes increased $4.7 million to
  $24.5 million from $19.8 million for the three months ended March 31, 2002. Our
  effective tax rate was 28 per cent for the three months ended March 31, 2003
  (2002: 27 per cent). We have net deferred tax assets of $52.2 million at March
  31, 2003. Realization is dependent upon generating sufficient taxable income to
  utilize such assets. Although realization of these assets is not assured,
  management believes it is more likely than not that the deferred tax assets will
  be realized.
  
  Equity method investees
  We received $0.7 million, representing our 50 per cent share of earnings from an
  antiviral commercialization partnership with GSK in Canada (2002: $0.7 million),
  and incurred a loss of $1.1 million representing Shire's 50 per cent share of
  the losses from a commercialization partnership with Qualia Computing Inc (which
  includes Shire's prior investment in CADx) (2002: nil).
  
  Discontinued operations
  We completed the divestment of our OTC portfolio on December 27, 2002. These
  products were originally acquired in 1999 as a result of a merger with Roberts
  Pharmaceutical Corporation. The OTC business contributed net income of $1.6
  million for the three months ended March 31, 2002.
  
  Liquidity and financial condition
  Our funding requirements depend on a number of factors, including 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 our key products.
  
  At March 31, 2003 and December 31, 2002, net cash funds were as follows:
  
                                         March 31,          December 31,
                                              2003                  2002
                                             $'000                 $'000
                                        ----------          ------------
  
  Cash and cash equivalents              1,041,468               897,718
  Marketable securities                    248,503               316,126
  Debt                                   (394,266)             (408,190)
                                        ----------          ------------
  Net cash                                 895,705               805,654
                                        ----------          ------------
  
  Cash
  As of March 31, 2003 we had cash, cash equivalents and marketable securities of
  $1,290.0 million, an increase of $76.2 from $1,213.8 million at December 31,
  2002. Our marketable securities consist of money market fund balances and
  investment grade securities.
  
  Operating cashflow funds
  Net cash provided by operating activities for the three months ended March 31,
  2003 was $91.3 million compared to $103.5 million for the three months ended
  March 31, 2002.
  
  Investing activities provided $43.8 million for the three months ended March 31,
  2003. This was due to an inflow of $58.9 million by reducing cash placed on
  short-term deposit, and outflows in respect of net capital expenditure on
  long-term investments and fixed assets of $15.1 million.
  
  Investing activities provided $482.7 million for the three months ended March
  31, 2002. This was due to an inflow of $486.8 million by reducing cash placed on
  short-term deposit, and outflows in respect of net capital expenditure on
  long-term investments and fixed assets of $4.1 million.
  
  Financing activities for the three months ended March 31, 2003, which totalled a
  $0.8 million inflow, included $0.9 million received from exercises of employee
  stock options and repayments of long-term debt of 0.1 million.
  
  
  
                                                                                18
  <PAGE>
  
  Liquidity and financial condition (continued)
  Financing activities provided $0.8 million from exercises of employee stock
  options for the three months ended March 31, 2002.
  
  Debt
  Our total borrowings as of March 31, 2003 were $394.3 million (December 31,
  2002: $408.2 million). The main component of our borrowings is $386.0 million
  (December 31, 2002: $400.0 million) in guaranteed convertible loan notes due
  2011. During the three months ended March 31, 2003 the Company repurchased $14.0
  million of the convertible loan notes.
  
  Capital expenditure
  Capital expenditure on tangible fixed assets for the three months ended March
  31, 2003 was $13.6 million, which primarily related to the purchase of
  additional office accommodation at the Group headquarters in Basingstoke, UK.
  Other capital expenditure related to the purchase of long-term investments ($1.5
  million).
  
  Capital expenditure on tangible fixed assets for the three months ended March
  31, 2002 was $3.1 million, which primarily related to laboratory and computer
  equipment purchased across the Group. Other capital expenditure related to the
  purchase of long-term investments ($1.0 million).
  
  Critical accounting policies
  The preparation of consolidated financial statements under generally accepted
  accounting principles requires us to make certain estimates and judgments that
  affect reported amounts of assets, liabilities, revenues, expenses and
  disclosures in our financial statements. Critical accounting policies are those
  that require the most significant, complex or subjective judgments, which are
  often as a result of the need to make estimates on matters that are inherently
  uncertain. Our critical accounting policies are those in relation to litigation,
  valuation of intangible assets, valuation of fixed asset investments, sales
  rebates and income taxes.
  
  Please refer to the Company's Form 10-K for further details on these policies.
  In addition, this quarter, management has determined the accounting policy
  relating to sales coupons is also a critical accounting policy.
  
  Coupons
  Sales allowances related to a promotion are recorded in the period in which the
  Company distributes the coupon. 1.7 million coupons were distributed in the
  three months ended March 31, 2003. Sales allowances are calculated at estimated
  redemption rates. Redemption rates vary based upon the responsiveness of the
  different target audiences, method of distribution, and currently range from 1.5
  per cent to 12 per cent. The Company's current reimbursement for each
  prescription averages $70 and each coupon has a twelve month expiration from
  date of issuance. The actual redemption rates may deviate from the estimate
  made. Shire revises its estimates every period and may be required to adjust the
  estimate in a subsequent period.
  
  
  ITEM 3.  Qualitative and Quantitative Disclosures about Market Risk
  
  There have been no material changes in the Group's market risk exposure since
  December 31, 2002. Item 7A of the Group's Annual Report on Form 10-K for the
  year ended December 31, 2002 contains a detailed discussion of the Group's
  market risk exposure in relation to interest rate market risk and foreign
  exchange market risk.
  
  ITEM 4.  Controls and procedures
  
  Within the 90-day period prior to the date of this report, an evaluation was
  carried out, under the supervision and with the participation of our management,
  including our Chief Executive and our Group Finance Director, of the
  effectiveness of the design and operation of our disclosure controls and
  procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934. Based
  upon that evaluation, the Chief Executive and the Group Finance Director
  concluded that our disclosure controls and procedures are effective to ensure
  that information required to be disclosed by the Company in reports that it
  files or submits under the Securities Exchange Act of 1934 is recorded,
  processed, summarized and reported within the time periods specified in
  Securities and Exchange Commission rules and forms.
  
  There have been no significant changes to the Company's internal controls, since
  such evaluation, or in other factors that could significantly affect internal
  controls, including any corrective actions with regard to significant
  deficiencies and material weaknesses.
  
  
                                                                                19
  <PAGE>
  
  
  PART II.   OTHER INFORMATION
  
  ITEM 1. LEGAL PROCEEDINGS
  
  (i) General
  The risk of product liability claims, product recalls, litigation and associated
  adverse publicity is inherent in the testing, manufacturing, marketing and
  selling of pharmaceutical products. The cost of defending against such claims is
  expensive even when the claims are not merited. A successful product liability
  claim against us could require us to pay a substantial monetary award. If, in
  the absence of insurance, we do not have sufficient financial resources to
  satisfy a liability resulting from such a claim or to fund the legal defense of
  such a claim, we could become insolvent. Product liability insurance coverage is
  expensive, difficult to obtain and may not be available in the future on
  acceptable terms. Although we carry product liability insurance, this coverage
  may not be adequate. In addition, we cannot be certain that insurance coverage
  for present or future products will continue to be available. Moreover, an
  adverse judgment in a products liability suit, even if insured or eventually
  overturned on appeal, could generate substantial negative publicity about our
  products and business and inhibit or prevent commercialization of other
  products.
  
  An important part of our business strategy is to protect our products and
  technologies through the use of patents, proprietary technologies and
  trademarks, to the extent available. Our success will depend, in part, upon our
  ability to obtain and enforce strong patents, to maintain trade secret
  protection and to operate without infringing the proprietary rights of others.
  We cannot however assure you that our patents or patent applications or those of
  our third party manufacturers will provide valid patent protection sufficiently
  broad to protect our products and technology and will not be challenged,
  revoked, invalidated, infringed or circumvented by third parties. In the regular
  course of business, we are a party to litigation or other proceedings relating
  to intellectual property rights.
  
  (ii) Specific
  There are various legal proceedings against the Company. Please see the
  Company's Form 10-K for 2002, where these have been fully explained or referred
  to. There are no material updates to these proceedings since the filing of the
  10-K. There is no assurance that the Company will be successful in these
  proceedings and if it is not there may be a material impact on the Company's
  results and financial position.
  
  
  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
  
  The Chairman of the Audit Committee of Shire pre-approves all non-audit
  services, including tax advisory and compliance services, provided by the
  Company's independent auditors, Deloitte and Touche. A process for pre-approval
  has been in place since July 1, 2002 and has continued through to the end of the
  period covered by this Quarterly Report.
  
  
                                                                                20
  <PAGE>
  
  
  ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
  
  (a)  Exhibits
  
  99.1 Certification of Matthew Emmens pursuant to Section 906 of the Sarbanes -
  Oxley Act of 2002.
  
  99.2 Certification of Angus Russell pursuant to Section 906 of the Sarbanes -
  Oxley Act of 2002.
  
  (b)  Reports on Form 8-K
  
  During the first quarter ended March 31, 2003, the following reports on Form 8-K
  were filed by the Company with the Securities and Exchange Commission:
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported December 31, 2002, with respect to
  the issue of a press release announcing holdings by FMR Corp, Fidelity
  International Limited and their subsidiaries in the ordinary share capital of
  Shire.
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported January 7, 2003, with respect to
  block listings six month review.
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported January 9, 2003, with respect to a
  notice to certain directors and officers informing them of a blackout with
  respect to trading of Shire's equity securities.
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported January 9, 2003, with respect to the
  issue of a press release announcing the Company's response to ANDA application
  on FDA website for a generic copy of ADDERALL XR(R).
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported January 20, 2003, with respect to the
  issue of a press release announcing holdings by FMR Corp, Fidelity International
  Limited and their subsidiaries in the ordinary share capital of Shire.
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported January 29, 2003, with respect to the
  issue of a press release announcing holdings by Legal & General Group in the
  ordinary share capital of Shire.
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported January 31, 2003, with respect to the
  issue of a press release announcing holdings by FMR Corp, Fidelity International
  Limited and their subsidiaries in the ordinary share capital of Shire.
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported February 10, 2003, with respect to
  the issue of a press release announcing holdings by The Capital Group Companies
  Inc. and its affiliates in the ordinary share capital of Shire.
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported February 12, 2003, with respect to
  the issue of a press release announcing invitation to full year 2002 results
  presentation.
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported February 24, 2003, with respect to
  the issue of a press release announcing holdings by The Capital Group Companies
  Inc. and its affiliates in the ordinary share capital of Shire.
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported February 25, 2003, with respect to
  the issue of a press release announcing that the Company had filed suit against
  Barr Laboratories Inc. for patent infringement relating to Barr's ANDA for a
  generic version of ADDERALL XR(R).
  
  
                                                                                21
  <PAGE>
  
  
  (b)  Reports on Form 8-K (continued)
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported February 27, 2003, with respect to
  the issue of a press release announcing that the Company had agreed to acquire
  from Noven Pharmaceuticals, Inc. the worldwide sales and marketing rights to
  METHYPATCH (registered trademark of Noven).
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported February 27, 2003, with respect to
  the issue of a press release announcing the Company's results for the twelve
  months ended December 31, 2002.
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported March 3, 2003, with respect to the
  issue of a press release announcing that the Company had received an approvable
  letter from the US Food & Drug Administration for FOSRENOL(R) (lanthanum
  carbonate).
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported March 5, 2003, with respect to the
  issue of a press release announcing director stock option grants to Mr. Russell
  and Dr. Totten.
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported March 10, 2003, with respect to the
  issue of a press release announcing holdings by FMR Corp, Fidelity International
  Limited and their subsidiaries in the ordinary share capital of Shire.
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported March 12, 2003, with respect to the
  issue of a press release announcing the appointment of Matthew Emmens to the
  board and as Chief Executive of Shire.
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported March 19, 2003, with respect to the
  issue of two press releases announcing (i) holdings by FMR Corp, Fidelity
  International Limited and their subsidiaries in the ordinary share capital of
  Shire and (ii) the exercise by Rolf Stahel of a stock option.
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported March 20, 2003, with respect to the
  issue of a press release announcing the granting of a share option to Chief
  Executive Matthew Emmens.
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported March 21, 2003, with respect to the
  issue of a press release announcing the granting of director Long Term Incentive
  Plan awards to Mr. Emmens, Mr. Russell and Dr. Totten.
  
  
  
                                                                                22
  <PAGE>
  
  
  SIGNATURES
  
  Pursuant to the requirements of the Securities and Exchange Act of 1934, the
  Company has duly caused this report to be signed on its behalf by the
  undersigned, thereunto duly authorized.
  
                                 SHIRE PHARMACEUTICALS GROUP PLC
                                 -------------------------------
  
                                                    (Registrant)
  
                                              Date: May 15, 2003
  
                                         By: /s/  Matthew Emmens
                                         -----------------------
  
                                 Matthew Emmens, Chief Executive
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, this report
  has been signed below by the following persons on behalf of the Registrant and
  in the capacities and on the date indicated.
  
  Signature                           Title                         Date
  ---------                           -----                         ----
  
  /s/ Matthew Emmens                  Chief Executive               May 15, 2003
  ---------------------------
  MATTHEW EMMENS
  
  /s/ Angus Charles Russell           Group Finance Director        May 15, 2003
  ---------------------------
  ANGUS CHARLES RUSSELL
  
  
  
                                                                                23
  <PAGE>
  
  
                     CERTIFICATION OF MATTHEW EMMENS PURSUANT TO
                                RULE 13a-14 UNDER THE
                           SECURITIES EXCHANGE ACT OF 1934
                           FORM 10-Q FOR THE QUARTER ENDED
                                  MARCH 31, 2003 OF
                           Shire Pharmaceuticals Group PLC
  
  I, Matthew Emmens, certify that:
  
  1.   I have reviewed this quarterly report on Form 10-Q of Shire Pharmaceuticals
       Group PLC;
  
  2.   Based on my knowledge, this quarterly report does not contain any untrue
       statement of a material fact or omit to state a material fact necessary to
       make the statements made, in light of the circumstances under which such
       statements were made, not misleading with respect to the period covered by
       this quarterly report;
  
  3.   Based on my knowledge, the financial statements, and other financial
       information included in this quarterly report, fairly present in all
       material respects the financial condition, results of operations and cash
       flows of the registrant as of, and for, the periods presented in this
       quarterly report;
  
  4.   The registrant's other certifying officers and I are responsible for
       establishing and maintaining disclosure controls and procedures (as defined
       in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
  
       a)   designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within those
            entities, particularly during the period in which this quarterly
            report is being prepared;
  
       b)   evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date of
            this quarterly report (the "Evaluation Date"); and
  
       c)   presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;
  
  5.   The registrant's other certifying officers and I have disclosed, based on
       our most recent evaluation, to the registrant's auditors and the audit
       committee of registrant's board of directors (or persons performing the
       equivalent function):
  
       a)   all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and
  
       b)   any fraud, whether or not material, that involves management or other
            employees who have a significant role in the registrant's internal
            controls; and
  
  6.   The registrant's other certifying officers and I have indicated in this
       quarterly report whether there were significant changes in internal
       controls or in other factors that could significantly affect internal
       controls subsequent to the date of our most recent evaluation, including
       any corrective actions with regard to significant deficiencies and material
       weaknesses.
  
  
  Date:    May 15, 2003              /s/ Matthew Emmens
                                     --------------------------
                                     Matthew Emmens
                                     Chief Executive
  
  
                                                                                24
  <PAGE>
  
  
                     CERTIFICATION OF ANGUS RUSSELL PURSUANT TO
                                RULE 13a-14 UNDER THE
                           SECURITIES EXCHANGE ACT OF 1934
                           FORM 10-Q FOR THE QUARTER ENDED
                                  MARCH 31, 2003 OF
                           Shire Pharmaceuticals Group PLC
  
  I, Angus Russell certify, that:
  
  1.   I have reviewed this quarterly report on Form 10-Q of Shire Pharmaceuticals
       Group PLC;
  
  2.   Based on my knowledge, this quarterly report does not contain any untrue
       statement of a material fact or omit to state a material fact necessary to
       make the statements made, in light of the circumstances under which such
       statements were made, not misleading with respect to the period covered by
       this quarterly report;
  
  3.   Based on my knowledge, the financial statements, and other financial
       information included in this quarterly report, fairly present in all
       material respects the financial condition, results of operations and cash
       flows of the registrant as of, and for, the periods presented in this
       quarterly report;
  
  4.   The registrant's other certifying officers and I are responsible for
       establishing and maintaining disclosure controls and procedures (as defined
       in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
  
       a)   designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within those
            entities, particularly during the period in which this quarterly
            report is being prepared;
  
       b)   evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date of
            this quarterly report (the "Evaluation Date"); and
  
       c)   presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;
  
  5.   The registrant's other certifying officers and I have disclosed, based on
       our most recent evaluation, to the registrant's auditors and the audit
       committee of registrant's board of directors (or persons performing the
       equivalent function):
  
       a)   all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and
  
       b)   any fraud, whether or not material, that involves management or other
            employees who have a significant role in the registrant's internal
            controls; and
  
  6.   The registrant's other certifying officers and I have indicated in this
       quarterly report whether there were significant changes in internal
       controls or in other factors that could significantly affect internal
       controls subsequent to the date of our most recent evaluation, including
       any corrective actions with regard to significant deficiencies and material
       weaknesses.
  
  
  Date:    May 15, 2003               /s/ Angus Russell
                                      ---------------------------
                                      Angus Russell
                                      Group Finance Director
  
  
                                                                                25
  <PAGE>
  
  
  
                                                                      EXHIBIT 99.1
  
                                    Certification
             Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
                    Section 906 of the Sarbanes-Oxley Act of 2002
                (Chapter 63, Title 18 U.S.C. ss.ss. 1350(a) and (b))
  
  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chapter 63, Title 18
  U.S.C. ss.ss.1350(a) and (b)), the undersigned hereby individually certifies in
  his capacity as an officer of Shire Pharmaceuticals Group plc (the "Company")
  that the Quarterly Report of the Company on Form 10-Q for the quarter ended
  March 31, 2003 fully complies with the requirements of Section 13(a) of the
  Securities Exchange Act of 1934 and that the information contained in such
  report fairly presents, in all material respects, the financial condition and
  results of operations of the Company.
  
  
  
  Dated:  May 15, 2003                 /s/ Matthew Emmens
                                       --------------------------
                                       Matthew Emmens
                                       Chief Executive
  
  
  The foregoing certification is being furnished solely pursuant to Section 906 of
  the Sarbanes-Oxley Act of 2002 (Chapter 63, Title 18 U.S.C. ss.ss. 1350(a) and
  (b)), is not a part of the Form 10-Q to which it refers and is, to the extent
  permitted by law, provided by the above signatory to the extent of his
  respective knowledge.
  
  A signed original of this written statement required by ss. 906 has been
  provided to Shire Pharmaceuticals Group plc and will be retained by Shire
  Pharmaceuticals Group plc and furnished to the Securities and Exchange
  Commission or its staff upon request.
  
  
  
                                                                                26
  <PAGE>
  
  
  
  
  
                                                                      EXHIBIT 99.1
  
  
                                    Certification
             Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
                    Section 906 of the Sarbanes-Oxley Act of 2002
                (Chapter 63, Title 18 U.S.C. ss.ss. 1350(a) and (b))
  
  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chapter 63, Title 18
  U.S.C. ss.ss. 1350(a) and (b)), the undersigned hereby individually certifies in
  his capacity as an officer of Shire Pharmaceuticals Group plc (the "Company")
  that the Quarterly Report of the Company on Form 10-Q for the quarter ended
  March 31, 2003 fully complies with the requirements of Section 13(a) of the
  Securities Exchange Act of 1934 and that the information contained in such
  report fairly presents, in all material respects, the financial condition and
  results of operations of the Company.
  
  
  
  Dated:  May 15, 2003               /s/ Angus Russell
                                     ----------------------------
                                     Angus Russell
                                     Group Finance Director
  
  
  The foregoing certification is being furnished solely pursuant to Section 906 of
  the Sarbanes-Oxley Act of 2002 (Chapter 63, Title 18 U.S.C. ss.ss. 1350(a) and
  (b)), is not a part of the Form 10-Q to which it refers and is, to the extent
  permitted by law, provided by the above signatory to the extent of his
  respective knowledge.
  
  A signed original of this written statement required by ss. 906 has been
  provided to Shire Pharmaceuticals Group plc and will be retained by Shire
  Pharmaceuticals Group plc and furnished to the Securities and Exchange
  Commission or its staff upon request.
  
  
  
  
                                                                                27
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text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                      FORM 10-Q
  
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
  OF 1934 For the Quarterly Period ended March 31, 2003
  
                           Commission file number: 0-29630
  
                           SHIRE PHARMACEUTICALS GROUP PLC
               (Exact name of registrant as specified in its charter)
  
           England and Wales                            98-0359573
     (State or other jurisdiction          (I.R.S. Employer Identification No.)
   of incorporation or organization)
  
   Hampshire International Business Park, Chineham,            RG24 8EP
            Basingstoke, Hampshire, England                   (Zip Code)
        (Address of principal executive offices)
  
                    44 1256 894 000
  (Registrant's telephone number, including area code)
  
       Securities registered pursuant to Section 12(b) of the Act:
  
                Title of each class                    Name of exchange on which
                                                       registered
  
   American Depository Shares, each representing 3     NASDAQ National Market
      Common Shares 5 pence par value per share
  
  Securities registered pursuant to Section 12(g) of the Act:
  
                            None
  
                       (Title of class)
  
  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  [  ]
  
                                                                                 1
  Indicate by check mark whether the Registrant is an accelerated filer (as
  defined in Rule 12b-2 of the Exchange Act).
  
  Yes  [X]          No  [  ]
  
  As of May 15, 2003, the number of outstanding common shares of the Registrant
  was 484,692,576.
  
  THE "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
  OF 1995
  
  Statements included herein that are not historical facts, are forward-looking
  statements. Such forward-looking statements involve a number of risks and
  uncertainties and are subject to change at any time. In the event such risks or
  uncertainties materialize, Shire's results could be materially affected. The
  risks and uncertainties include, but are not limited to, risks associated with
  the inherent uncertainty of pharmaceutical research, product development,
  manufacturing and commercialization, the impact of competitive products,
  including, but not limited to, the impact on Shire's Attention Deficit
  Hyperactivity Disorder (ADHD) franchise, patents, including but not limited to,
  legal challenges relating to Shire's ADHD franchise, government regulation and
  approval, including but not limited to the expected product approval date of
  lanthanum carbonate (FOSRENOL(R)) and METHYPATCH(R), and other risks and
  uncertainties detailed from time to time in our filings, including the Annual
  Report filed on Form 10-K by Shire with the Securities and Exchange Commission.
  
  The following are trademarks of Shire or companies within the Shire Group, which
  are the subject of trademark registrations in certain territories.
  
  ADDERALL XR(R) (mixed amphetamine salts)
  ADDERALL(R) (mixed amphetamine salts)
  ADEPT(R) (4% icodextrin solution)
  AGRYLIN(R) (anagrelide hydrochloride)
  AMATINE(R) (midodrine hydrochloride)
  CALCICHEW(R) (calcium carbonate)
  CARBATROL(R) (carbamazepine)
  FOSRENOL(R) (lanthanum carbonate)
  FLUVIRAL(R) S/F (split virion influenza vaccine)
  METHYPATCH(R) (methylphenidate)
  PROAMATINE(R) (midodrine hydrochloride)
  SOLARAZE(R) (diclofenac sodium 4%)
  TROXATYL(R) (troxacitabine)
  XAGRID(R) (anagrelide hydrochloride)
  
  The following are trademarks of third parties.
  
  3TC (trademark of GlaxoSmithKline (GSK))
  COMBIVIR (trademark of GSK)
  EPIVIR (trademark of GSK)
  EPIVIR-HBV (trademark of GSK)
  HEPTOVIR (trademark of GSK)
  PENTASA (trademark of Ferring AS)
  REMINYL (trademark of Johnson & Johnson)
  TRIZIVIR (trademark of GSK)
  ZEFFIX (trademark of GSK)
  
                                                                                 2
  PART I.  FINANCIAL INFORMATION
  
  ITEM 1.  Financial Statements
  SHIRE PHARMACEUTICALS GROUP PLC
                             CONSOLIDATED BALANCE SHEETS
            (In thousands of US dollars, except share and per share data)
  
                                                                                                  (Unaudited)
                                                                                                    March 31,         December 31,
                                                                                                         2003                 2002
                                                                                  Notes                 $'000                $'000
                                                                                  -----           -----------         ------------
  ASSETS
  Current assets:
  Cash and cash equivalents                                                                         1,041,468              897,718
  Marketable securities                                                                               248,503              316,126
  Accounts receivable, net                                                                            139,209              138,397
  Inventories, net                                                                 (5)                 51,761               49,216
  Deferred tax asset                                                                                   38,135               34,849
  Prepaid expenses and other current assets                                                            31,297               30,790
                                                                                                  -----------         ------------
  Total current assets                                                                              1,550,373            1,467,096
  
  Investments                                                                                          71,370               71,962
  Property, plant and equipment, net                                                                  149,237              135,234
  Goodwill, net                                                                                       200,604              203,767
  Other intangible assets, net                                                     (6)                293,311              301,084
  Deferred tax asset                                                                                   14,100                6,216
  Other non-current assets                                                                             21,945               23,264
                                                                                                  -----------         ------------
  Total assets                                                                                      2,300,940            2,208,623
                                                                                                  -----------         ------------
  LIABILITIES AND SHAREHOLDERS' EQUITY
  Current liabilities:
  Current instalments of long-term debt                                                                   975                  888
  Accounts payable and accrued expenses                                                               190,810              184,107
  Other current liabilities                                                                            58,329               15,492
                                                                                                  -----------         ------------
  Total current liabilities from continuing operations                                                250,114              200,487
  Current liabilities from discontinued operations                                                          -               12,784
                                                                                                  -----------         ------------
  Total current liabilities                                                                           250,114              213,271
                                                                                                  -----------         ------------
  Long-term debt, excluding current instalments                                                       393,291              407,302
  Other non-current liabilities                                                                        10,479               14,884
                                                                                                  -----------         ------------
  Total liabilities                                                                                   653,884              635,457
                                                                                                  -----------         ------------
  Shareholders' equity:
  Common stock, 5p par value: 800,000,000 shares authorized; 484,523,036
  (2002: 484,344,412) shares issued and outstanding                                                    40,065               40,051
  Exchangeable shares: 5,874,112 shares issued and outstanding                                        272,523              272,523
  Additional paid-in capital                                                                        1,028,372            1,027,499
  Accumulated other comprehensive losses                                                             (31,494)             (41,431)
  Retained earnings                                                                                   337,590              274,524
                                                                                                  -----------         ------------
  Total shareholders' equity                                                       (8)              1,647,056            1,573,166
                                                                                                   __________           __________
  Total liabilities and shareholders' equity                                                        2,300,940            2,208,623
                                                                                                  -----------         ------------
  The accompanying notes are an integral part of these consolidated financial
  statements.
  
                                                                                 3
  SHIRE PHARMACEUTICALS GROUP PLC
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                             (In thousands of US dollars, except share and per share data)
                                     (Unaudited)
  
  3 months ended March 31,                                                                               2003                 2002
                                                                                  Notes                 $'000                $'000
                                                                                  -----           -----------         ------------
  Revenues:
  Product sales                                                                                       256,353              196,507
  Licensing and development                                                                               394                  682
  Royalties                                                                                            47,763               39,576
  Other revenues                                                                                            7                  217
                                                                                                  -----------         ------------
  Total revenues                                                                   (2)                304,517              236,982
  
  Costs and expenses:
  Cost of product sales                                                            (2)                 38,645               25,020
  Research and development                                                         (2)                 54,598               49,729
  Selling, general and administrative (inclusive of stock option compensation
  credit of $24,349 and $302,249 for 2003 and 2002 respectively)                                      122,082               91,940
                                                                                                  -----------         ------------
  Total operating expenses                                                         (2)                215,325              166,689
                                                                                                  -----------         ------------
  Operating income                                                                 (2)                 89,192               70,293
  
  Interest income                                                                                       5,113                4,731
  Interest expense                                                                                    (2,648)              (1,977)
  Other (expense)/income, net                                                                         (3,616)                1,141
                                                                                                  -----------         ------------
  Total other (expense)/income, net                                                                   (1,151)                3,895
                                                                                                  -----------         ------------
  Income from continuing operations before income taxes and equity in
  (losses)/earnings of equity method investees                                                         88,041               74,188
  Income taxes                                                                                       (24,526)             (19,757)
  Equity in (losses)/earnings of equity method investees                                                (449)                  744
                                                                                                  -----------         ------------
  Income from continuing operations                                                                    63,066               55,175
  Income from discontinued operations (net of income tax expenses of $nil and
  $956,000 respectively)                                                                                    -                1,627
                                                                                                  -----------         ------------
  Net income                                                                                           63,066               56,802
                                                                                                  -----------         ------------
  Earnings per share - basic
  Income from continuing operations                                                                     12.6c                11.1c
  Income from discontinued operations                                                                       -                 0.3c
                                                                                                  -----------         ------------
                                                                                   (3)                  12.6c                11.4c
                                                                                                  -----------         ------------
  Earnings per share - diluted
  Income from continuing operations                                                                     12.3c                10.8c
  Income from discontinued operations                                                                       -                 0.3c
                                                                                                  -----------         ------------
                                                                                   (3)                  12.3c                11.1c
                                                                                                  -----------         ------------
  Weighted average number of shares:
  Basic                                                                                           501,989,884          499,926,390
  Diluted                                                                                         522,547,153          524,865,259
  The results for the 3 months ended March 31, 2002 have been restated to reflect
  the disposal of the "Over-The-Counter" (OTC) business, which has been accounted
  for as a discontinued operation.
  
  The accompanying notes are an integral part of these consolidated financial
  statements.
  
                                                                                 4
  SHIRE PHARMACEUTICALS GROUP PLC
               CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME/(LOSSES)
                            (In thousands of US dollars)
                                     (Unaudited)
  
  3 months ended March 31,                                                                               2003                 2002
                                                                                                        $'000                $'000
                                                                                                   ----------           ----------
  Net income                                                                                           63,066               56,802
  
  Other comprehensive income/(loss):
  Foreign currency translation adjustments                                                             15,723              (5,964)
  Unrealised holding loss on available for sale securities                                            (5,786)                    -
                                                                                                   ----------           ----------
  Comprehensive income                                                                                 73,003               50,838
                                                                                                   ----------           ----------
  
  The components of accumulated other comprehensive losses as at March 31, 2003
  and December 31, 2002 are as follows:
  
                                                                                                    March 31,         December 31,
                                                                                                         2003                 2002
                                                                                                        $'000                $'000
                                                                                                   ----------           ----------
  Foreign currency translation adjustments                                                           (26,972)             (42,695)
  Unrealized holding (loss)/gain on available for sale securities                                     (4,522)                1,264
                                                                                                   ----------           ----------
  Accumulated other comprehensive losses                                                             (31,494)             (41,431)
                                                                                                   ----------           ----------
  There are no material tax effects related to the items included above.
  
  The accompanying notes are an integral part of these consolidated financial
  statements.
  
                                                                                 5
  SHIRE PHARMACEUTICALS GROUP PLC
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                            (In thousands of US dollars)
                                     (Unaudited)
  
  3 months ended March 31,                                                                               2003                 2002
                                                                                                        $'000                $'000
                                                                                                   ----------           ----------
  CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income from continuing operations                                                                63,066               55,175
  Adjustments to reconcile net income to net cash provided by operating activities:
  Depreciation and amortization                                                                        11,661               10,173
  Stock option compensation                                                                              (24)                (302)
  Tax benefit of stock option compensation, credited directly to equity                                     -                  590
  Increase in deferred tax asset                                                                     (11,170)              (2,904)
  Non-cash exchange gains and losses                                                                    1,794                (793)
  Equity in losses/(profits) of equity method investees                                                   449                (744)
  Write-down of intangible assets                                                                           -                2,500
  Write-down of long-term investments                                                                   3,973                    -
  Unrealised holding loss on available for sale securities                                              5,786                    -
  Changes in operating assets and liabilities:
  (Increase)/decrease in accounts receivable                                                            (812)               53,513
  Increase in inventory                                                                               (2,545)              (9,162)
  (Increase)/decrease in prepayments and other current assets                                           (507)               12,377
  Decrease/(increase) in other assets                                                                   1,318              (1,266)
  Increase in accounts and notes payable and other liabilities                                         18,352                1,711
  Decrease in unearned income                                                                               -             (17,409)
                                                                                                   ----------           ----------
  Net cash provided by operating activities                                                            91,341              103,459
                                                                                                   ----------           ----------
  CASH FLOWS FROM INVESTING ACTIVITIES:
  Redemption of marketable securities, net                                                             58,913                    -
  Decrease in short-term deposits                                                                           -              486,798
  Purchase of long-term investments                                                                   (1,475)              (1,017)
  Purchase of property, plant and equipment                                                          (13,613)              (3,130)
                                                                                                   ----------           ----------
  Net cash provided by investing activities                                                            43,825              482,651
                                                                                                   ----------           ----------
  CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on long-term debt, capital leases and notes                                                   (63)                    -
  Proceeds from exercise of options                                                                       911                  778
                                                                                                   ----------           ----------
  Net cash provided by financing activities                                                               848                  778
                                                                                                   ----------           ----------
  
  Effect of foreign exchange rate changes on cash and cash equivalents                                  7,736                 (98)
                                                                                                   ----------           ----------
  Net increase in cash and cash equivalents                                                           143,750              586,790
  Cash flows provided by discontinued operations                                                            -                1,627
                                                                                                   ----------           ----------
  Net increase in cash and cash equivalents                                                           143,750              588,417
  Cash and cash equivalents at beginning of period                                                    897,718              118,040
                                                                                                   ----------           ----------
  Cash and cash equivalents at end of period                                                        1,041,468              706,457
                                                                                                   ----------           ----------
  The accompanying notes are an integral part of these consolidated financial
  statements.
  
                                                                                 6
  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 (Shire), and subsidiaries (collectively, the
  Company) is an emerging global pharmaceutical company with a strategic focus on
  four therapeutic areas: central nervous system disorders, gastrointestinal,
  oncology and anti-infectives. The Company's strategy is further supported by
  three technology platforms: advanced drug delivery, lead optimization for small
  molecules and biologics.
  
  Shire has sales and marketing subsidiaries with a portfolio of products
  targeting the US, Canada, the UK, the Republic of Ireland, France, Germany,
  Italy and Spain. Shire also covers other significant pharmaceutical markets
  indirectly through distributors. The business is operated and managed within
  five individual operating segments: US, International, Biologics, Corporate and
  Global Research and Development. Within these segments, revenues are derived
  primarily from three sources: sales of products by Shire's own sales and
  marketing operations, royalties (where Shire has out-licensed to third parties)
  and licensing and development fees.
  
  The Company has a particular interest in innovative therapies that are
  prescribed by specialist doctors as opposed to primary care physicians. The
  Company follows two main approaches: firstly to start projects in-house through
  research and advanced drug delivery, and secondly to in-license projects and
  products on reasonable commercial terms, and then to develop them and launch
  them.
  
  The Company's principal products include:
  
       o    in the US, ADDERALL XR and ADDERALL for the treatment of ADHD; AGRYLIN
            for the treatment of elevated blood platelets; PENTASA for the
            treatment of ulcerative colitis; CARBATROL for the treatment of
            epilepsy; and PROAMATINE for the treatment of orthostatic hypotension.
            In addition, the Company receives royalties on sales of REMINYL for
            the treatment of Alzheimer's disease, marketed by Johnson & Johnson,
            and on EPIVIR, COMBIVIR and TRIZIVIR for the treatment of HIV/AIDS and
            EPIVIR-HBV for the treatment of hepatitis B, each marketed by GSK:
  
       o    in the UK and the Republic of Ireland, the CALCICHEW range, used
            primarily as adjuncts in the treatment of osteoporosis, and REMINYL,
            which was launched in September 2000 and is co-promoted by
            Janssen-Cilag:
  
       o    in Canada, 3TC for the treatment of HIV/AIDS, COMBIVIR and HEPTOVIR
            (all marketed in partnership with GSK); AMATINE and FLUVIRAL S/F, a
            vaccine for the prevention of influenza, and
  
       o    in the Rest of the World, royalties on the sales of ZEFFIX for the
            treatment of hepatitis B, marketed by GSK, and royalties on sales of
            REMINYL marketed by Johnson & Johnson.
  
  In addition, the Company has a number of products in late stage development
  including FOSRENOL for the treatment of high blood phosphate levels associated
  with kidney failure, TROXATYL for the treatment of leukemia and pancreatic
  cancer and METHYPATCH, a transdermal delivery system for the once daily
  treatment of ADHD. The Company submitted the first regulatory submission for
  FOSRENOL under the European Mutual Recognition procedure on March 13, 2001 and a
  New Drug Application with the US FDA on April 30, 2002.
  
                                                                                 7
  1. Summary of Significant Accounting Policies (continued)
  
  b) 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. They have been prepared in accordance with
  generally accepted accounting principles in the United States and Securities and
  Exchange Commission regulations for interim reporting. Certain information and
  footnote disclosures normally included in financial statements prepared in
  accordance with generally accepted accounting principles in the United States
  have been condensed or omitted pursuant to such rules and regulations. 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. These consolidated
  financial statements should be read in conjunction with the Company's audited
  consolidated financial statements for the three years ended December 31, 2002
  and notes thereto. The results for the period ended March 31, 2003 are not
  necessarily indicative of the results that may be expected for the year ending
  December 31, 2003.
  
  c) New Accounting Pronouncements
  
  In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No.
  143, "Accounting for Asset Retirement Obligations" (SFAS No. 143). SFAS No. 143
  requires that the fair value of a liability for asset retirement obligations be
  recognized in the period in which it is incurred if a reasonable estimate of the
  fair value can be made. The associated asset retirement costs are capitalized as
  part of the carrying amount of the related long-lived asset. SFAS No. 143 is
  effective for financial statements issued for fiscal years beginning after June
  15, 2002. The Company adopted SFAS No. 143 on January 1, 2003 and there was no
  impact.
  
  In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
  Entities, an Interpretation of APB No. 51" (FIN 46). This interpretation
  requires certain variable interest entities to be consolidated by the primary
  beneficiary of the entity if the equity investors in the entity do not have the
  characteristics of a controlling financial interest or do not have sufficient
  equity at risk for the entity to finance its activities without additional
  subordinated financial support from other parties. FIN 46 is effective for all
  new variable interest entities created or acquired after January 31, 2003, of
  which there are none. For variable interest entities created or acquired prior
  to February 1, 2003, the provisions of FIN 46 must be applied for the first
  interim or annual period beginning after June 15, 2003. The Company is currently
  evaluating the effect the adoption of FIN 46 will have on its existing
  operations.
  
  In April 2003, the FASB issued Statement No. 149, "Amendment of SFAS No. 133 on
  Derivative Instruments and Hedging Activities" (SFAS No. 149). The Statement
  amends and clarifies accounting for derivative instruments, including certain
  derivative instruments embedded in other contracts, and for hedging activities
  under SFAS No. 133. In particular, it (1) clarifies under what circumstances a
  contract with an initial net investment meets the characteristic of a derivative
  as discussed in SFAS No. 133, (2) clarifies when a derivative contains a
  financing component and (3) amends certain other existing pronouncements.
  
  SFAS No. 149 is effective for contracts entered into or modified after June 30,
  2003, except as stated below and for hedging relationships designated after June
  30, 2003. The provisions of SFAS No. 149 that relate to SFAS No. 133
  Implementation Issues that have been effective for fiscal quarters that began
  prior to June 15, 2003, should continue to be applied in accordance with their
  respective effective dates. In addition, certain provisions relating to forward
  purchases or sales of when-issued securities or other securities that do not yet
  exist, should be applied to existing contracts as well as new contracts entered
  into after June 30, 2003. SFAS No. 149 should be applied prospectively. The
  Company does not expect that the adoption of this Statement will have a material
  impact on its results of operations and financial position.
  
                                                                                 8
  2. 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. The Company evaluates performance based on operating income or loss.
  
  During the three months ended March 31, 2003 reporting by segment has been
  expanded as set out below to provide more information on the International
  segment. Previously, Biologics and Corporate were included within the
  International segment.
  
  This change in reporting reflects growth in the International business together
  with the increased likelihood of marketing products on a global basis. As a
  consequence of these changes, the Company's management are increasingly viewing
  the International sales and marketing operation as distinct from the Biologics
  and Corporate functions. As the International business has expanded, management
  and administrative functions previously performed at the corporate centre have
  been implemented at an operational level, hence the requirement to show
  Corporate, which oversees and supports all areas of the Company, as a separate
  reportable segment.
  
  The 2002 reportable segments have been restated on this basis.
  3 months ended March 31, 2003                     US     International    Biologics     Corporate            R&D          Total
                                                 $'000             $'000        $'000         $'000          $'000          $'000
                                               -------         ---------    ---------     ---------       --------       --------
  Product sales                                219,963            35,691          699             -              -        256,353
  Licensing and development                        394                 -            -             -              -            394
  Royalties                                          -             2,199            -        45,564              -         47,763
  Other revenues                                     7                 -            -             -              -              7
  Intersegment revenues                          5,852                 -            -             -         19,128         24,980
                                               -------         ---------    ---------     ---------       --------       --------
                                               226,216            37,890          699        45,564         19,128        329,497
  Elimination of intersegment
    revenues                                   (5,852)                 -            -             -       (19,128)       (24,980)
                                               -------         ---------    ---------     ---------       --------       --------
  Total revenues                               220,364            37,890          699        45,564              -        304,517
  
  Cost of product sales                         26,372            11,646          627             -              -         38,645
  Research and development                           -                 -            -             -         54,598         54,598
  Selling, general and admini-
    strative                                    69,685            19,157        2,252        19,327              -        110,421
  Depreciation and amortisation                  7,325             2,365        1,149           822              -         11,661
                                               -------         ---------    ---------     ---------       --------       --------
  Total operating expenses                     103,382            33,168        4,028        20,149         54,598        215,325
                                               -------         ---------    ---------     ---------       --------       --------
  Operating income/(loss)                      116,982             4,722      (3,329)        25,415       (54,598)         89,192
                                               -------         ---------    ---------     ---------       --------       --------
  
  3 months ended March 31, 2002                     US     International    Biologics     Corporate            R&D          Total
                                                 $'000             $'000        $'000         $'000          $'000          $'000
                                               -------         ---------    ---------     ---------       --------       --------
  Product sales                                167,313            29,052          142             -              -        196,507
  Licensing and development                        541               141            -             -              -            682
  Royalties                                        214             1,760            -        37,602              -         39,576
  Other revenues                                     -                36          181             -              -            217
  Intersegment revenues                          5,203                 -            -             -         10,593         15,796
                                               -------         ---------    ---------     ---------       --------       --------
                                               173,271            30,989          323        37,602         10,593        252,778
  Elimination of intersegment
    revenues                                   (5,203)                 -            -             -       (10,593)       (15,796)
                                               -------         ---------    ---------     ---------       --------       --------
  Total revenues                               168,068            30,989          323        37,602              -        236,982
  
  Cost of product sales                         14,689             9,919          412             -              -         25,020
  Research and development                           -                 -            -             -         49,729         49,729
  Selling, general and admini-
    strative                                    54,314            14,399        1,763        11,291              -         81,767
  Depreciation and amortisation                  5,945             2,283        1,046           899              -         10,173
                                               -------         ---------    ---------     ---------       --------       --------
  Total operating expenses                      74,948            26,601        3,221        12,190         49,729        166,689
                                               -------         ---------    ---------     ---------       --------       --------
  Operating income/(loss)                       93,120             4,388      (2,898)        25,412       (49,729)         70,293
                                               -------         ---------    ---------     ---------       --------       --------
  9
  2. Analysis of revenue, operating income and reportable segments (continued)
  
  Included within the selling, general and administrative costs for the Corporate
  segment for the three months ended March 31, 2003 is $7.2 million in respect of
  the former Chief Executive's departure.
  
  3. Earnings per share
  
  Basic earnings 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 earnings 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 earnings per
  share:
  3 months ended March 31,                                            2003                  2002
                                                                     $'000                 $'000
                                                                ----------            ----------
  Numerator for basic earnings per share                            63,066                56,802
  Interest charged on convertible debt, net of tax                   1,381                 1,397
                                                                ----------            ----------
  Numerator for diluted earnings per share                          64,447                58,199
                                                                ----------            ----------
  
  Weighted average number of shares:                         No. of shares         No. of shares
                                                             -------------         -------------
  Basic                                                        501,989,884           499,926,390
  Effect of dilutive shares:
  Stock options                                                    709,269             3,582,567
  Warrants                                                               -             1,213,297
  Convertible debt                                              19,848,000            20,143,005
                                                             -------------         -------------
  Diluted                                                      522,547,153           524,865,259
                                                             -------------         -------------
  Basic earnings per share                                           12.6c                 11.4c
                                                             -------------         -------------
  Diluted earnings per share                                         12.3c                 11.1c
                                                             -------------         -------------
  Warrants to purchase approximately 1.4 million common shares for the 3 months
  ended 31 March 2003 were not dilutive and were therefore not included in the
  computation of diluted earnings per share.
  
  Stock options to purchase approximately 18.6 million common shares for the 3
  months ended 31 March 2003 were not dilutive and were therefore not included in
  the computation of diluted earnings per share.
  
  4. Employee stock plans
  
  SFAS No. 123, "Accounting for Stock Based Compensation" (SFAS No. 123)
  prescribes accounting and reporting standards for all stock-based compensation
  plans, including employee stock options. As allowed by SFAS No. 123, Shire has
  chosen to continue to account for stock based compensation using the intrinsic
  value method prescribed in Accounting Principles Board Opinion No. 25,
  "Accounting for Stock Issued to Employees" (APB No. 25), and related
  interpretations.
  
                                                                                10
  4. Employee stock plans (continued)
  
  Accordingly, compensation cost of stock options is measured as the excess, if
  any, of the quoted market price of Shire's stock at the measurement date over
  the option exercise price and is charged to operations over the vesting period.
  For fixed plans, the measurement date is the grant date. For plans where the
  measurement date occurs after the grant date, referred to as variable plans, the
  compensation cost is re-measured on the basis of the current market value of the
  Company's stock at the end of each reporting period. Shire recognizes
  compensation expense for variable plans with performance conditions if
  achievement of those conditions becomes probable.
  
  The Company's basis for electing accounting treatment under APB No. 25 is
  principally due to the satisfactory incorporation of the dilutive effect of
  these shares in the reported earnings per share calculation and the presence of
  pro forma supplemental disclosure of the estimated fair value methodology
  prescribed by SFAS No. 123 and SFAS No. 148, "Accounting for Stock-Based
  Compensation - Transition and Disclosure".
  
  At March 31, 2003, the Company had nine stock-based employee compensation plans,
  which are described more fully in the annual consolidated financial statements.
  
  The following table illustrates the effect on net income and earnings per share
  if the Company had applied the fair value recognition provisions of SFAS No. 123
  to stock-based employee compensation.
  3 months ended March 31,                                                                              2003                  2002
                                                                                                       $'000                 $'000
                                                                                                  ----------            ----------
  Net income, as reported                                                                             63,066                56,802
  Add:
  Stock-based employee compensation credit included in reported net income, net of
  related tax effects                                                                                   (24)                 (302)
  Deduct:
  Total stock-based employee compensation expense determined under fair value based
  method for all awards                                                                              (7,772)               (6,378)
                                                                                                  ----------            ----------
  Pro forma net income                                                                                55,270                50,122
                                                                                                  ----------            ----------
  
  Earnings per share
  Basic - as reported                                                                                  12.6c                 11.4c
  Basic - pro forma                                                                                    11.0c                 10.0c
  Diluted - as reported                                                                                12.3c                 11.1c
  Diluted - pro forma                                                                                  10.9c                  9.9c
                                                                                                  ----------            ----------
  
  5. Inventories, net
  
                                                                                                   March 31,          December 31,
                                                                                                        2003                  2002
                                                                                                       $'000                 $'000
                                                                                                  ----------            ----------
  Finished goods                                                                                      23,496                27,672
  Work-in-process                                                                                     18,114                13,716
  Raw materials                                                                                       10,151                 7,828
                                                                                                  ----------            ----------
                                                                                                      51,761                49,216
                                                                                                  ----------            ----------
  11
  6. Other intangible assets, net
  
                                                 March 31,          December 31,
                                                      2003                  2002
                                                     $'000                 $'000
                                                ----------            ----------
  Intellectual property rights acquired            398,995               397,807
  Less: Accumulated amortization                 (105,684)              (96,723)
                                                ----------            ----------
  
                                                   293,311               301,084
                                                ----------            ----------
  
  Management estimates that the annual amortization charge in respect of
  intangible fixed assets held at March 31, 2003 will be approximately $35.0
  million for each of the five years to March 31, 2008. Estimated amortization
  expense can be affected by various factors including future acquisitions and
  disposals of product rights.
  
  7. Long-term debt
  
  During the three months ended March 31, 2003 the Company repurchased $14.0
  million of the $400.0 million 2% guaranteed convertible notes due 2011,
  recording a gain of $0.5 million. During the three months ended March 31, 2002
  the Company did not issue debt or make any debt repayments.
  
  8. Consolidated statement of changes in shareholders' equity
  Accumu-
                                                                      Exchange-                            lated
                                             Common       Exchange-     able                               other       Total
                                 Common      Stock          able       shares   Additional                compre-      share-
                                 Stock         No.         shares        No.     paid-in      Retained    hensive     holders'
                                 Amount      Shares        Amount      shares    capital      earnings    losses       equity
                                 $'000        000's        $'000        000's     $'000        $'000       $'000        $'000
                                 -------     --------     ---------   --------- -----------   --------    ---------   ----------
  As at January 1, 2003           40,051      484,344       272,523      5,874    1,027,499    274,524     (41,431)    1,573,166
  Net income                           -            -             -          -            -     63,066            -       63,066
  Foreign currency translation         -            -             -          -            -          -       15,723       15,723
  Options exercised                   14          179             -          -          897          -            -          911
  Stock option compensation            -            -             -          -         (24)          -            -         (24)
  Unrealised loss on
  investments                          -            -             -          -            -          -      (5,786)      (5,786)
                                 -------     --------     ---------   --------- -----------   --------    ---------   ----------
  As at March 31, 2003            40,065      484,523       272,523      5,874    1,028,372    337,590     (31,494)    1,647,056
                                 -------     --------     ---------   --------- -----------   --------    ---------   ----------
  Each exchangeable share is exchangeable into 3 common shares.
  
                                                                                12
  9. Contingent liabilities
  
  (a) Commitments
  The Company has undertaken to subscribe to interests in companies and
  partnerships for amounts totalling $40.9 million (December 31, 2002: $38.1
  million). As at March 31, 2003 an amount of $29.9 million (December 31, 2002:
  $26.4 million) has been subscribed.
  
  (b) FLUVIRAL
  The Company signed a ten-year contract with the Government of Canada in 2001 to
  assure a state of readiness in the case of an influenza pandemic (worldwide
  epidemic) and to provide influenza vaccine for all Canadian citizens in such an
  event. Under the contract, Shire Biologics will also supply the Government of
  Canada with a substantial proportion of its annual influenza vaccine
  requirements over the ten-year period. Subject to mutual agreement, the contract
  can be renewed for a further period of between one and ten years from 2011.
  
  The concept of a state of readiness against an influenza pandemic requires the
  development of sufficient infrastructure and capacity in Canada to provide 100%
  of domestic vaccine needs in the event of an influenza pandemic. Canada would
  require 32 million doses of single-strain (monovalent) flu vaccine within a
  production period of 16 weeks. Shire Biologics has therefore begun to expand its
  production capacity in order to meet this objective within a five-year period.
  
  Shire Biologics is committed to CAN$18 million (approximately $11.3 million) of
  capital expenditure on immoveables for the purpose of achieving the level of
  pandemic readiness required. In addition, a performance bond equal to 10% of the
  minimum estimated contract value in any year, which for 2002/2003 will be
  CAN$19.2 million (approximately $12 million), would become payable to the
  Government of Canada if contracted penalty clauses were triggered.
  
  (c) Legal proceedings
  
  (i) General
  Shire accounts for litigation losses in accordance with Statement of Financial
  Accounting Standards (SFAS) No. 5, "Accounting for Contingencies." Under SFAS
  No. 5, loss contingency provisions are recorded for probable losses when
  management is able reasonably to estimate the loss. Where the estimated loss
  lies within a range and no particular amount within that range is a better
  estimate than any other amount the minimum amount is recorded. In other cases
  management's best estimate of the loss is recorded. These estimates are
  developed substantially earlier than the ultimate loss is known, and the
  estimates are refined each accounting period, in light of additional information
  being known. In instances where Shire is unable to develop a best estimate of
  loss, no litigation loss is recorded at that time. As information becomes known
  a loss provision is set up when a best estimate can be made. The best estimates
  are reviewed quarterly and the estimates are changed when expectations are
  revised.
  
  (ii) Specific
  There are various legal proceedings against the Company. Please see the
  Company's Form 10-K for 2002, where these have been fully explained or referred
  to. There are no material updates to these proceedings since the filing of the
  10-K. There is no assurance that the Company will be successful in these
  proceedings and if it is not there may be a material impact on the Company's
  results and financial position.
  
                                                                                13
  ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
          of Operations
  
  The following discussion should be read in conjunction with our consolidated
  financial statements and related notes appearing elsewhere in this report.
  
  Results of operations for the three months ended March 31, 2003 and 2002
  
  Overview
  The results for the three months ended March 31, 2002 have been restated to
  reflect the disposal of our OTC business, which has been accounted for as a
  discontinued operation.
  
  Total revenues for the three months ended March 31, 2003 increased by 28 per
  cent to $304.5 million as compared to the three months ended March 31, 2002. The
  Company recorded a first quarter net income of $63.1 million (2002: $56.8
  million), an increase of 11 per cent. This result was after charging a cost of
  $7.2 million in respect of the former Chief Executive's departure.
  
  Total revenues
  Our revenues are primarily derived from sales of our pharmaceutical products and
  royalties earned on products we have out-licensed to third parties to market on
  our behalf. The following table provides an analysis of our total revenues by
  source:
  
  3 months ended March 31,              2003              2002            change
                                       $'000             $'000                 %
                                  ----------        ----------        ----------
  Product sales                      256,353           196,507               +30
  Licensing and development              394               682               -42
  Royalties                           47,763            39,576               +21
  Other                                    7               217               -97
                                  ----------        ----------        ----------
  Total                              304,517           236,982               +28
                                  ----------        ----------        ----------
  
  Product sales
  Product sales of $256.4 million, which represented 84 per cent of total
  revenues, increased by 30 per cent compared to the three months ended March 31,
  2002. Management estimate that approximately $15 million of these revenues are
  attributable to wholesaler buying patterns in anticipation of price increases,
  leaving an underlying product sales growth rate of 23%. As a matter of policy
  the Company does not disclose price increases prior to the effective date of the
  price increase.
  
  The Company recorded sales allowances of $8.5 million in the quarter ended March
  31, 2003 related to a promotional ADDERALL XR coupon program. Under this
  promotional program, coupons are distributed to both physicians and prospective
  patients. Each coupon entitles a new patient to fulfillment of an initial
  prescription of ADDERALL XR at no cost to the patient. The Company reimburses
  pharmacies through a third-party program administrator for coupons redeemed.
  
  The following table provides an analysis of our key product sales:
  
  3 months ended March 31,            2003              2002           change
                                     $'000             $'000                %
                                ----------        ----------       ----------
  
  ADDERALL XR                      115,163            61,875             +86%
  ADDERALL                          18,899            46,170             -59%
  AGRYLIN                           39,674            23,436             +69%
  PENTASA                           29,719            17,547             +69%
  PROAMATINE                        13,835             9,573             +45%
  CARBATROL                          9,421            11,572             -19%
  CALCICHEW range                    6,108             4,699             +30%
  Others                            23,534            21,635              +9%
                                ----------        ----------       ----------
                                   256,353           196,507             +30%
                                ----------        ----------       ----------
  
                                                                                14
  Product sales (continued)
  The following discussion includes references to prescription and market share
  data for our key products. The source of this data is IMS March 2003.
  
  ADDERALL franchise
  For the three months ended March 31, 2003 combined sales of ADDERALL XR and
  ADDERALL, marketed in the US for the treatment of ADHD, were $134.1 million,
  representing growth of 24 per cent over the three months ended March 31, 2002.
  ADDERALL XR and ADDERALL had a 27 per cent share of the prescription market for
  ADHD in the US in March 2003 compared to 31 per cent in March 2002. Over the
  same period, total ADDERALL franchise prescriptions fell by approximately 7 per
  cent, reflecting the entry of generic versions of ADDERALL during 2002, as well
  as increased competition within the ADHD market overall.
  
  An estimated two-thirds of the difference between prescription growth and sales
  growth is due to inventory movements between comparative periods. During the
  three months ended March 31, 2002, the Company experienced significant
  wholesaler de-stocking of ADDERALL as wholesalers adjusted inventory levels
  downwards following product launches by a generic competitor. In addition,
  wholesalers adjusted down inventory levels of ADDERALL XR as initial launch
  orders were satisfied over the first three months of 2002. In comparison,
  wholesaler stocking levels of ADDERALL XR have normalized during the three
  months ended March 31, 2003.
  
  Both ADDERALL XR and ADDERALL continued to benefit from price increases
  implemented during 2002. An improved pricing structure for ADDERALL XR versus
  ADDERALL and lower Medicaid rebate payments for ADDERALL XR in the three months
  ended March 31, 2003 were offset, in part, by allowances recorded in respect of
  an ADDERALL XR promotional program implemented during the three months ended
  March 31, 2003.
  
  The recent introduction of a competitive product in January 2003 has had a
  negligible impact on ADDERALL XR market share to date. Although the efforts of
  competitors have significantly reduced our share of voice in the US ADHD market,
  our focused marketing approach and efficient physician targeting have enabled
  ADDERALL XR to extend its leading market share position among high volume
  prescribing ADHD physicians to 27.8 per cent in February 2003. As importantly,
  ADDERALL XR's proven safety and efficacy profile has contributed to the minimal
  erosion in total market share from 23.7 per cent (December 27, 2002) to a
  current 23.1 per cent (April 18, 2003). Growth of the overall ADHD market has
  continued, with first quarter 2003 prescription growth at 14 per cent, up from
  10 per cent for the three months ended March 31, 2002.
  
  AGRYLIN
  Sales of AGRYLIN, the only US product licensed for the treatment of essential
  thrombocythemia were $39.7 million, a 69 per cent increase over sales of $23.4
  million in the three months ended March 31, 2002. This was supported by 12 per
  cent US prescription growth, with 41 per cent of growth coming from sales
  outside the US. The remaining difference between prescription and sales growth
  (estimated to be $5 million) is attributed to wholesaler advance buying in
  anticipation of a price increase. We achieved a prescription share of 27 per
  cent of the total US AGRYLIN market, including Hydrea and generic hydroxyurea,
  in March 2003 compared to 26 per cent in March 2002.
  
  AGRYLIN remains the only product specifically approved for essential
  thrombocythemia in the US. The anticipated paediatric extension for AGRYLIN
  could extend its orphan drug exclusivity from March 2004 to September 2004,
  after which time it is expected to face generic competition. The anticipated
  approval of XAGRID (trade name of AGRYLIN in the EU) will be a source of growth
  in markets outside the US.
  
  PENTASA
  Sales of PENTASA, at $29.7 million, were 69 per cent higher than in the three
  months ended March 31, 2002. Although its formal indication is for mild to
  moderately active ulcerative colitis, PENTASA continues to see the majority of
  its use in Crohn's disease. PENTASA had a 17 per cent share of the oral
  mesalamine/obsalazine market in March 2003 (March 2002: 18 per cent).
  
  The 69% sales revenue growth in PENTASA, compared to the three months ended
  March 31, 2002, versus a 2 per cent fall in prescription demand for the same
  period is largely related to wholesaler anticipation of an early 2003 price
  increase which led to significant wholesaler stocking during the three months
  ended March 31, 2003, accounting for an estimated $8 million of our reported
  sales. The decrease in prescription demand is primarily the result of the
  reallocation of sales force promotion to other products. In the three months
  ended March 31, 2003, the Company also continued to benefit from pricing
  increases implemented during 2002 that contributed approximately 12 per cent of
  the total growth.
  
                                                                                15
  Product sales (continued)
  PROAMATINE
  Sales of PROAMATINE, for the treatment of postural hypotension, were $13.8
  million, 45 per cent higher than in the three months ended March 31, 2002. The
  US prescription market for PROAMATINE and Florinef prescriptions indicates that
  PROAMATINE had a 26 per cent share in March 2003, an increase from 24 per cent
  in March 2002. However, the Orphan Drug Status of PROAMATINE will expire in
  September 2003 and it is expected to face generic competition from that date.
  
  Supported by 14 per cent prescription growth and an estimated 8 per cent pricing
  benefit, the remainder of PROAMATINE's total 45 per cent growth during the three
  months ended March 31, 2003 is attributable to wholesaler stock movements. Some
  of the increased wholesaler buying related to the launch of a new 10mg strength,
  while the remainder was in anticipation of a price increase (estimated to be $2
  million).
  
  CARBATROL
  CARBATROL containing carbamazapine for the treatment of epilepsy, recorded a
  decline in sales of 19 per cent from sales of $11.6 million in the three months
  ended March 31, 2002 to $9.4 million in the three months ended March 31, 2003.
  CARBATROL also experienced a 1 per cent decline in prescriptions over the same
  period. The difference between prescription and sales growth is due to a
  reduction in wholesaler buying in the first quarter of 2003, as wholesalers
  adjusted to lower prescription trends for carbamazepine in the epilepsy market.
  
  In the three months ended March 31, 2003, we recommenced promotional efforts for
  CARBATROL following the resolution of supply constraints that negatively
  impacted product availability throughout 2002. Although the use of carbamazepine
  in epilepsy has slowed in favour of more heavily promoted products, CARBATROL's
  share of the US extended release carbamazepine market has increased from 36.2
  per cent in March 2002 to 36.9 per cent in March 2003.
  
  The following table presents our product sales by operating segment.
  
  3 months ended March 31,              2003             2002           change
                                       $'000            $'000                %
                                  ----------       ----------       ----------
  US                                 219,963          167,312              +31
  International                       35,691           29,053              +23
  Biologics                              699              142             +392
                                  ----------       ----------       ----------
  Total product sales                256,353          196,507              +30
                                  ----------       ----------       ----------
  
  Of our five reportable operating segments, only three generate revenues from the
  sale of products.
  
  Product sales in the US continue to represent a significant percentage of our
  worldwide sales, 86 per cent in the three months ended March 31, 2003 (2002: 85
  per cent). Growth in International markets has been supported by the launch of
  two specialty pharmaceutical products during 2002 in Europe, SOLARAZE and ADEPT.
  
  Royalties
  Royalties were $47.8 million in the three months ended March 31, 2003, an
  increase of 21 per cent from the three months ended March 31, 2002. The
  following table provides an analysis of our royalty income:
  
  3 months ended March 31,              2003             2002           change
                                       $'000            $'000                %
                                  ----------       ----------       ----------
  3TC                                 34,139           30,636             +11%
  ZEFFIX                               6,399            5,293             +21%
  Others                               7,225            3,647             +98%
                                  ----------       ----------       ----------
  Total                               47,763           39,576             +21%
                                  ----------       ----------       ----------
  
  For the products 3TC and ZEFFIX, we receive royalties from GlaxoSmithKline
  (GSK), with the exception of Canada, where a partnership with GSK has been
  established.
  
                                                                                16
  Royalties (continued)
  Other royalties are received in respect of REMINYL from Johnson & Johnson, and
  in addition a number of hormone replacement therapy (HRT) products from various
  licensees. The 98 per cent growth rate shown above is largely due to the growth
  in REMINYL royalties.
  
  Cost of product sales
  Gross margin on product sales decreased from 87 per cent for the three months
  ended March 31, 2002 to 85 per cent for the three months ended March 31, 2003. A
  slightly more favourable mix of the higher margin products was offset by costs
  associated with enhancing internal and external production facility
  capabilities.
  
  Research and development expenses
  Research and development expenditure increased 10 per cent to $54.6 million for
  the three months ended March 31, 2003 (2002: $49.7 million). R&D expenditure in
  the three months ended March 31, 2003 represented 18 per cent of revenues,
  compared to 21 per cent in the three months ended March 31, 2002.
  
  We aim to invest between 18 and 20 per cent of total revenues in R&D, although
  the actual level of expenditure required each quarter is driven by the
  development phase of existing and new projects. In addition, whilst we use this
  benchmark for our level of R&D investment, it is not always possible to track
  revenue growth with R&D expenditure growth as it often takes several months to
  plan R&D activities and many variables, such as regulatory factors, affect the
  level of spend from one quarter to the next.
  
  Selling, general and administrative expenses
  Selling, general and administrative expenses increased by 35 per cent to $110.4
  million for the three months ended March 31, 2003 (2002: $81.8 million).
  
  Expenditure in the three months ended March 31, 2003 included increased
  promotional spend for ADDERALL XR, given increased competitor activity in the
  quarter, as well as for CARBATROL, for which promotion recommenced in the
  quarter following the resolution of supply constraints. As the benefit of this
  promotional spend is realized, this high level of spend is expected to moderate
  over the year. In addition, some costs associated with the expected launch of
  METHYPATCH were incurred during the three months ended March 31, 2003.
  
  Selling, general and administrative expenditure in the three months ended March
  31, 2003 also included pension top-up contributions and contractual termination
  costs for our former Chief Executive totalling $7.2 million. The total amount
  paid was $9.3 million; $2.1 million of which was included in the year ended
  December 31, 2002 financial results.
  
  As a percentage of product sales, selling, general and administrative costs
  represented 43 per cent for the three months ended March 31, 2003 (2002: 42 per
  cent).
  
  The Company increased the allowance for uncollectible accounts from $0.5 million
  at December 31, 2002 to $3.6 million at March 31, 2003. Management regularly
  assesses the overall credit risk in our customer base. Criteria assessed
  include: (a) changes in the macroeconomic environment of the countries in which
  we operate, (b) the related impact of these economic changes on the financial
  position of our key customers, (c) changes in the concentration of credit risk
  (i.e. consolidation of key customers), and (d) changes in our outstanding
  receivables balance. The adjustment to the allowance for uncollectible accounts
  recorded in the quarter ended March 31, 2003 represents management's best
  estimate of the incremental credit risk impacting our business in 2003. In
  addition, management has secured credit insurance, as available in the market,
  for certain key customer balances. The Company also regularly assesses specific
  customer credit risk and we record an allowance in the period when a loss is
  deemed probable.
  
  Depreciation and amortization
  The depreciation charge for the three months ended March 31, 2003 was $3.7
  million, an increase of $0.6 million compared to the first quarter of 2002.
  Amortization charges were $8.0 million, an increase of $0.9 million compared to
  the three months ended March 31, 2002.
  
  Interest income and expense
  For the three months ended March 31, 2003, we received interest income of $5.1
  million (2002: $4.7 million). Interest expense increased from $2.0 million to
  $2.6 million. The increase in interest expense reflects the release of $0.3
  million capitalised issue costs associated with a $14 million proportion of
  convertible 2% debt redeemed during the three months ended March 31, 2003.
  
                                                                                17
  Other (expense)/income, net
  For the three months ended March 31, 2003, other expense totalled $3.6 million
  (2002: income of $1.1 million). The cost is primarily attributable to the
  write-down of certain long-term investments due to other than temporary
  impairment.
  
  Income taxes for continuing operations
  For the three months ended March 31, 2003 income taxes increased $4.7 million to
  $24.5 million from $19.8 million for the three months ended March 31, 2002. Our
  effective tax rate was 28 per cent for the three months ended March 31, 2003
  (2002: 27 per cent). We have net deferred tax assets of $52.2 million at March
  31, 2003. Realization is dependent upon generating sufficient taxable income to
  utilize such assets. Although realization of these assets is not assured,
  management believes it is more likely than not that the deferred tax assets will
  be realized.
  
  Equity method investees
  We received $0.7 million, representing our 50 per cent share of earnings from an
  antiviral commercialization partnership with GSK in Canada (2002: $0.7 million),
  and incurred a loss of $1.1 million representing Shire's 50 per cent share of
  the losses from a commercialization partnership with Qualia Computing Inc (which
  includes Shire's prior investment in CADx) (2002: nil).
  
  Discontinued operations
  We completed the divestment of our OTC portfolio on December 27, 2002. These
  products were originally acquired in 1999 as a result of a merger with Roberts
  Pharmaceutical Corporation. The OTC business contributed net income of $1.6
  million for the three months ended March 31, 2002.
  
  Liquidity and financial condition
  Our funding requirements depend on a number of factors, including 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 our key products.
  
  At March 31, 2003 and December 31, 2002, net cash funds were as follows:
  
                                         March 31,          December 31,
                                              2003                  2002
                                             $'000                 $'000
                                        ----------          ------------
  
  Cash and cash equivalents              1,041,468               897,718
  Marketable securities                    248,503               316,126
  Debt                                   (394,266)             (408,190)
                                        ----------          ------------
  Net cash                                 895,705               805,654
                                        ----------          ------------
  
  Cash
  As of March 31, 2003 we had cash, cash equivalents and marketable securities of
  $1,290.0 million, an increase of $76.2 from $1,213.8 million at December 31,
  2002. Our marketable securities consist of money market fund balances and
  investment grade securities.
  
  Operating cashflow funds
  Net cash provided by operating activities for the three months ended March 31,
  2003 was $91.3 million compared to $103.5 million for the three months ended
  March 31, 2002.
  
  Investing activities provided $43.8 million for the three months ended March 31,
  2003. This was due to an inflow of $58.9 million by reducing cash placed on
  short-term deposit, and outflows in respect of net capital expenditure on
  long-term investments and fixed assets of $15.1 million.
  
  Investing activities provided $482.7 million for the three months ended March
  31, 2002. This was due to an inflow of $486.8 million by reducing cash placed on
  short-term deposit, and outflows in respect of net capital expenditure on
  long-term investments and fixed assets of $4.1 million.
  
  Financing activities for the three months ended March 31, 2003, which totalled a
  $0.8 million inflow, included $0.9 million received from exercises of employee
  stock options and repayments of long-term debt of 0.1 million.
  
                                                                                18
  Liquidity and financial condition (continued)
  Financing activities provided $0.8 million from exercises of employee stock
  options for the three months ended March 31, 2002.
  
  Debt
  Our total borrowings as of March 31, 2003 were $394.3 million (December 31,
  2002: $408.2 million). The main component of our borrowings is $386.0 million
  (December 31, 2002: $400.0 million) in guaranteed convertible loan notes due
  2011. During the three months ended March 31, 2003 the Company repurchased $14.0
  million of the convertible loan notes.
  
  Capital expenditure
  Capital expenditure on tangible fixed assets for the three months ended March
  31, 2003 was $13.6 million, which primarily related to the purchase of
  additional office accommodation at the Group headquarters in Basingstoke, UK.
  Other capital expenditure related to the purchase of long-term investments ($1.5
  million).
  
  Capital expenditure on tangible fixed assets for the three months ended March
  31, 2002 was $3.1 million, which primarily related to laboratory and computer
  equipment purchased across the Group. Other capital expenditure related to the
  purchase of long-term investments ($1.0 million).
  
  Critical accounting policies
  The preparation of consolidated financial statements under generally accepted
  accounting principles requires us to make certain estimates and judgments that
  affect reported amounts of assets, liabilities, revenues, expenses and
  disclosures in our financial statements. Critical accounting policies are those
  that require the most significant, complex or subjective judgments, which are
  often as a result of the need to make estimates on matters that are inherently
  uncertain. Our critical accounting policies are those in relation to litigation,
  valuation of intangible assets, valuation of fixed asset investments, sales
  rebates and income taxes.
  
  Please refer to the Company's Form 10-K for further details on these policies.
  In addition, this quarter, management has determined the accounting policy
  relating to sales coupons is also a critical accounting policy.
  
  Coupons
  Sales allowances related to a promotion are recorded in the period in which the
  Company distributes the coupon. 1.7 million coupons were distributed in the
  three months ended March 31, 2003. Sales allowances are calculated at estimated
  redemption rates. Redemption rates vary based upon the responsiveness of the
  different target audiences, method of distribution, and currently range from 1.5
  per cent to 12 per cent. The Company's current reimbursement for each
  prescription averages $70 and each coupon has a twelve month expiration from
  date of issuance. The actual redemption rates may deviate from the estimate
  made. Shire revises its estimates every period and may be required to adjust the
  estimate in a subsequent period.
  
  ITEM 3.  Qualitative and Quantitative Disclosures about Market Risk
  
  There have been no material changes in the Group's market risk exposure since
  December 31, 2002. Item 7A of the Group's Annual Report on Form 10-K for the
  year ended December 31, 2002 contains a detailed discussion of the Group's
  market risk exposure in relation to interest rate market risk and foreign
  exchange market risk.
  
  ITEM 4.  Controls and procedures
  
  Within the 90-day period prior to the date of this report, an evaluation was
  carried out, under the supervision and with the participation of our management,
  including our Chief Executive and our Group Finance Director, of the
  effectiveness of the design and operation of our disclosure controls and
  procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934. Based
  upon that evaluation, the Chief Executive and the Group Finance Director
  concluded that our disclosure controls and procedures are effective to ensure
  that information required to be disclosed by the Company in reports that it
  files or submits under the Securities Exchange Act of 1934 is recorded,
  processed, summarized and reported within the time periods specified in
  Securities and Exchange Commission rules and forms.
  
  There have been no significant changes to the Company's internal controls, since
  such evaluation, or in other factors that could significantly affect internal
  controls, including any corrective actions with regard to significant
  deficiencies and material weaknesses.
  
                                                                                19
  PART II.   OTHER INFORMATION
  
  ITEM 1. LEGAL PROCEEDINGS
  
  (i) General
  The risk of product liability claims, product recalls, litigation and associated
  adverse publicity is inherent in the testing, manufacturing, marketing and
  selling of pharmaceutical products. The cost of defending against such claims is
  expensive even when the claims are not merited. A successful product liability
  claim against us could require us to pay a substantial monetary award. If, in
  the absence of insurance, we do not have sufficient financial resources to
  satisfy a liability resulting from such a claim or to fund the legal defense of
  such a claim, we could become insolvent. Product liability insurance coverage is
  expensive, difficult to obtain and may not be available in the future on
  acceptable terms. Although we carry product liability insurance, this coverage
  may not be adequate. In addition, we cannot be certain that insurance coverage
  for present or future products will continue to be available. Moreover, an
  adverse judgment in a products liability suit, even if insured or eventually
  overturned on appeal, could generate substantial negative publicity about our
  products and business and inhibit or prevent commercialization of other
  products.
  
  An important part of our business strategy is to protect our products and
  technologies through the use of patents, proprietary technologies and
  trademarks, to the extent available. Our success will depend, in part, upon our
  ability to obtain and enforce strong patents, to maintain trade secret
  protection and to operate without infringing the proprietary rights of others.
  We cannot however assure you that our patents or patent applications or those of
  our third party manufacturers will provide valid patent protection sufficiently
  broad to protect our products and technology and will not be challenged,
  revoked, invalidated, infringed or circumvented by third parties. In the regular
  course of business, we are a party to litigation or other proceedings relating
  to intellectual property rights.
  
  (ii) Specific
  There are various legal proceedings against the Company. Please see the
  Company's Form 10-K for 2002, where these have been fully explained or referred
  to. There are no material updates to these proceedings since the filing of the
  10-K. There is no assurance that the Company will be successful in these
  proceedings and if it is not there may be a material impact on the Company's
  results and financial position.
  
  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
  
  The Chairman of the Audit Committee of Shire pre-approves all non-audit
  services, including tax advisory and compliance services, provided by the
  Company's independent auditors, Deloitte and Touche. A process for pre-approval
  has been in place since July 1, 2002 and has continued through to the end of the
  period covered by this Quarterly Report.
  
                                                                                20
  ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
  
  (a)  Exhibits
  
  99.1 Certification of Matthew Emmens pursuant to Section 906 of the Sarbanes -
  Oxley Act of 2002.
  
  99.2 Certification of Angus Russell pursuant to Section 906 of the Sarbanes -
  Oxley Act of 2002.
  
  (b)  Reports on Form 8-K
  
  During the first quarter ended March 31, 2003, the following reports on Form 8-K
  were filed by the Company with the Securities and Exchange Commission:
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported December 31, 2002, with respect to
  the issue of a press release announcing holdings by FMR Corp, Fidelity
  International Limited and their subsidiaries in the ordinary share capital of
  Shire.
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported January 7, 2003, with respect to
  block listings six month review.
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported January 9, 2003, with respect to a
  notice to certain directors and officers informing them of a blackout with
  respect to trading of Shire's equity securities.
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported January 9, 2003, with respect to the
  issue of a press release announcing the Company's response to ANDA application
  on FDA website for a generic copy of ADDERALL XR(R).
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported January 20, 2003, with respect to the
  issue of a press release announcing holdings by FMR Corp, Fidelity International
  Limited and their subsidiaries in the ordinary share capital of Shire.
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported January 29, 2003, with respect to the
  issue of a press release announcing holdings by Legal & General Group in the
  ordinary share capital of Shire.
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported January 31, 2003, with respect to the
  issue of a press release announcing holdings by FMR Corp, Fidelity International
  Limited and their subsidiaries in the ordinary share capital of Shire.
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported February 10, 2003, with respect to
  the issue of a press release announcing holdings by The Capital Group Companies
  Inc. and its affiliates in the ordinary share capital of Shire.
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported February 12, 2003, with respect to
  the issue of a press release announcing invitation to full year 2002 results
  presentation.
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported February 24, 2003, with respect to
  the issue of a press release announcing holdings by The Capital Group Companies
  Inc. and its affiliates in the ordinary share capital of Shire.
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported February 25, 2003, with respect to
  the issue of a press release announcing that the Company had filed suit against
  Barr Laboratories Inc. for patent infringement relating to Barr's ANDA for a
  generic version of ADDERALL XR(R).
  
                                                                                21
  (b)  Reports on Form 8-K (continued)
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported February 27, 2003, with respect to
  the issue of a press release announcing that the Company had agreed to acquire
  from Noven Pharmaceuticals, Inc. the worldwide sales and marketing rights to
  METHYPATCH (registered trademark of Noven).
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported February 27, 2003, with respect to
  the issue of a press release announcing the Company's results for the twelve
  months ended December 31, 2002.
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported March 3, 2003, with respect to the
  issue of a press release announcing that the Company had received an approvable
  letter from the US Food & Drug Administration for FOSRENOL(R) (lanthanum
  carbonate).
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported March 5, 2003, with respect to the
  issue of a press release announcing director stock option grants to Mr. Russell
  and Dr. Totten.
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported March 10, 2003, with respect to the
  issue of a press release announcing holdings by FMR Corp, Fidelity International
  Limited and their subsidiaries in the ordinary share capital of Shire.
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported March 12, 2003, with respect to the
  issue of a press release announcing the appointment of Matthew Emmens to the
  board and as Chief Executive of Shire.
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported March 19, 2003, with respect to the
  issue of two press releases announcing (i) holdings by FMR Corp, Fidelity
  International Limited and their subsidiaries in the ordinary share capital of
  Shire and (ii) the exercise by Rolf Stahel of a stock option.
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported March 20, 2003, with respect to the
  issue of a press release announcing the granting of a share option to Chief
  Executive Matthew Emmens.
  
  Form 8-K (Item 5 - Other Events, and Item 7 - Financial Statements and
  exhibits), date of earliest event reported March 21, 2003, with respect to the
  issue of a press release announcing the granting of director Long Term Incentive
  Plan awards to Mr. Emmens, Mr. Russell and Dr. Totten.
  
                                                                                22
  SIGNATURES
  
  Pursuant to the requirements of the Securities and Exchange Act of 1934, the
  Company has duly caused this report to be signed on its behalf by the
  undersigned, thereunto duly authorized.
  
                                 SHIRE PHARMACEUTICALS GROUP PLC
                                 -------------------------------
  
                                                    (Registrant)
  
                                              Date: May 15, 2003
  
                                         By: /s/  Matthew Emmens
                                         -----------------------
  
                                 Matthew Emmens, Chief Executive
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, this report
  has been signed below by the following persons on behalf of the Registrant and
  in the capacities and on the date indicated.
  
  Signature                           Title                         Date
  ---------                           -----                         ----
  
  /s/ Matthew Emmens                  Chief Executive               May 15, 2003
  ---------------------------
  MATTHEW EMMENS
  
  /s/ Angus Charles Russell           Group Finance Director        May 15, 2003
  ---------------------------
  ANGUS CHARLES RUSSELL
  
                                                                                23
  CERTIFICATION OF MATTHEW EMMENS PURSUANT TO
                                RULE 13a-14 UNDER THE
                           SECURITIES EXCHANGE ACT OF 1934
                           FORM 10-Q FOR THE QUARTER ENDED
                                  MARCH 31, 2003 OF
                           Shire Pharmaceuticals Group PLC
  
  I, Matthew Emmens, certify that:
  
  1.   I have reviewed this quarterly report on Form 10-Q of Shire Pharmaceuticals
       Group PLC;
  
  2.   Based on my knowledge, this quarterly report does not contain any untrue
       statement of a material fact or omit to state a material fact necessary to
       make the statements made, in light of the circumstances under which such
       statements were made, not misleading with respect to the period covered by
       this quarterly report;
  
  3.   Based on my knowledge, the financial statements, and other financial
       information included in this quarterly report, fairly present in all
       material respects the financial condition, results of operations and cash
       flows of the registrant as of, and for, the periods presented in this
       quarterly report;
  
  4.   The registrant's other certifying officers and I are responsible for
       establishing and maintaining disclosure controls and procedures (as defined
       in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
  
       a)   designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within those
            entities, particularly during the period in which this quarterly
            report is being prepared;
  
       b)   evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date of
            this quarterly report (the "Evaluation Date"); and
  
       c)   presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;
  
  5.   The registrant's other certifying officers and I have disclosed, based on
       our most recent evaluation, to the registrant's auditors and the audit
       committee of registrant's board of directors (or persons performing the
       equivalent function):
  
       a)   all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and
  
       b)   any fraud, whether or not material, that involves management or other
            employees who have a significant role in the registrant's internal
            controls; and
  
  6.   The registrant's other certifying officers and I have indicated in this
       quarterly report whether there were significant changes in internal
       controls or in other factors that could significantly affect internal
       controls subsequent to the date of our most recent evaluation, including
       any corrective actions with regard to significant deficiencies and material
       weaknesses.
  
  Date:    May 15, 2003              /s/ Matthew Emmens
                                     --------------------------
                                     Matthew Emmens
                                     Chief Executive
  
                                                                                24
  CERTIFICATION OF ANGUS RUSSELL PURSUANT TO
                                RULE 13a-14 UNDER THE
                           SECURITIES EXCHANGE ACT OF 1934
                           FORM 10-Q FOR THE QUARTER ENDED
                                  MARCH 31, 2003 OF
                           Shire Pharmaceuticals Group PLC
  
  I, Angus Russell certify, that:
  
  1.   I have reviewed this quarterly report on Form 10-Q of Shire Pharmaceuticals
       Group PLC;
  
  2.   Based on my knowledge, this quarterly report does not contain any untrue
       statement of a material fact or omit to state a material fact necessary to
       make the statements made, in light of the circumstances under which such
       statements were made, not misleading with respect to the period covered by
       this quarterly report;
  
  3.   Based on my knowledge, the financial statements, and other financial
       information included in this quarterly report, fairly present in all
       material respects the financial condition, results of operations and cash
       flows of the registrant as of, and for, the periods presented in this
       quarterly report;
  
  4.   The registrant's other certifying officers and I are responsible for
       establishing and maintaining disclosure controls and procedures (as defined
       in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
  
       a)   designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within those
            entities, particularly during the period in which this quarterly
            report is being prepared;
  
       b)   evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date of
            this quarterly report (the "Evaluation Date"); and
  
       c)   presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;
  
  5.   The registrant's other certifying officers and I have disclosed, based on
       our most recent evaluation, to the registrant's auditors and the audit
       committee of registrant's board of directors (or persons performing the
       equivalent function):
  
       a)   all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and
  
       b)   any fraud, whether or not material, that involves management or other
            employees who have a significant role in the registrant's internal
            controls; and
  
  6.   The registrant's other certifying officers and I have indicated in this
       quarterly report whether there were significant changes in internal
       controls or in other factors that could significantly affect internal
       controls subsequent to the date of our most recent evaluation, including
       any corrective actions with regard to significant deficiencies and material
       weaknesses.
  
  Date:    May 15, 2003               /s/ Angus Russell
                                      ---------------------------
                                      Angus Russell
                                      Group Finance Director
  
                                                                                25
  EXHIBIT 99.1
  
                                    Certification
             Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
                    Section 906 of the Sarbanes-Oxley Act of 2002
                (Chapter 63, Title 18 U.S.C. ss.ss. 1350(a) and (b))
  
  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chapter 63, Title 18
  U.S.C. ss.ss.1350(a) and (b)), the undersigned hereby individually certifies in
  his capacity as an officer of Shire Pharmaceuticals Group plc (the "Company")
  that the Quarterly Report of the Company on Form 10-Q for the quarter ended
  March 31, 2003 fully complies with the requirements of Section 13(a) of the
  Securities Exchange Act of 1934 and that the information contained in such
  report fairly presents, in all material respects, the financial condition and
  results of operations of the Company.
  
  Dated:  May 15, 2003                 /s/ Matthew Emmens
                                       --------------------------
                                       Matthew Emmens
                                       Chief Executive
  
  The foregoing certification is being furnished solely pursuant to Section 906 of
  the Sarbanes-Oxley Act of 2002 (Chapter 63, Title 18 U.S.C. ss.ss. 1350(a) and
  (b)), is not a part of the Form 10-Q to which it refers and is, to the extent
  permitted by law, provided by the above signatory to the extent of his
  respective knowledge.
  
  A signed original of this written statement required by ss. 906 has been
  provided to Shire Pharmaceuticals Group plc and will be retained by Shire
  Pharmaceuticals Group plc and furnished to the Securities and Exchange
  Commission or its staff upon request.
  
                                                                                26
  EXHIBIT 99.1
  
                                    Certification
             Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
                    Section 906 of the Sarbanes-Oxley Act of 2002
                (Chapter 63, Title 18 U.S.C. ss.ss. 1350(a) and (b))
  
  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chapter 63, Title 18
  U.S.C. ss.ss. 1350(a) and (b)), the undersigned hereby individually certifies in
  his capacity as an officer of Shire Pharmaceuticals Group plc (the "Company")
  that the Quarterly Report of the Company on Form 10-Q for the quarter ended
  March 31, 2003 fully complies with the requirements of Section 13(a) of the
  Securities Exchange Act of 1934 and that the information contained in such
  report fairly presents, in all material respects, the financial condition and
  results of operations of the Company.
  
  Dated:  May 15, 2003               /s/ Angus Russell
                                     ----------------------------
                                     Angus Russell
                                     Group Finance Director
  
  The foregoing certification is being furnished solely pursuant to Section 906 of
  the Sarbanes-Oxley Act of 2002 (Chapter 63, Title 18 U.S.C. ss.ss. 1350(a) and
  (b)), is not a part of the Form 10-Q to which it refers and is, to the extent
  permitted by law, provided by the above signatory to the extent of his
  respective knowledge.
  
  A signed original of this written statement required by ss. 906 has been
  provided to Shire Pharmaceuticals Group plc and will be retained by Shire
  Pharmaceuticals Group plc and furnished to the Securities and Exchange
  Commission or its staff upon request.
  
                                                                                27