January 23, 2001

Mr. Garrard R. Beeney
Sullivan & Cromwell
125 Broad Street #28
New York, New York 10004
Counsel for Glaxo Wellcome, PLC

Mr. George S. Cary
Cleary, Gottlieb, Steen & Hamilton
2000 Pennsylvania Avenue, N.W. #9000
Washington, D.C. 20006
Counsel for SmithKline Beecham, PLC

Re: Glaxo Wellcome plc and SmithKline Beecham plc, File No. 001 0088

Dear Mr. Beeney and Mr. Cary:

In December 2000, the Commission accepted for public comment a Consent Agreement containing a proposed Consent Order in the above captioned matter. The Consent Agreement resolved allegations in an accompanying Complaint that the merger of Glaxo Wellcome plc and SmithKline Beecham plc, if consummated, would violate Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C.  45, and Section 7 of the Clayton Act, as amended, 15 U.S.C.  18, in the markets for the research, development, manufacture and sale of: (1) 5HT-3 antiemetic drugs; (2) ceftazidime; (3) second generation oral and intravenous antiviral drugs for the treatment of herpes virus infections; (4) prescription topical antiviral cremes for herpes labialis or oral herpes, commonly referred to as cold sores; (5) prophylactic herpes vaccines; (6) OTC H-2 blockers; (7) topoisomerase I inhibitors marketed or in development for the treatment of ovarian, non-small cell lung, colorectal and other solid tumor cancers; (8) drugs for the treatment of irritable bowel syndrome ("IBS"); and (9) triptan drugs for the treatment of migraine headaches. The proposed Consent Order would remedy the alleged violations by replacing the lost competition that would result from the merger in each of these markets.

At the same time it accepted the Consent Agreement for public comment, the Commission indicated that it would continue to investigate the potential effects of this merger in the area of smoking cessation products, which are used by consumers for assistance in quitting smoking. Upon further review of this matter with respect to smoking cessation products, it now appears that no further action is warranted by the Commission at this time. Accordingly, the investigation has been closed with respect to smoking cessation products. This action should not be construed as a determination that a violation may not have occurred with respect to smoking cessation products, just as the pendency of an investigation should not be construed as a determination that a violation has occurred. The Commission reserves the right to take such further action as the public interest may require.

By direction of the Commission.

Donald S. Clark
Secretary