content: FORM 10-Q
                         SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC 20549
  
     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                    ACT OF 1934
  
  For the Quarter Ended March 31, 2000
  
                           Commission File Number: 0-29630
  
                           SHIRE PHARMACEUTICALS GROUP PLC
               (Exact name of registrant as specified in its charter)
  
         England and Wales                                    N.A.
  (State or other jurisdiction                         (I.R.S. Employer
  of incorporation or organization)                    Identification No.)
  
    East Anton, Andover, Hampshire SP10 5RG
                   England
    (Address of principal executive offices)             (Zip Code)
  
                                   44 1264 333 455
                (Registrant's telephone number, including area code)
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding 12 months, and (2) has been subject to such filing requirements
  for the past 90 days.
  
                                                                 Yes X  No __
  
  Indicate the number of shares outstanding of each of the issuer's classes of
  Common Stock, as of the latest practical date.
  
                 Class                               Outstanding at May 10, 2000
  
      Common Stock: Ordinary Shares                          251,809,610
  
  THE "SAFE HARBOR" STATEMENT UNDER SECTION 21E OF THE SECURITIES EXCHANGE ACT OF
  1934 (AMENDED) AND SECTION 27A OF THE SECURITIES EXCHANGE ACT OF 1933 (AMENDED).
  
  The statements in this form 10-Q that are not historical facts are
  forward-looking statements that involve risks and uncertainties, including but
  not limited to, risks associated with the inherent uncertainty of pharmaceutical
  research, product development and commercialisation, the impact of competitive
  products, patents, and other risks and uncertainties, including those detailed
  from time to time in periodic reports, including the Annual Report filed on Form
  10-K by Shire with the Securities and Exchange Commission.
  
  
  
  <PAGE>
  
  
  PART I.  FINANCIAL INFORMATION
  
  ITEM 1.  Financial Statements
  
  <TABLE>
  <CAPTION>
                                                      SHIRE PHARMACEUTICALS GROUP PLC
  
                                                        CONSOLIDATED BALANCE SHEETS
  
                                      (In thousands of U.S. dollars, except share and per share data)
  
                                                                                         March 31,          December 31,
                                                                                              2000                  1999
                                                                                       (Unaudited)
  ASSETS                                                                               -----------           -----------
  <S>                                                                                       <C>                   <C>
  Current assets:
  Cash and cash equivalents                                                                 67,307                54,082
  Marketable securities and other current asset investments                                 58,020                84,344
  Accounts receivable, net                                                                  75,689                59,018
  Inventories, net                                                                          39,828                39,538
  Deferred tax asset                                                                         5,312                 5,312
  Prepaid expenses and other current assets                                                  6,211                 9,012
                                                                                      ------------          ------------
  Total current assets                                                                     252,367               251,306
  
  Investments                                                                                2,604                 2,604
  Property, plant and equipment, net                                                        38,813                37,484
  Intangible assets, net                                                                   550,536               557,934
  Deferred tax asset                                                                        31,799                31,799
  Other assets                                                                               5,058                 6,636
                                                                                      ------------          ------------
  Total assets                                                                             881,177               887,763
                                                                                      ------------          ------------
  LIABILITIES AND SHAREHOLDERS' EQUITY
  Current liabilities:
  Current instalments of long-term debt                                                      5,333                 9,608
  Accounts and notes payable                                                               106,695               114,509
  Other current liabilities                                                                  9,214                48,703
                                                                                      ------------          ------------
  Total current liabilities                                                                121,242               172,820
  
  Long-term debt, excluding current instalments                                            128,040               126,314
  Other long-term liabilities                                                                  541                 1,345
                                                                                      ------------          ------------
  Total liabilities                                                                        249,823               300,479
                                                                                      ------------          ------------
  Shareholders' equity:
  Common stock, 5p par value; 400,000,000 shares authorised; and
  251,376,841 shares issued and outstanding (1999: 244,519,024)                             20,611                20,063
  Additional paid-in capital                                                               883,257               832,650
  Accumulated other comprehensive losses                                                   (13,122)              (10,303)
  Accumulated deficit                                                                     (259,392)             (255,126)
                                                                                      ------------          ------------
  Total shareholders' equity                                                               631,354               587,284
                                                                                      ------------          ------------
  Total liabilities and shareholders' equity                                               881,177               887,763
                                                                                      ------------          ------------
  
  The accompanying notes are an integral part of these financial statements.
  </TABLE>
  
  
  <PAGE>
  
  
  
  <TABLE>
  <CAPTION>
                                                      SHIRE PHARMACEUTICALS GROUP PLC
  
                                                     CONSOLIDATED STATEMENTS OF INCOME
                                      (In thousands of U.S. dollars, except share and per share data)
                                                                (Unaudited)
  
  
  Three months ended March 31,                                                                   2000                1999
                                                                                         ------------        ------------
  <S>                                                                                         <C>                  <C>
  Product sales                                                                               113,165              87,756
  Licensing and development                                                                     4,910               6,411
  Royalties                                                                                       605                 629
  Other revenues                                                                                  298                 456
                                                                                         ------------        ------------
  Total revenues                                                                              118,978              95,252
  
  Costs and expenses:
  Cost of revenues                                                                             20,905              23,511
  Research and development                                                                     26,072              16,279
  Selling, general and administrative (inclusive of
  $23,246 (1999: $4,882) stock option compensation
  charge)                                                                                      66,046              40,935
                                                                                         ------------        ------------
  Total operating expenses                                                                    113,023              80,725
                                                                                         ------------        ------------
  Operating income                                                                              5,955              14,527
  
  Interest income                                                                               1,371               1,613
  Interest expense                                                                            (3,405)             (2,558)
  Other expenses, net                                                                           (431)                 650
                                                                                         ------------        ------------
  Total other expenses                                                                        (2,465)               (295)
                                                                                         ------------        ------------
  Income before income taxes                                                                    3,490              14,232
  
  Income taxes                                                                                (7,756)             (3,966)
                                                                                         ------------        ------------
  Net (loss)/income                                                                           (4,266)              10,266
                                                                                         ------------        ------------
  
  Net (loss)/income per share:
  Basic                                                                                       $(0.02)               $0.04
  Diluted                                                                                     $(0.02)               $0.04
  
  Weighted average number of shares:
  Basic                                                                                   246,672,276         240,438,985
  Diluted                                                                                 246,672,276         247,390,800
  </TABLE>
  
  The results for the three months ended March 31, 1999 have been restated to
  include the results of Roberts Pharmaceutical Corporation which was accounted
  for as a pooling of interests in accordance with APB 16, Accounting for Business
  Combinations.
  
  The accompanying notes are an integral part of these financial statements.
  
  
  <PAGE>
  
  
  
  <TABLE>
  <CAPTION>
                                                      SHIRE PHARMACEUTICALS GROUP PLC
  
                                              CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
  
                                                      (In thousands of U.S. dollars)
                                                                (Unaudited)
  
  Three months ended March 31,                                                                 2000              1999
                                                                                         ----------        ----------
  <S>                                                                                      <C>                 <C>
  Net cash (used in)/provided by operating activities                                      (35,763)            24,383
                                                                                         ----------        ----------
  Cash flows from investing activities:
  Redemption of/(investment in) marketable securities                                        31,687          (16,509)
  Increase in cash placed on short-term deposit                                             (5,363)          (25,751)
  Expenses of acquisition of subsidiaries                                                     (212)                 -
  Purchase of intangible assets                                                                   -           (5,474)
  Purchase of fixed assets                                                                  (1,935)             (863)
  Proceeds from sale of intangible fixed assets                                                   -               166
  Proceeds from sale of fixed assets                                                              -             1,304
  Collection on notes receivable                                                                520             2,490
                                                                                         ----------        ----------
  Net cash provided by/(used in) investing activities                                        24,697          (44,637)
                                                                                         ----------        ----------
  
  Cash flows from financing activities:
  Payments on long term debt, capital leases and notes                                      (2,549)           (7,634)
  Proceeds from issue of common stock                                                         3,033             1,231
  Payments of stock issuance costs                                                          (3,385)                 -
  Proceeds from exercise of options                                                          27,192             1,341
                                                                                         ----------        ----------
  Net cash provided by/(used in) financing activities                                        24,291           (5,062)
                                                                                         ----------        ----------
  Effect of foreign exchange rate changes on cash and cash equivalents
                                                                                                  -              (37)
                                                                                         ----------        ----------
  Net increase/(decrease) in cash and cash equivalents                                       13,225          (25,353)
  Cash and cash equivalents at beginning of period                                           54,082            52,973
                                                                                         ----------        ----------
  Cash and cash equivalents at end of period                                                 67,307            27,620
                                                                                         ----------        ----------
  </TABLE>
  
  The results for the three months ended March 31, 1999 have been restated to
  include the results of Roberts Pharmaceutical Corporation which was accounted
  for as a pooling of interests in accordance with APB 16, Accounting for Business
  Combinations.
  
  The accompanying notes are an integral part of these financial statements.
  
  
  <PAGE>
  
  
                           SHIRE PHARMACEUTICALS GROUP PLC
  
  
                   CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
  
                           (In thousands of U.S. dollars)
                                     (Unaudited)
  
  
  Three months ended March 31,                             2000          1999
                                                    ------------ ------------
  Net (loss)/income                                     (4,266)        10,266
  Foreign currency translation adjustments              (2,819)       (7,934)
                                                    ------------ ------------
  Comprehensive (loss)/income                           (7,085)         2,332
                                                    ------------ ------------
  
  There are no tax effects related to the items included above.
  
  The results for the three months ended March 31, 1999 have been restated to
  include the results of Roberts Pharmaceutical Corporation which was accounted
  for as a pooling of interests in accordance with APB 16, Accounting for Business
  Combinations.
  
  
  
  <PAGE>
  
  
  SHIRE PHARMACEUTICALS GROUP PLC
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  
  1.   Summary of Significant Accounting Policies
  
  a)   Description of Operations and Principles of Consolidation
  
  Shire Pharmaceuticals Group plc is an international specialty pharmaceutical
  company with a strategic focus on four therapeutic areas: central nervous system
  disorders, metabolic diseases, oncology and gastroenterology. The Company's
  principal products include Adderall, for the treatment of Attention Deficit
  Hyperactivity Disorder, and Pentasa, for the treatment of ulcerative colitis.
  
  The Group has operations in the United States, Europe and the rest of the world.
  Within these geographic operating segments, revenues are derived from three
  sources: sales of products by the Company's own sales and marketing operations,
  licensing and development fees, and royalties.
  
  The accompanying consolidated financial statements include the accounts of Shire
  Pharmaceuticals Group plc and all its subsidiary undertakings after elimination
  of intercompany accounts and transactions.
  
  b)   New Accounting Pronouncements
  
  In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative
  Instruments and Hedging Activities". This Statement requires that all
  derivatives be recorded in the balance sheet as either an asset or liability
  measured at its fair value and that changes in the derivative's fair value be
  recognized currently in earnings unless specific hedge accounting criteria are
  met. In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative
  Instruments and Hedging Activities - Deferral of the Effective Date of FASB
  Statement No. 133". This Statement defers for one year the effective date of
  SFAS 133 to all fiscal quarters of all fiscal years beginning after June 15,
  2000. The Company has not yet determined the future impact of this statement on
  its consolidated financial statements.
  
  c)   Basis of Presentation
  
  The accompanying consolidated financial statements, which include the operations
  of the Company and its wholly owned subsidiaries and the financial information
  included herein, are unaudited. However, such information includes all
  adjustments (consisting solely of normal recurring adjustments) which are, in
  the opinion of Management, necessary to fairly state the results of the interim
  periods. Interim results are not necessarily indicative of results to be
  expected for the full year. It is suggested that these consolidated financial
  statements be read in conjunction with the Company's audited consolidated
  financial statements for the three years ended December 31, 1999 and notes
  thereto.
  
  2.   Inventory
  
  Inventory consists of:
  
                                              March 31,         December 31,
                                                   2000                 1999
                                         --------------       --------------
  Finished goods                                 27,720               26,573
  Work-in-process                                 6,008                6,389
  Raw materials                                   6,100                6,576
                                         --------------       --------------
                                                 39,828               39,538
                                         --------------       --------------
  
  
  <PAGE>
  
  
  3.   Analysis of revenue, operating income and reportable segments
  
  The Company has disclosed segment information for the individual operating areas
  of the business, based on the way in which the business is managed and
  controlled. Shire's principal reporting segments are geographic, each being
  managed and monitored separately and serving different markets. The Company
  evaluates performance based on operating income.
  
  
  <TABLE>
  <CAPTION>
  Three months ended March 31, 2000                                                            Rest of
                                                                U.S.           Europe            World              Total
                                                               $'000            $'000            $'000              $'000
                                                          ----------       ----------       ----------         ----------
  <S>                                                         <C>              <C>               <C>              <C>
  Product sales                                               93,102           15,243            4,820            113,165
  Licensing and development                                    1,376            3,534                -              4,910
  Royalties                                                       44              561                -                605
  Other revenues                                                   3                -              295                298
                                                          ----------       ----------       ----------         ----------
  Total revenues                                              94,525           19,338            5,115            118,978
                                                          ----------       ----------       ----------         ----------
  
  Cost of revenues                                            12,955            5,730            2,220             20,905
  Research and development                                    17,247            8,808               17             26,072
  Selling, general and administrative                         26,138           37,795            2,113             66,046
                                                          ----------       ----------       ----------         ----------
  Total operating expenses                                    56,340           52,333            4,350            113,023
                                                          ----------       ----------       ----------         ----------
  Operating income/(loss)                                     38,185          (32,995)             765              5,955
                                                          ----------       ----------       ----------         ----------
  
  
  Three months ended March 31, 1999                                                            Rest of
                                                                U.S.           Europe            World              Total
                                                               $'000            $'000            $'000              $'000
                                                          ----------       ----------       ----------         ----------
  Product sales                                               71,438           12,464            3,854             87,756
  Licensing and development                                    1,097            5,314                -              6,411
  Royalties                                                        -              629                -                629
  Other revenues                                                 188                -              268                456
                                                          ----------       ----------       ----------         ----------
  Total revenues                                              72,723           18,407            4,122             95,252
  
  Cost of revenues                                            13,979            5,045            4,487             23,511
  Research and development                                     7,422            8,847               10             16,279
  Selling, general and administrative                         23,909           15,412            1,614             40,935
                                                          ----------       ----------       ----------         ----------
  Total operating expenses                                    45,310           29,304            6,111             80,725
                                                          ----------       ----------       ----------         ----------
  Operating income/(loss)                                     27,413          (10,897)          (1,989)            14,527
                                                          ----------       ----------       ----------         ----------
  </TABLE>
  
  4.   Net (loss)/income per share
  
  Basic net (loss)/income per share is based upon the net (loss)/income available
  to common stockholders divided by the weighted-average number of common shares
  outstanding during the period. Diluted net (loss)/ income per share is based
  upon 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.
  
  
  <PAGE>
  
  The following table sets forth the computation of basic and diluted net
  (loss)/income per share:
  
  <TABLE>
  <CAPTION>
  Three months ended March 31,                                                                        2000                 1999
                                                                                                     $'000                $'000
                                                                                          ----------------     ----------------
  
  <S>                                                                                              <C>                   <C>
  Net (loss)/ income available for common shareholders                                             (4,266)               10,266
                                                                                          ----------------     ----------------
  
  Weighted average shares:                                                                   No. of shares        No. of shares
  
  Basic  - weighted average shares                                                             246,672,276          240,438,985
  Effect of dilutive stock options                                                                       -            6,951,815
                                                                                          ----------------     ----------------
  Diluted - weighted average shares                                                            246,672,276          247,390,800
                                                                                          ----------------     ----------------
  
  Basic net (loss)/income per share                                                                $(0.02)                $0.04
                                                                                          ----------------     ----------------
  Diluted net (loss)/income per share                                                              $(0.02)                $0.04
                                                                                          ----------------     ----------------
  </TABLE>
  
  The calculation of weighted average number of shares for the three months ended
  March 31, 2000 does not include potentially dilutive securities, stock options
  and convertible debt, because their inclusion would be anti-dilutive in a loss
  making period.
  
  The number of dilutive stock options excluded from the calculation for the three
  months ended March 31, 2000 was 12,629,355.
  
  
  5.   Restructuring
  
  As a result of the merger with Roberts Pharmaceutical Corporation, the Company
  recorded pre tax charges in the fourth quarter of 1999 totalling $75.9 million
  comprising restructuring costs ($43.6 million) and merger related transaction
  expenses ($32.3 million). The restructuring costs included $37.9 for employee
  termination and $5.7 of property related expenses. The termination costs
  consisted of payments for severance, medical and other benefits, outplacement
  counselling, pension contributions and excise taxes.
  
  In December 1999, the decision was made to close the Roberts' office facility in
  Eatontown, New Jersey and consolidate the sales and marketing operations into
  the existing Shire facility in Florence, Kentucky and to transfer the research
  and development activities to Shire's facility in Rockville, Maryland.
  Similarly, Roberts' sales and marketing operations in the U.K. were combined
  with Shire's established operation in Andover, Hampshire.
  
  As a result of the restructuring and elimination of duplicate facilities, a
  total of 147 employees will be terminated. The office facility in Eatontown was
  closed as of April 28, 2000 whilst the U.K. duplicate facility was closed on
  March 10, 2000. Through May 11, 2000 substantially all of the planned
  terminations were complete. It is anticipated that the remaining nine employees
  will be terminated within the next three months.
  
  During the first quarter of 2000 the Company utilized $32.8 million of the
  restructuring reserve. This was primarily related to payments for severence as a
  result of the closure of the duplicate facilities and pension contributions.
  
  As of March 31, 2000 the Company had a combined reserve balance of $10.8
  million. Management is satisfied that the restructure programme is progressing
  as planned and expects that substantially all amounts related to the above
  activities will be expended by the end of the second quarter of 2000.
  
  
  <PAGE>
  
  
  
  6.   Consolidated statement of changes in shareholders' equity
  
  Movements in shareholders' equity for the three months ended March 31, 2000 are
  as follows:
  
  <TABLE>
  <CAPTION>
                                                                                             Accumu-
                                      Common        Common      Additional     Accumu-     lated other       Total
                                       Stock        Stock        paid-in        lated      comprehen-      sharehold-
                                      Amount      No. Shares     capital       deficit     sive losses     ers' equity
                                    -------------------------- ------------- ------------- ------------- -------------
  <S>                                    <C>          <C>           <C>         <C>            <C>            <C>
  As at January 1, 2000                  20,063       244,519       832,650     (255,126)      (10,303)       587,284
  Net loss                                    -             -             -       (4,266)             -       (4,266)
  Foreign currency translation                -             -             -             -       (2,819)       (2,819)
  Issuance of common stock on
  conversion of debt                         43           533         2,990             -             -         3,033
  Options exercised                         505         6,325        26,687                           -        27,192
  Issuance costs                                            -       (3,385)                           -       (3,385)
  Stock option compensation                   -             -        23,246             -             -        23,246
  Tax benefit associated with
  exercise of stock options                   -             -         1,069             -             -         1,069
                                    -------------------------- ------------- ------------- ------------- -------------
  As at March 31, 2000                   20,611       251,377       883,257     (259,392)      (13,122)       631,354
                                    -------------------------- ------------- ------------- ------------- -------------
  </TABLE>
  
  
  
  
  
  
  <PAGE>
  
  
  Item 2. Management's Discussion and Analysis of Financial Condition and Results
          of Operations
  
  Results of operations
  
  Overview of financial results
  
  Group revenues for the three months ended March 31, 2000 increased by 25 per
  cent to $119.0 million as compared to the three months ended March 31, 1999. The
  increase was primarily the result of an increase in product sales. The Group
  recorded a net loss of $4.3 million (1999: net income of $10.3 million).
  
  Sales and marketing
  
  Product sales represented 95 per cent of total revenues at $113.2 million, an
  increase of 29 per cent over 1999 product sales of $87.8 million. Product sales
  in the U.S. continue to represent a significant percentage of worldwide sales,
  increasing from 81 per cent in the three months ended March 31, 1999 to 82 per
  cent in the three months ended March 31, 2000.
  
  <TABLE>
  <CAPTION>
  Product sales by segment                        3 months to       3 months to
                                               March 31, 2000         March 31,
                                                                           1999         % change
                                                           $m                $m
  <S>                                                    <C>               <C>              <C>
  United States                                          93.1              71.4             30.4
  Europe                                                 15.3              12.5             22.4
  Rest of World                                           4.8               3.9             23.1
                                                 ------------      ------------
  Total product sales                                   113.2              87.8             29.0
                                                 ------------      ------------
  </TABLE>
  
  
  First quarter sales of Adderall and DextroStat, products marketed in the U.S.
  for the treatment of Attention Deficit Hyperactivity Disorder (ADHD), were $56.9
  million, representing growth of 70 per cent over quarter one 1999. Shire had
  gained 32.8 per cent of prescriptions written for ADHD in the US compared to
  22.1 per cent at March 31, 1999 and 30.5 per cent at December 31, 1999.
  
  Sales of Agrylin, the only U.S. product licensed for the treatment of essential
  thrombocythemia, continued to grow strongly, reaching $11.0 million, a 113 per
  cent increase over quarter one 1999 sales of $5.2 million. Shire achieved a
  script share of 14.3 per cent at March 31, 2000 of the total U.S. Agrylin
  market, including Hydrea and generic hydroxyurea, compared to 10.0 per cent at
  March 31, 1999.
  
  Sales of Pentasa, licensed for the treatment of ulcerative colitis, at $10.3
  million, were 31 per cent lower than the comparable period last year, when sales
  were higher due to wholesaler stockbuilding. Prescriptions for Pentasa increased
  by 10.5 per cent during the quarter and reached a market share of 18.0 per cent
  of the U.S. oral mesalamine market at March 31, 2000 compared to 17.6 per cent
  at March 31, 1999.
  
  Carbatrol recorded sales growth of 115 per cent from sales of $2.6 million in
  the three months ended March 31, 1999 to $5.6 million in the three months ended
  March 31, 2000. This translates to 26 per cent of the US extended release
  carbamazepine prescription market at the end of March 2000, compared to 12.4 per
  cent at March 31, 1999.
  
  Sales of Shire's lead UK product, the Calcichew range, were maintained at $4.0
  million, with a UK prescription calcium market share of 71 per cent at the end
  of February 2000.
  
  Licensing
  
  Licensing and development fees in the three months ended March 31, 2000
  decreased by 23 per cent to $4.9 million compared to $6.4 million in the three
  months ended March 31, 1999. These results reflect the variability of this
  income quarter on quarter, based as they are on milestone payments and the
  development status of relevant projects, in particular Reminyl. Royalties were
  flat at $0.6 million (1999: $0.6 million).
  
  
  <PAGE>
  
  Cost of sales and operating expenses
  
  Gross margin on product sales increased from 73 per cent in the three months
  ended March 31, 1999 to 82 per cent in the three months ended March 31, 2000.
  This is due to the faster growth rate of the higher margin products,
  particularly Adderall and Agrylin, which contributed a higher proportion of
  sales in the first quarter of 2000 over the same period last year. As a result,
  cost of sales decreased by 11 per cent to $20.9 million (1999: $23.5 million).
  
  R&D expenditure increased by 60 per cent to $26.1 million (1999: $16.3 million).
  This rise reflects the increased costs associated with the significant
  proportion of projects at Phase II or later where development costs tend to be
  higher, together with the upfront payment for the in-licensing of SPD 421
  mentioned below. R&D expenditure in first quarter 2000 represents 22 per cent of
  revenues compared to 17 per cent in first quarter 1999.
  
  Selling, general and administrative expenses increased by 61 per cent to $66.0
  million (1999: $40.9 million). A significant component of selling, general and
  administrative expenses is the Company's stock option compensation charge under
  APB 25. The APB 25 charge in the quarter was $23.2 million compared to $4.9
  million in 1999. This increase is primarily due to the 66 per cent increase in
  the share price between December 31, 1999 and February 29, 2000, being the date
  upon which the Remuneration Committee of the Board exercised its powers to amend
  the terms of the Executive share option scheme so as to remove substantially,
  the impact of the charges from March 1, 2000 onwards.
  
  Other factors contributing to the increase in selling, general and
  administrative expenses are a 35 per cent growth in the U.S. sales force between
  March 1999 and March 2000 and a 21 per cent increase in depreciation and
  amortization to $7.6 million (1999: $6.3 million). The increase in the
  amortization reflects the charge on those intangibles acquired since quarter two
  of 1999. The relevant acquisitions include the European sales and marketing
  subsidiaries purchased from Fuisz, the buy out of the Agrylin royalties and the
  acquisition of U.S. marketing rights for Fareston.
  
  Income taxes
  
  For the three months ended March 31, 2000 income taxes increased $3.8 million
  from $4.0 million to $7.8 million. The Company's effective tax rate before the
  stock compensation charge of $23.2 million was 29 per cent for the three months
  ended March 31, 2000 (Q1 1999: 21 per cent). The Company has recorded net
  deferred tax assets of approximately $37 million. Realization is dependent upon
  generating sufficient taxable income to utilize such assets. Although
  realization on these assets is not assured, management believes it is more
  likely than not that the deferred tax assets will be realized.
  
  
  Liquidity and Financial Condition
  
  The Company's funding requirements depend on a number of factors, including the
  Company's product development programs, business and product acquisitions, the
  level of resources required for the expansion of marketing capabilities as the
  product base expands, increased investment in accounts receivable and inventory
  which may arise as sales levels increase, competitive and technological
  developments, the timing and cost of obtaining required regulatory approvals for
  new products, and the continuing revenues generated from sales of its key
  products.
  
  At March 31, 2000, the Company had net debt as follows:
  
  <TABLE>
  <CAPTION>
  Selected data:                                                            March 31,         December 31,
                                                                                 2000                 1999
                                                                                   $m                   $m
                                                                       --------------       --------------
  <S>                                                                            <C>                  <C>
  Cash and cash equivalents                                                      67.3                 54.1
  Marketable securities and other current asset investments                      58.0                 84.3
  Debt                                                                        (133.4)              (135.9)
                                                                       --------------       --------------
  Net (debt)/cash                                                               (8.1)                  2.5
                                                                       --------------       --------------
  </TABLE>
  
  <PAGE>
  
  Net cash used in operating activities in the three months ended March 31, 2000
  was $35.8 compared to $24.4 million cash provided by operating activities in the
  three months to March 31, 1999. Cash payments in respect of restructuring and
  merger related expenses following the acquisition of Roberts Pharmaceutical
  Corporation in December 1999 are a major contributor to the outflow.
  
  Investing activities provided $24.7 million, which mainly comprised $31.7
  million on redemption of marketable securities, offset by $5.4 million of cash
  placed on short-term deposit and $2.1 million of capital expenditure.
  
  Financing activities provided $24.3 million, including net proceeds from the
  issue of common stock of $26.8 million, offset by repayments of debt totalling
  $2.5 million.
  
  Capital expenditure
  
  Capital expenditure on tangible fixed assets of $1.9 million in the three months
  to March 31, 2000 primarily related to the upgrade of computer hardware.
  
  
  Other matters
  
  Restructuring
  
  As a result of the merger with Roberts Pharmaceutical Corporation, the Company
  recorded pre tax charges in the fourth quarter of 1999 totalling $75.9 million
  comprising restructuring costs ($43.6 million) and merger related transaction
  expenses ($32.3 million). The restructuring costs included $37.9 for employee
  termination and $5.7 of property related expenses. The termination costs
  consisted of payments for severance, medical and other benefits, outplacement
  counselling, pension contributions and excise taxes.
  
  In December 1999, the decision was made to close the Roberts' office facility in
  Eatontown, New Jersey and consolidate the sales and marketing operations into
  the existing Shire facility in Florence, Kentucky and to transfer the research
  and development activities to Shire's facility in Rockville, Maryland.
  Similarly, Roberts' sales and marketing operations in the U.K. were combined
  with Shire's established operation in Andover, Hampshire.
  
  As a result of the restructuring and elimination of duplicate facilities, a
  total of 147 employees will be terminated. The office facility in Eatontown was
  closed as of April 28, 2000 whilst the U.K. duplicate facility was closed on
  March 10, 2000. Through May 11, 2000 substantially all of the planned
  terminations were complete. It is anticipated that the remaining nine employees
  will be terminated within the next three months.
  
  During the first quarter of 2000 the Company utilized $32.8 million of the
  restructuring reserve. This was primarily related to payments for severance as a
  result of the closure of the duplicate facilities and pension contributions. As
  of March 31, 2000 the Company had a combined reserve balance of $10.8 million.
  Management expects that substantially all amounts related to the above
  activities will be expended by the end of the second quarter of 2000.
  
  The merger integration process with Roberts has moved ahead quickly as planned
  and will be substantially completed during the second quarter of 2000. Cost
  savings of approximately $4 million in the three months ended 31 March , 2000
  arose mainly from savings in selling, marketing and general overheads. It is
  expected that further benefits will arise in the second half of the year,
  following the closure of the sites in Eatontown, New Jersey and Guildford, U.K.
  
  
  <PAGE>
  
  
  Item 3.  Qualitative and Quantitative Disclosures about Market Risk
  
  There have been no material changes in the Company's market risk exposure since
  December 31, 1999. The Company's Annual Report on Form 10-K for the year ended
  December 31, 1999 contains a detailed discussion of the Company's market risk
  exposure in relation to interest rate market risk and foreign exchange market
  risk.
  
  
  
  
  
  
  
  
  
  <PAGE>
  
  
  PART II.   OTHER INFORMATION
  
  Item 1.  Legal Proceedings
  
  We are currently a defendant in approximately 3,600 lawsuits, in both federal
  and state courts, which seek damages for, among other things, personal injury
  arising from phentermine products supplied for the treatment of obesity by us
  and several other pharmaceutical companies. We have been sued as a manufacturer
  and distributor of phentermine, an anorectic used in the short-term treatment of
  obesity and one of the products addressed by the lawsuits. If we are found
  liable in some or all of these lawsuits for damages in excess of its assets, we
  would be required to consider reorganizing and seeking protection in bankruptcy
  or initiating insolvency proceedings. The suits relate to phentermine either
  alone or together with fenfluramine or dexfenfluramine. In 136 of these suits,
  the plaintiffs have specifically alleged in the complaint or subsequent
  discovery that they used Oby-Cap or Oby-Trim, phentermine products produced by
  us. The lawsuits generally allege the following claims:
  
  o    the defendants marketed phentermine and the other products for the
       treatment of obesity and misled users about the products and the dangers
       associated with them;
  
  o    the defendants failed to adequately test phentermine individually and when
       taken in combination with the other drugs; and
  
  o    the defendants knew or should have known about the negative effects of the
       drug and should have informed the public about such risks and/or failed to
       provide appropriate warning labels.
  
  We became involved with phentermine through the acquisition of certain assets of
  Rexar Pharmaceutical Corp. in January 1994. In addition to liability as a result
  of its own production of Oby-Cap, plaintiffs may seek to impose liability on us
  as a successor to Rexar. Class certification has been sought for certain of the
  claims made against us and the other defendants. In addition, pending federal
  lawsuits have been consolidated as a multidistrict litigation in the Eastern
  District of Pennysylvania.
  
  We intend to vigorously defend all lawsuits and pursue all available reasonable
  defenses. Legal expenses have thus far been paid by the insurers of our
  supplier, Eon Labs Manufacturing Inc. Through approximately March 2000, Eon and
  its distributors, including us, had exhausted approximately $39 million in
  insurance proceeds defending the lawsuits. As of March 2000, additional
  insurance was available to us and the other Eon distributors through Eon's
  carriers in the amount of approximately $12 million in the aggregate. In
  addition, we have our own insurance up to a maximum of $3 million for lawsuits
  filed in the period to April 28, 1998, an unlimited indemnity given by Eon and a
  limited indemnity from the former shareholders of Shire Richwood Inc. ("SRI")
  given at the time of our acquisition of SRI. We have already spent a substantial
  amount of resources in managing these lawsuits and will continue to do so.
  
  Through April 2000, we were named as a defendant in approximately 3,600 lawsuits
  and had been dismissed from approximately 500 of these cases. There are
  approximately 2,400 additional cases pending dismissal as of April 25, 2000. In
  only 136 cases pending was it alleged in the complaint or subsequent discovery
  that the plaintiff had used our particular product and we have been dismissed
  from 30 of these cases as well.
  
  Reference is hereby made to the Company's Annual Report on Form 10-K for the
  fiscal year ended December 31, 1999, for a description of certain other legal
  proceedings to which the Company is a party.
  
  
  <PAGE>
  
  
  Item 6.  Exhibits and Reports on Form 8-K
  
  (a)  Exhibits
  
       (27) Financial Data Schedule - March 31, 2000
  
  (b)  Reports on Form 8-K
  
       The Company filed a Current Report on Form 8-K containing information
       pursuant to Item 5 ("Other Events") dated February 29, 2000, entitled
       "Shire's Revenues up 30%; Operating Profit (before exceptionals) up 154% -
       Shire Pharmaceuticals Group plc announces results for the twelve months
       ended December 31, 1999)."
  
  
  
  SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this Report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  SHIRE PHARMACEUTICALS GROUP PLC
  (Registrant)
  
  
  
  Date:    May 12, 2000               By:     Angus C Russell
                                              Group Finance Director
  
  
  Date:    May 12, 2000               By:     Rolf Stahel
                                              Chief Executive
  
  
  
  
  EXHIBIT INDEX
  
  Exhibit No.       Exhibit
  
  (27)     Financial Data Schedule - March 31, 2000
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text: FORM 10-Q
                         SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC 20549
  
     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                    ACT OF 1934
  
  For the Quarter Ended March 31, 2000
  
                           Commission File Number: 0-29630
  
                           SHIRE PHARMACEUTICALS GROUP PLC
               (Exact name of registrant as specified in its charter)
  
         England and Wales                                    N.A.
  (State or other jurisdiction                         (I.R.S. Employer
  of incorporation or organization)                    Identification No.)
  
    East Anton, Andover, Hampshire SP10 5RG
                   England
    (Address of principal executive offices)             (Zip Code)
  
                                   44 1264 333 455
                (Registrant's telephone number, including area code)
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding 12 months, and (2) has been subject to such filing requirements
  for the past 90 days.
  
                                                                 Yes X  No __
  
  Indicate the number of shares outstanding of each of the issuer's classes of
  Common Stock, as of the latest practical date.
  
                 Class                               Outstanding at May 10, 2000
  
      Common Stock: Ordinary Shares                          251,809,610
  
  THE "SAFE HARBOR" STATEMENT UNDER SECTION 21E OF THE SECURITIES EXCHANGE ACT OF
  1934 (AMENDED) AND SECTION 27A OF THE SECURITIES EXCHANGE ACT OF 1933 (AMENDED).
  
  The statements in this form 10-Q that are not historical facts are
  forward-looking statements that involve risks and uncertainties, including but
  not limited to, risks associated with the inherent uncertainty of pharmaceutical
  research, product development and commercialisation, the impact of competitive
  products, patents, and other risks and uncertainties, including those detailed
  from time to time in periodic reports, including the Annual Report filed on Form
  10-K by Shire with the Securities and Exchange Commission.
  PART I.  FINANCIAL INFORMATION
  
  ITEM 1.  Financial Statements
  SHIRE PHARMACEUTICALS GROUP PLC
  
                                                        CONSOLIDATED BALANCE SHEETS
  
                                      (In thousands of U.S. dollars, except share and per share data)
  
                                                                                         March 31,          December 31,
                                                                                              2000                  1999
                                                                                       (Unaudited)
  ASSETS                                                                               -----------           -----------
  Current assets:
  Cash and cash equivalents                                                                 67,307                54,082
  Marketable securities and other current asset investments                                 58,020                84,344
  Accounts receivable, net                                                                  75,689                59,018
  Inventories, net                                                                          39,828                39,538
  Deferred tax asset                                                                         5,312                 5,312
  Prepaid expenses and other current assets                                                  6,211                 9,012
                                                                                      ------------          ------------
  Total current assets                                                                     252,367               251,306
  
  Investments                                                                                2,604                 2,604
  Property, plant and equipment, net                                                        38,813                37,484
  Intangible assets, net                                                                   550,536               557,934
  Deferred tax asset                                                                        31,799                31,799
  Other assets                                                                               5,058                 6,636
                                                                                      ------------          ------------
  Total assets                                                                             881,177               887,763
                                                                                      ------------          ------------
  LIABILITIES AND SHAREHOLDERS' EQUITY
  Current liabilities:
  Current instalments of long-term debt                                                      5,333                 9,608
  Accounts and notes payable                                                               106,695               114,509
  Other current liabilities                                                                  9,214                48,703
                                                                                      ------------          ------------
  Total current liabilities                                                                121,242               172,820
  
  Long-term debt, excluding current instalments                                            128,040               126,314
  Other long-term liabilities                                                                  541                 1,345
                                                                                      ------------          ------------
  Total liabilities                                                                        249,823               300,479
                                                                                      ------------          ------------
  Shareholders' equity:
  Common stock, 5p par value; 400,000,000 shares authorised; and
  251,376,841 shares issued and outstanding (1999: 244,519,024)                             20,611                20,063
  Additional paid-in capital                                                               883,257               832,650
  Accumulated other comprehensive losses                                                   (13,122)              (10,303)
  Accumulated deficit                                                                     (259,392)             (255,126)
                                                                                      ------------          ------------
  Total shareholders' equity                                                               631,354               587,284
                                                                                      ------------          ------------
  Total liabilities and shareholders' equity                                               881,177               887,763
                                                                                      ------------          ------------
  
  The accompanying notes are an integral part of these financial statements.
  SHIRE PHARMACEUTICALS GROUP PLC
  
                                                     CONSOLIDATED STATEMENTS OF INCOME
                                      (In thousands of U.S. dollars, except share and per share data)
                                                                (Unaudited)
  
  Three months ended March 31,                                                                   2000                1999
                                                                                         ------------        ------------
  Product sales                                                                               113,165              87,756
  Licensing and development                                                                     4,910               6,411
  Royalties                                                                                       605                 629
  Other revenues                                                                                  298                 456
                                                                                         ------------        ------------
  Total revenues                                                                              118,978              95,252
  
  Costs and expenses:
  Cost of revenues                                                                             20,905              23,511
  Research and development                                                                     26,072              16,279
  Selling, general and administrative (inclusive of
  $23,246 (1999: $4,882) stock option compensation
  charge)                                                                                      66,046              40,935
                                                                                         ------------        ------------
  Total operating expenses                                                                    113,023              80,725
                                                                                         ------------        ------------
  Operating income                                                                              5,955              14,527
  
  Interest income                                                                               1,371               1,613
  Interest expense                                                                            (3,405)             (2,558)
  Other expenses, net                                                                           (431)                 650
                                                                                         ------------        ------------
  Total other expenses                                                                        (2,465)               (295)
                                                                                         ------------        ------------
  Income before income taxes                                                                    3,490              14,232
  
  Income taxes                                                                                (7,756)             (3,966)
                                                                                         ------------        ------------
  Net (loss)/income                                                                           (4,266)              10,266
                                                                                         ------------        ------------
  
  Net (loss)/income per share:
  Basic                                                                                       $(0.02)               $0.04
  Diluted                                                                                     $(0.02)               $0.04
  
  Weighted average number of shares:
  Basic                                                                                   246,672,276         240,438,985
  Diluted                                                                                 246,672,276         247,390,800
  The results for the three months ended March 31, 1999 have been restated to
  include the results of Roberts Pharmaceutical Corporation which was accounted
  for as a pooling of interests in accordance with APB 16, Accounting for Business
  Combinations.
  
  The accompanying notes are an integral part of these financial statements.
  SHIRE PHARMACEUTICALS GROUP PLC
  
                                              CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
  
                                                      (In thousands of U.S. dollars)
                                                                (Unaudited)
  
  Three months ended March 31,                                                                 2000              1999
                                                                                         ----------        ----------
  Net cash (used in)/provided by operating activities                                      (35,763)            24,383
                                                                                         ----------        ----------
  Cash flows from investing activities:
  Redemption of/(investment in) marketable securities                                        31,687          (16,509)
  Increase in cash placed on short-term deposit                                             (5,363)          (25,751)
  Expenses of acquisition of subsidiaries                                                     (212)                 -
  Purchase of intangible assets                                                                   -           (5,474)
  Purchase of fixed assets                                                                  (1,935)             (863)
  Proceeds from sale of intangible fixed assets                                                   -               166
  Proceeds from sale of fixed assets                                                              -             1,304
  Collection on notes receivable                                                                520             2,490
                                                                                         ----------        ----------
  Net cash provided by/(used in) investing activities                                        24,697          (44,637)
                                                                                         ----------        ----------
  
  Cash flows from financing activities:
  Payments on long term debt, capital leases and notes                                      (2,549)           (7,634)
  Proceeds from issue of common stock                                                         3,033             1,231
  Payments of stock issuance costs                                                          (3,385)                 -
  Proceeds from exercise of options                                                          27,192             1,341
                                                                                         ----------        ----------
  Net cash provided by/(used in) financing activities                                        24,291           (5,062)
                                                                                         ----------        ----------
  Effect of foreign exchange rate changes on cash and cash equivalents
                                                                                                  -              (37)
                                                                                         ----------        ----------
  Net increase/(decrease) in cash and cash equivalents                                       13,225          (25,353)
  Cash and cash equivalents at beginning of period                                           54,082            52,973
                                                                                         ----------        ----------
  Cash and cash equivalents at end of period                                                 67,307            27,620
                                                                                         ----------        ----------
  The results for the three months ended March 31, 1999 have been restated to
  include the results of Roberts Pharmaceutical Corporation which was accounted
  for as a pooling of interests in accordance with APB 16, Accounting for Business
  Combinations.
  
  The accompanying notes are an integral part of these financial statements.
  SHIRE PHARMACEUTICALS GROUP PLC
  
                   CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
  
                           (In thousands of U.S. dollars)
                                     (Unaudited)
  
  Three months ended March 31,                             2000          1999
                                                    ------------ ------------
  Net (loss)/income                                     (4,266)        10,266
  Foreign currency translation adjustments              (2,819)       (7,934)
                                                    ------------ ------------
  Comprehensive (loss)/income                           (7,085)         2,332
                                                    ------------ ------------
  
  There are no tax effects related to the items included above.
  
  The results for the three months ended March 31, 1999 have been restated to
  include the results of Roberts Pharmaceutical Corporation which was accounted
  for as a pooling of interests in accordance with APB 16, Accounting for Business
  Combinations.
  SHIRE PHARMACEUTICALS GROUP PLC
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  
  1.   Summary of Significant Accounting Policies
  
  a)   Description of Operations and Principles of Consolidation
  
  Shire Pharmaceuticals Group plc is an international specialty pharmaceutical
  company with a strategic focus on four therapeutic areas: central nervous system
  disorders, metabolic diseases, oncology and gastroenterology. The Company's
  principal products include Adderall, for the treatment of Attention Deficit
  Hyperactivity Disorder, and Pentasa, for the treatment of ulcerative colitis.
  
  The Group has operations in the United States, Europe and the rest of the world.
  Within these geographic operating segments, revenues are derived from three
  sources: sales of products by the Company's own sales and marketing operations,
  licensing and development fees, and royalties.
  
  The accompanying consolidated financial statements include the accounts of Shire
  Pharmaceuticals Group plc and all its subsidiary undertakings after elimination
  of intercompany accounts and transactions.
  
  b)   New Accounting Pronouncements
  
  In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative
  Instruments and Hedging Activities". This Statement requires that all
  derivatives be recorded in the balance sheet as either an asset or liability
  measured at its fair value and that changes in the derivative's fair value be
  recognized currently in earnings unless specific hedge accounting criteria are
  met. In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative
  Instruments and Hedging Activities - Deferral of the Effective Date of FASB
  Statement No. 133". This Statement defers for one year the effective date of
  SFAS 133 to all fiscal quarters of all fiscal years beginning after June 15,
  2000. The Company has not yet determined the future impact of this statement on
  its consolidated financial statements.
  
  c)   Basis of Presentation
  
  The accompanying consolidated financial statements, which include the operations
  of the Company and its wholly owned subsidiaries and the financial information
  included herein, are unaudited. However, such information includes all
  adjustments (consisting solely of normal recurring adjustments) which are, in
  the opinion of Management, necessary to fairly state the results of the interim
  periods. Interim results are not necessarily indicative of results to be
  expected for the full year. It is suggested that these consolidated financial
  statements be read in conjunction with the Company's audited consolidated
  financial statements for the three years ended December 31, 1999 and notes
  thereto.
  
  2.   Inventory
  
  Inventory consists of:
  
                                              March 31,         December 31,
                                                   2000                 1999
                                         --------------       --------------
  Finished goods                                 27,720               26,573
  Work-in-process                                 6,008                6,389
  Raw materials                                   6,100                6,576
                                         --------------       --------------
                                                 39,828               39,538
                                         --------------       --------------
  3.   Analysis of revenue, operating income and reportable segments
  
  The Company has disclosed segment information for the individual operating areas
  of the business, based on the way in which the business is managed and
  controlled. Shire's principal reporting segments are geographic, each being
  managed and monitored separately and serving different markets. The Company
  evaluates performance based on operating income.
  Three months ended March 31, 2000                                                            Rest of
                                                                U.S.           Europe            World              Total
                                                               $'000            $'000            $'000              $'000
                                                          ----------       ----------       ----------         ----------
  Product sales                                               93,102           15,243            4,820            113,165
  Licensing and development                                    1,376            3,534                -              4,910
  Royalties                                                       44              561                -                605
  Other revenues                                                   3                -              295                298
                                                          ----------       ----------       ----------         ----------
  Total revenues                                              94,525           19,338            5,115            118,978
                                                          ----------       ----------       ----------         ----------
  
  Cost of revenues                                            12,955            5,730            2,220             20,905
  Research and development                                    17,247            8,808               17             26,072
  Selling, general and administrative                         26,138           37,795            2,113             66,046
                                                          ----------       ----------       ----------         ----------
  Total operating expenses                                    56,340           52,333            4,350            113,023
                                                          ----------       ----------       ----------         ----------
  Operating income/(loss)                                     38,185          (32,995)             765              5,955
                                                          ----------       ----------       ----------         ----------
  
  Three months ended March 31, 1999                                                            Rest of
                                                                U.S.           Europe            World              Total
                                                               $'000            $'000            $'000              $'000
                                                          ----------       ----------       ----------         ----------
  Product sales                                               71,438           12,464            3,854             87,756
  Licensing and development                                    1,097            5,314                -              6,411
  Royalties                                                        -              629                -                629
  Other revenues                                                 188                -              268                456
                                                          ----------       ----------       ----------         ----------
  Total revenues                                              72,723           18,407            4,122             95,252
  
  Cost of revenues                                            13,979            5,045            4,487             23,511
  Research and development                                     7,422            8,847               10             16,279
  Selling, general and administrative                         23,909           15,412            1,614             40,935
                                                          ----------       ----------       ----------         ----------
  Total operating expenses                                    45,310           29,304            6,111             80,725
                                                          ----------       ----------       ----------         ----------
  Operating income/(loss)                                     27,413          (10,897)          (1,989)            14,527
                                                          ----------       ----------       ----------         ----------
  4.   Net (loss)/income per share
  
  Basic net (loss)/income per share is based upon the net (loss)/income available
  to common stockholders divided by the weighted-average number of common shares
  outstanding during the period. Diluted net (loss)/ income per share is based
  upon income available to common stockholders divided by the weighted-average
  number of common shares outstanding during the period and adjusted for the
  effect of all dilutive potential common shares that were outstanding during the
  period.
  The following table sets forth the computation of basic and diluted net
  (loss)/income per share:
  Three months ended March 31,                                                                        2000                 1999
                                                                                                     $'000                $'000
                                                                                          ----------------     ----------------
  Net (loss)/ income available for common shareholders                                             (4,266)               10,266
                                                                                          ----------------     ----------------
  
  Weighted average shares:                                                                   No. of shares        No. of shares
  
  Basic  - weighted average shares                                                             246,672,276          240,438,985
  Effect of dilutive stock options                                                                       -            6,951,815
                                                                                          ----------------     ----------------
  Diluted - weighted average shares                                                            246,672,276          247,390,800
                                                                                          ----------------     ----------------
  
  Basic net (loss)/income per share                                                                $(0.02)                $0.04
                                                                                          ----------------     ----------------
  Diluted net (loss)/income per share                                                              $(0.02)                $0.04
                                                                                          ----------------     ----------------
  The calculation of weighted average number of shares for the three months ended
  March 31, 2000 does not include potentially dilutive securities, stock options
  and convertible debt, because their inclusion would be anti-dilutive in a loss
  making period.
  
  The number of dilutive stock options excluded from the calculation for the three
  months ended March 31, 2000 was 12,629,355.
  
  5.   Restructuring
  
  As a result of the merger with Roberts Pharmaceutical Corporation, the Company
  recorded pre tax charges in the fourth quarter of 1999 totalling $75.9 million
  comprising restructuring costs ($43.6 million) and merger related transaction
  expenses ($32.3 million). The restructuring costs included $37.9 for employee
  termination and $5.7 of property related expenses. The termination costs
  consisted of payments for severance, medical and other benefits, outplacement
  counselling, pension contributions and excise taxes.
  
  In December 1999, the decision was made to close the Roberts' office facility in
  Eatontown, New Jersey and consolidate the sales and marketing operations into
  the existing Shire facility in Florence, Kentucky and to transfer the research
  and development activities to Shire's facility in Rockville, Maryland.
  Similarly, Roberts' sales and marketing operations in the U.K. were combined
  with Shire's established operation in Andover, Hampshire.
  
  As a result of the restructuring and elimination of duplicate facilities, a
  total of 147 employees will be terminated. The office facility in Eatontown was
  closed as of April 28, 2000 whilst the U.K. duplicate facility was closed on
  March 10, 2000. Through May 11, 2000 substantially all of the planned
  terminations were complete. It is anticipated that the remaining nine employees
  will be terminated within the next three months.
  
  During the first quarter of 2000 the Company utilized $32.8 million of the
  restructuring reserve. This was primarily related to payments for severence as a
  result of the closure of the duplicate facilities and pension contributions.
  
  As of March 31, 2000 the Company had a combined reserve balance of $10.8
  million. Management is satisfied that the restructure programme is progressing
  as planned and expects that substantially all amounts related to the above
  activities will be expended by the end of the second quarter of 2000.
  6.   Consolidated statement of changes in shareholders' equity
  
  Movements in shareholders' equity for the three months ended March 31, 2000 are
  as follows:
  Accumu-
                                      Common        Common      Additional     Accumu-     lated other       Total
                                       Stock        Stock        paid-in        lated      comprehen-      sharehold-
                                      Amount      No. Shares     capital       deficit     sive losses     ers' equity
                                    -------------------------- ------------- ------------- ------------- -------------
  As at January 1, 2000                  20,063       244,519       832,650     (255,126)      (10,303)       587,284
  Net loss                                    -             -             -       (4,266)             -       (4,266)
  Foreign currency translation                -             -             -             -       (2,819)       (2,819)
  Issuance of common stock on
  conversion of debt                         43           533         2,990             -             -         3,033
  Options exercised                         505         6,325        26,687                           -        27,192
  Issuance costs                                            -       (3,385)                           -       (3,385)
  Stock option compensation                   -             -        23,246             -             -        23,246
  Tax benefit associated with
  exercise of stock options                   -             -         1,069             -             -         1,069
                                    -------------------------- ------------- ------------- ------------- -------------
  As at March 31, 2000                   20,611       251,377       883,257     (259,392)      (13,122)       631,354
                                    -------------------------- ------------- ------------- ------------- -------------
  Item 2. Management's Discussion and Analysis of Financial Condition and Results
          of Operations
  
  Results of operations
  
  Overview of financial results
  
  Group revenues for the three months ended March 31, 2000 increased by 25 per
  cent to $119.0 million as compared to the three months ended March 31, 1999. The
  increase was primarily the result of an increase in product sales. The Group
  recorded a net loss of $4.3 million (1999: net income of $10.3 million).
  
  Sales and marketing
  
  Product sales represented 95 per cent of total revenues at $113.2 million, an
  increase of 29 per cent over 1999 product sales of $87.8 million. Product sales
  in the U.S. continue to represent a significant percentage of worldwide sales,
  increasing from 81 per cent in the three months ended March 31, 1999 to 82 per
  cent in the three months ended March 31, 2000.
  Product sales by segment                        3 months to       3 months to
                                               March 31, 2000         March 31,
                                                                           1999         % change
                                                           $m                $m
  United States                                          93.1              71.4             30.4
  Europe                                                 15.3              12.5             22.4
  Rest of World                                           4.8               3.9             23.1
                                                 ------------      ------------
  Total product sales                                   113.2              87.8             29.0
                                                 ------------      ------------
  First quarter sales of Adderall and DextroStat, products marketed in the U.S.
  for the treatment of Attention Deficit Hyperactivity Disorder (ADHD), were $56.9
  million, representing growth of 70 per cent over quarter one 1999. Shire had
  gained 32.8 per cent of prescriptions written for ADHD in the US compared to
  22.1 per cent at March 31, 1999 and 30.5 per cent at December 31, 1999.
  
  Sales of Agrylin, the only U.S. product licensed for the treatment of essential
  thrombocythemia, continued to grow strongly, reaching $11.0 million, a 113 per
  cent increase over quarter one 1999 sales of $5.2 million. Shire achieved a
  script share of 14.3 per cent at March 31, 2000 of the total U.S. Agrylin
  market, including Hydrea and generic hydroxyurea, compared to 10.0 per cent at
  March 31, 1999.
  
  Sales of Pentasa, licensed for the treatment of ulcerative colitis, at $10.3
  million, were 31 per cent lower than the comparable period last year, when sales
  were higher due to wholesaler stockbuilding. Prescriptions for Pentasa increased
  by 10.5 per cent during the quarter and reached a market share of 18.0 per cent
  of the U.S. oral mesalamine market at March 31, 2000 compared to 17.6 per cent
  at March 31, 1999.
  
  Carbatrol recorded sales growth of 115 per cent from sales of $2.6 million in
  the three months ended March 31, 1999 to $5.6 million in the three months ended
  March 31, 2000. This translates to 26 per cent of the US extended release
  carbamazepine prescription market at the end of March 2000, compared to 12.4 per
  cent at March 31, 1999.
  
  Sales of Shire's lead UK product, the Calcichew range, were maintained at $4.0
  million, with a UK prescription calcium market share of 71 per cent at the end
  of February 2000.
  
  Licensing
  
  Licensing and development fees in the three months ended March 31, 2000
  decreased by 23 per cent to $4.9 million compared to $6.4 million in the three
  months ended March 31, 1999. These results reflect the variability of this
  income quarter on quarter, based as they are on milestone payments and the
  development status of relevant projects, in particular Reminyl. Royalties were
  flat at $0.6 million (1999: $0.6 million).
  Cost of sales and operating expenses
  
  Gross margin on product sales increased from 73 per cent in the three months
  ended March 31, 1999 to 82 per cent in the three months ended March 31, 2000.
  This is due to the faster growth rate of the higher margin products,
  particularly Adderall and Agrylin, which contributed a higher proportion of
  sales in the first quarter of 2000 over the same period last year. As a result,
  cost of sales decreased by 11 per cent to $20.9 million (1999: $23.5 million).
  
  R&D expenditure increased by 60 per cent to $26.1 million (1999: $16.3 million).
  This rise reflects the increased costs associated with the significant
  proportion of projects at Phase II or later where development costs tend to be
  higher, together with the upfront payment for the in-licensing of SPD 421
  mentioned below. R&D expenditure in first quarter 2000 represents 22 per cent of
  revenues compared to 17 per cent in first quarter 1999.
  
  Selling, general and administrative expenses increased by 61 per cent to $66.0
  million (1999: $40.9 million). A significant component of selling, general and
  administrative expenses is the Company's stock option compensation charge under
  APB 25. The APB 25 charge in the quarter was $23.2 million compared to $4.9
  million in 1999. This increase is primarily due to the 66 per cent increase in
  the share price between December 31, 1999 and February 29, 2000, being the date
  upon which the Remuneration Committee of the Board exercised its powers to amend
  the terms of the Executive share option scheme so as to remove substantially,
  the impact of the charges from March 1, 2000 onwards.
  
  Other factors contributing to the increase in selling, general and
  administrative expenses are a 35 per cent growth in the U.S. sales force between
  March 1999 and March 2000 and a 21 per cent increase in depreciation and
  amortization to $7.6 million (1999: $6.3 million). The increase in the
  amortization reflects the charge on those intangibles acquired since quarter two
  of 1999. The relevant acquisitions include the European sales and marketing
  subsidiaries purchased from Fuisz, the buy out of the Agrylin royalties and the
  acquisition of U.S. marketing rights for Fareston.
  
  Income taxes
  
  For the three months ended March 31, 2000 income taxes increased $3.8 million
  from $4.0 million to $7.8 million. The Company's effective tax rate before the
  stock compensation charge of $23.2 million was 29 per cent for the three months
  ended March 31, 2000 (Q1 1999: 21 per cent). The Company has recorded net
  deferred tax assets of approximately $37 million. Realization is dependent upon
  generating sufficient taxable income to utilize such assets. Although
  realization on these assets is not assured, management believes it is more
  likely than not that the deferred tax assets will be realized.
  
  Liquidity and Financial Condition
  
  The Company's funding requirements depend on a number of factors, including the
  Company's product development programs, business and product acquisitions, the
  level of resources required for the expansion of marketing capabilities as the
  product base expands, increased investment in accounts receivable and inventory
  which may arise as sales levels increase, competitive and technological
  developments, the timing and cost of obtaining required regulatory approvals for
  new products, and the continuing revenues generated from sales of its key
  products.
  
  At March 31, 2000, the Company had net debt as follows:
  Selected data:                                                            March 31,         December 31,
                                                                                 2000                 1999
                                                                                   $m                   $m
                                                                       --------------       --------------
  Cash and cash equivalents                                                      67.3                 54.1
  Marketable securities and other current asset investments                      58.0                 84.3
  Debt                                                                        (133.4)              (135.9)
                                                                       --------------       --------------
  Net (debt)/cash                                                               (8.1)                  2.5
                                                                       --------------       --------------
  Net cash used in operating activities in the three months ended March 31, 2000
  was $35.8 compared to $24.4 million cash provided by operating activities in the
  three months to March 31, 1999. Cash payments in respect of restructuring and
  merger related expenses following the acquisition of Roberts Pharmaceutical
  Corporation in December 1999 are a major contributor to the outflow.
  
  Investing activities provided $24.7 million, which mainly comprised $31.7
  million on redemption of marketable securities, offset by $5.4 million of cash
  placed on short-term deposit and $2.1 million of capital expenditure.
  
  Financing activities provided $24.3 million, including net proceeds from the
  issue of common stock of $26.8 million, offset by repayments of debt totalling
  $2.5 million.
  
  Capital expenditure
  
  Capital expenditure on tangible fixed assets of $1.9 million in the three months
  to March 31, 2000 primarily related to the upgrade of computer hardware.
  
  Other matters
  
  Restructuring
  
  As a result of the merger with Roberts Pharmaceutical Corporation, the Company
  recorded pre tax charges in the fourth quarter of 1999 totalling $75.9 million
  comprising restructuring costs ($43.6 million) and merger related transaction
  expenses ($32.3 million). The restructuring costs included $37.9 for employee
  termination and $5.7 of property related expenses. The termination costs
  consisted of payments for severance, medical and other benefits, outplacement
  counselling, pension contributions and excise taxes.
  
  In December 1999, the decision was made to close the Roberts' office facility in
  Eatontown, New Jersey and consolidate the sales and marketing operations into
  the existing Shire facility in Florence, Kentucky and to transfer the research
  and development activities to Shire's facility in Rockville, Maryland.
  Similarly, Roberts' sales and marketing operations in the U.K. were combined
  with Shire's established operation in Andover, Hampshire.
  
  As a result of the restructuring and elimination of duplicate facilities, a
  total of 147 employees will be terminated. The office facility in Eatontown was
  closed as of April 28, 2000 whilst the U.K. duplicate facility was closed on
  March 10, 2000. Through May 11, 2000 substantially all of the planned
  terminations were complete. It is anticipated that the remaining nine employees
  will be terminated within the next three months.
  
  During the first quarter of 2000 the Company utilized $32.8 million of the
  restructuring reserve. This was primarily related to payments for severance as a
  result of the closure of the duplicate facilities and pension contributions. As
  of March 31, 2000 the Company had a combined reserve balance of $10.8 million.
  Management expects that substantially all amounts related to the above
  activities will be expended by the end of the second quarter of 2000.
  
  The merger integration process with Roberts has moved ahead quickly as planned
  and will be substantially completed during the second quarter of 2000. Cost
  savings of approximately $4 million in the three months ended 31 March , 2000
  arose mainly from savings in selling, marketing and general overheads. It is
  expected that further benefits will arise in the second half of the year,
  following the closure of the sites in Eatontown, New Jersey and Guildford, U.K.
  Item 3.  Qualitative and Quantitative Disclosures about Market Risk
  
  There have been no material changes in the Company's market risk exposure since
  December 31, 1999. The Company's Annual Report on Form 10-K for the year ended
  December 31, 1999 contains a detailed discussion of the Company's market risk
  exposure in relation to interest rate market risk and foreign exchange market
  risk.
  PART II.   OTHER INFORMATION
  
  Item 1.  Legal Proceedings
  
  We are currently a defendant in approximately 3,600 lawsuits, in both federal
  and state courts, which seek damages for, among other things, personal injury
  arising from phentermine products supplied for the treatment of obesity by us
  and several other pharmaceutical companies. We have been sued as a manufacturer
  and distributor of phentermine, an anorectic used in the short-term treatment of
  obesity and one of the products addressed by the lawsuits. If we are found
  liable in some or all of these lawsuits for damages in excess of its assets, we
  would be required to consider reorganizing and seeking protection in bankruptcy
  or initiating insolvency proceedings. The suits relate to phentermine either
  alone or together with fenfluramine or dexfenfluramine. In 136 of these suits,
  the plaintiffs have specifically alleged in the complaint or subsequent
  discovery that they used Oby-Cap or Oby-Trim, phentermine products produced by
  us. The lawsuits generally allege the following claims:
  
  o    the defendants marketed phentermine and the other products for the
       treatment of obesity and misled users about the products and the dangers
       associated with them;
  
  o    the defendants failed to adequately test phentermine individually and when
       taken in combination with the other drugs; and
  
  o    the defendants knew or should have known about the negative effects of the
       drug and should have informed the public about such risks and/or failed to
       provide appropriate warning labels.
  
  We became involved with phentermine through the acquisition of certain assets of
  Rexar Pharmaceutical Corp. in January 1994. In addition to liability as a result
  of its own production of Oby-Cap, plaintiffs may seek to impose liability on us
  as a successor to Rexar. Class certification has been sought for certain of the
  claims made against us and the other defendants. In addition, pending federal
  lawsuits have been consolidated as a multidistrict litigation in the Eastern
  District of Pennysylvania.
  
  We intend to vigorously defend all lawsuits and pursue all available reasonable
  defenses. Legal expenses have thus far been paid by the insurers of our
  supplier, Eon Labs Manufacturing Inc. Through approximately March 2000, Eon and
  its distributors, including us, had exhausted approximately $39 million in
  insurance proceeds defending the lawsuits. As of March 2000, additional
  insurance was available to us and the other Eon distributors through Eon's
  carriers in the amount of approximately $12 million in the aggregate. In
  addition, we have our own insurance up to a maximum of $3 million for lawsuits
  filed in the period to April 28, 1998, an unlimited indemnity given by Eon and a
  limited indemnity from the former shareholders of Shire Richwood Inc. ("SRI")
  given at the time of our acquisition of SRI. We have already spent a substantial
  amount of resources in managing these lawsuits and will continue to do so.
  
  Through April 2000, we were named as a defendant in approximately 3,600 lawsuits
  and had been dismissed from approximately 500 of these cases. There are
  approximately 2,400 additional cases pending dismissal as of April 25, 2000. In
  only 136 cases pending was it alleged in the complaint or subsequent discovery
  that the plaintiff had used our particular product and we have been dismissed
  from 30 of these cases as well.
  
  Reference is hereby made to the Company's Annual Report on Form 10-K for the
  fiscal year ended December 31, 1999, for a description of certain other legal
  proceedings to which the Company is a party.
  Item 6.  Exhibits and Reports on Form 8-K
  
  (a)  Exhibits
  
       (27) Financial Data Schedule - March 31, 2000
  
  (b)  Reports on Form 8-K
  
       The Company filed a Current Report on Form 8-K containing information
       pursuant to Item 5 ("Other Events") dated February 29, 2000, entitled
       "Shire's Revenues up 30%; Operating Profit (before exceptionals) up 154% -
       Shire Pharmaceuticals Group plc announces results for the twelve months
       ended December 31, 1999)."
  
  SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this Report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  SHIRE PHARMACEUTICALS GROUP PLC
  (Registrant)
  
  Date:    May 12, 2000               By:     Angus C Russell
                                              Group Finance Director
  
  Date:    May 12, 2000               By:     Rolf Stahel
                                              Chief Executive
  
  EXHIBIT INDEX
  
  Exhibit No.       Exhibit
  
  (27)     Financial Data Schedule - March 31, 2000