<PAGE> 1
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
Registration Statement
under
THE SECURITIES ACT OF 1933
______________________
SMITHKLINE BEECHAM plc
An English Corporation
98-0101920
(I.R.S. Employer Identification No.)
New Horizons Court
Brentford, Middlesex TW8 9EP, England
011-4481-975-2000
SmithKline Beecham Retirement Savings Plan
(formerly SmithKline Beecham Savings and Investment Plan)
(Full title of the plan)
______________________
AGENT FOR SERVICE
Donald F. Parman, Esquire
SmithKline Beecham Corporation
One Franklin Plaza
Philadelphia, Pennsylvania 19101
(215) 751-7633
(Address and telephone number of agent for service)
________________________________
[Calculation of Registration Fee on following page]
Page 1
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
Title of each Amount to be Proposed maximum Proposed Amount of
class of securities registered offering price maximum registration
to be registered per share (1) aggregate fee
offering
price (1)
- --------------------------------------------------------------------------------------------------------
Ordinary Shares, 6,350,000 $66.9375 $85,010,625 $25,760.80
12.5p nominal value (1)
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purposes of calculating the registration
fee pursuant to Rule 457(c) based on the assumption that the underlying shares
are offered as interests in the SB Stock Fund in the form of American
Depositary Shares and the average of the high and low prices on December 19,
1996 on the New York Stock Exchange for the American Depositary Shares, each of
which represents five Ordinary Shares.
Page 2
<PAGE> 3
The contents of Registration Statement on Form S-8 related to the
SmithKline Beecham Savings and Investment Plan (Commission File No. 33-33032)
are incorporated herein by reference.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Exhibits.
24 Consent of Coopers & Lybrand and Price Waterhouse
25 Powers of Attorney for certain officers and directors of the
registrants
The registrants undertake to submit the Plan and any amendments
thereto to the Internal Revenue Service (the "IRS") in a timely manner and to
make all changes required by the IRS in order to qualify the Plan.
Page 3
<PAGE> 4
SIGNATURES OF SMITHKLINE BEECHAM PLC
Pursuant to the requirements of the Securities Act of 1933, SmithKline
Beecham plc certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on
December 23, 1996.
SMITHKLINE BEECHAM plc
By /s/DONALD F. PARMAN *
----------------------
Jan Leschly,
Chief Executive
Pursuant to the requirements of the Securities Act of 1933, the
undersigned has executed this registration statement as attorney-in-fact for
the following persons in the capacities on December 23, 1996.
/s/ Donald F. Parman *
- ----------------------
Jan Leschly Chief Executive and Director
/s/ Donald F. Parman *
- ----------------------
Hugh R. Collum Principal Accounting Officer
The undersigned has executed this registration statement as attorney-in-fact
for the following directors of the registrant, constituting a majority of the
members of the registrant's board of directors:
Paul A. Allaire Jan Leschly
Andrew R.F. Buxton Donald F. McHenry
Hugh R. Collum Dr. George H. Poste
Dr. Jean-Pierre Garnier Dr. Lucy Shapiro
William R. Grant Sir Peter Walters
Sir Christopher Hogg Dr. Tadataka Yamada
Baroness Gloria Hooper John A. Young
/s/ Donald F. Parman
--------------------
Donald F. Parman
December 23, 1996
* As attorney-in-fact
Page 4
<PAGE> 5
Index to Exhibits
Exhibit Pages
------- -----
24 Consent of Coopers & Lybrand and
Price Waterhouse
25 Powers of Attorney for certain officers
and directors of the registrants
Page 5
<PAGE> 1
EXHIBIT 24
CONSENT OF CHARTERED ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of SmithKline Beecham plc on Form S-8 (File No. 33- ) of our
report dated March 1, 1996 on our audits of the consolidated financial
statements and financial statement schedules of SmithKline Beecham plc as of
December 31, 1995 and 1994 and for the years ended December 31, 1995, 1994 and
1993, appearing in the Company's Annual Report on Form 20-F for the year ended
December 31, 1995.
/s/ Coopers & Lybrand /s/ Price Waterhouse
COOPERS & LYBRAND PRICE WATERHOUSE
Chartered Accountants Chartered Accountants
London, England London, England
December 23, 1996 December 23, 1996
<PAGE> 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Donald F. Parman, William J. Mosher and William J. Shulby and
each of them (with full power to act without the others), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (including as applicable his capacity as a director and/or officer
of SmithKline Beecham plc) to sign the registration statements on United States
Securities and Exchange Commission Form S-8 for the registration with the said
Commission of shares of SmithKline Beecham plc Ordinary Shares and the American
depositary shares representing such Ordinary Shares issuable under any
SmithKline Beecham plc stock option and bonus investment plans and to the
registration of interests in the SmithKline Beecham Corporation Retirement
Savings Plan, and any and all amendments including post effective amendments
and supplements to the said registration statements and to file the same
together with all exhibits thereto and other documents in connection therewith
with the said Commission and further to sign any and all documents and file the
same with any authority in the United Kingdom or elsewhere requisite and
necessary in connection with the said registration and further to take any and
all action and sign and file any and all documents, statements or other papers
which may be necessary or desirable in order to effect the registration or
qualification (or exemption therefrom) of such securities for issue, offer,
sale or trade under the Blue Sky or other securities laws of any of the States
of the United States of America and in connection therewith the execute,
acknowledge, verify, deliver, file and cause to be published applications,
reports, consents to service of process, appointments of attorneys to receive
service of process and other papers and instruments which may be required under
such laws, granting unto the said attorneys-in-fact and agents and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that the said attorneys-in-fact and agents or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ PAUL A. ALLAIRE
---------------------------
Dated: December 5, 1996
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Donald F. Parman, William J. Mosher and William J. Shulby and
each of them (with full power to act without the others), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (including as applicable his capacity as a director and/or officer
of SmithKline Beecham plc) to sign the registration statements on United States
Securities and Exchange Commission Form S-8 for the registration with the said
Commission of shares of SmithKline Beecham plc Ordinary Shares and the American
depositary shares representing such Ordinary Shares issuable under any
SmithKline Beecham plc stock option and bonus investment plans and to the
registration of interests in the SmithKline Beecham Corporation Retirement
Savings Plan, and any and all amendments including post effective amendments
and supplements to the said registration statements and to file the same
together with all exhibits thereto and other documents in connection therewith
with the said Commission and further to sign any and all documents and file the
same with any authority in the United Kingdom or elsewhere requisite and
necessary in connection with the said registration and further to take any and
all action and sign and file any and all documents, statements or other papers
which may be necessary or desirable in order to effect the registration or
qualification (or exemption therefrom) of such securities for issue, offer,
sale or trade under the Blue Sky or other securities laws of any of the States
of the United States of America and in connection therewith the execute,
acknowledge, verify, deliver, file and cause to be published applications,
reports, consents to service of process, appointments of attorneys to receive
service of process and other papers and instruments which may be required under
such laws, granting unto the said attorneys-in-fact and agents and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that the said attorneys-in-fact and agents or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ ANDREW R.F. BUXTON
---------------------------
Dated: December 5, 1996
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Donald F. Parman, William J. Mosher and William J. Shulby and
each of them (with full power to act without the others), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (including as applicable his capacity as a director and/or officer
of SmithKline Beecham plc) to sign the registration statements on United States
Securities and Exchange Commission Form S-8 for the registration with the said
Commission of shares of SmithKline Beecham plc Ordinary Shares and the American
depositary shares representing such Ordinary Shares issuable under any
SmithKline Beecham plc stock option and bonus investment plans and to the
registration of interests in the SmithKline Beecham Corporation Retirement
Savings Plan, and any and all amendments including post effective amendments
and supplements to the said registration statements and to file the same
together with all exhibits thereto and other documents in connection therewith
with the said Commission and further to sign any and all documents and file the
same with any authority in the United Kingdom or elsewhere requisite and
necessary in connection with the said registration and further to take any and
all action and sign and file any and all documents, statements or other papers
which may be necessary or desirable in order to effect the registration or
qualification (or exemption therefrom) of such securities for issue, offer,
sale or trade under the Blue Sky or other securities laws of any of the States
of the United States of America and in connection therewith the execute,
acknowledge, verify, deliver, file and cause to be published applications,
reports, consents to service of process, appointments of attorneys to receive
service of process and other papers and instruments which may be required under
such laws, granting unto the said attorneys-in-fact and agents and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that the said attorneys-in-fact and agents or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ HUGH. R. COLLUM
---------------------------
Dated: December 5, 1996
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Donald F. Parman, William J. Mosher and William J. Shulby and
each of them (with full power to act without the others), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (including as applicable his capacity as a director and/or officer
of SmithKline Beecham plc) to sign the registration statements on United States
Securities and Exchange Commission Form S-8 for the registration with the said
Commission of shares of SmithKline Beecham plc Ordinary Shares and the American
depositary shares representing such Ordinary Shares issuable under any
SmithKline Beecham plc stock option and bonus investment plans and to the
registration of interests in the SmithKline Beecham Corporation Retirement
Savings Plan, and any and all amendments including post effective amendments
and supplements to the said registration statements and to file the same
together with all exhibits thereto and other documents in connection therewith
with the said Commission and further to sign any and all documents and file the
same with any authority in the United Kingdom or elsewhere requisite and
necessary in connection with the said registration and further to take any and
all action and sign and file any and all documents, statements or other papers
which may be necessary or desirable in order to effect the registration or
qualification (or exemption therefrom) of such securities for issue, offer,
sale or trade under the Blue Sky or other securities laws of any of the States
of the United States of America and in connection therewith the execute,
acknowledge, verify, deliver, file and cause to be published applications,
reports, consents to service of process, appointments of attorneys to receive
service of process and other papers and instruments which may be required under
such laws, granting unto the said attorneys-in-fact and agents and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that the said attorneys-in-fact and agents or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ DR. JEAN-PIERRE GARNIER
---------------------------
Dated: December 5, 1996
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Donald F. Parman, William J. Mosher and William J. Shulby and
each of them (with full power to act without the others), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (including as applicable his capacity as a director and/or officer
of SmithKline Beecham plc) to sign the registration statements on United States
Securities and Exchange Commission Form S-8 for the registration with the said
Commission of shares of SmithKline Beecham plc Ordinary Shares and the American
depositary shares representing such Ordinary Shares issuable under any
SmithKline Beecham plc stock option and bonus investment plans and to the
registration of interests in the SmithKline Beecham Corporation Retirement
Savings Plan, and any and all amendments including post effective amendments
and supplements to the said registration statements and to file the same
together with all exhibits thereto and other documents in connection therewith
with the said Commission and further to sign any and all documents and file the
same with any authority in the United Kingdom or elsewhere requisite and
necessary in connection with the said registration and further to take any and
all action and sign and file any and all documents, statements or other papers
which may be necessary or desirable in order to effect the registration or
qualification (or exemption therefrom) of such securities for issue, offer,
sale or trade under the Blue Sky or other securities laws of any of the States
of the United States of America and in connection therewith the execute,
acknowledge, verify, deliver, file and cause to be published applications,
reports, consents to service of process, appointments of attorneys to receive
service of process and other papers and instruments which may be required under
such laws, granting unto the said attorneys-in-fact and agents and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that the said attorneys-in-fact and agents or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ WILLIAM R. GRANT
---------------------------
Dated: December 5, 1996
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Donald F. Parman, William J. Mosher and William J. Shulby and
each of them (with full power to act without the others), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (including as applicable his capacity as a director and/or officer
of SmithKline Beecham plc) to sign the registration statements on United States
Securities and Exchange Commission Form S-8 for the registration with the said
Commission of shares of SmithKline Beecham plc Ordinary Shares and the American
depositary shares representing such Ordinary Shares issuable under any
SmithKline Beecham plc stock option and bonus investment plans and to the
registration of interests in the SmithKline Beecham Corporation Retirement
Savings Plan, and any and all amendments including post effective amendments
and supplements to the said registration statements and to file the same
together with all exhibits thereto and other documents in connection therewith
with the said Commission and further to sign any and all documents and file the
same with any authority in the United Kingdom or elsewhere requisite and
necessary in connection with the said registration and further to take any and
all action and sign and file any and all documents, statements or other papers
which may be necessary or desirable in order to effect the registration or
qualification (or exemption therefrom) of such securities for issue, offer,
sale or trade under the Blue Sky or other securities laws of any of the States
of the United States of America and in connection therewith the execute,
acknowledge, verify, deliver, file and cause to be published applications,
reports, consents to service of process, appointments of attorneys to receive
service of process and other papers and instruments which may be required under
such laws, granting unto the said attorneys-in-fact and agents and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that the said attorneys-in-fact and agents or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ SIR CHRISTOPHER HOGG
---------------------------
Dated: December 5, 1996
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Donald F. Parman, William J. Mosher and William J. Shulby and
each of them (with full power to act without the others), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (including as applicable his capacity as a director and/or officer
of SmithKline Beecham plc) to sign the registration statements on United States
Securities and Exchange Commission Form S-8 for the registration with the said
Commission of shares of SmithKline Beecham plc Ordinary Shares and the American
depositary shares representing such Ordinary Shares issuable under any
SmithKline Beecham plc stock option and bonus investment plans and to the
registration of interests in the SmithKline Beecham Corporation Retirement
Savings Plan, and any and all amendments including post effective amendments
and supplements to the said registration statements and to file the same
together with all exhibits thereto and other documents in connection therewith
with the said Commission and further to sign any and all documents and file the
same with any authority in the United Kingdom or elsewhere requisite and
necessary in connection with the said registration and further to take any and
all action and sign and file any and all documents, statements or other papers
which may be necessary or desirable in order to effect the registration or
qualification (or exemption therefrom) of such securities for issue, offer,
sale or trade under the Blue Sky or other securities laws of any of the States
of the United States of America and in connection therewith the execute,
acknowledge, verify, deliver, file and cause to be published applications,
reports, consents to service of process, appointments of attorneys to receive
service of process and other papers and instruments which may be required under
such laws, granting unto the said attorneys-in-fact and agents and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that the said attorneys-in-fact and agents or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ BARONESS GLORIA HOOPER
---------------------------
Dated: December 5, 1996
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Donald F. Parman, William J. Mosher and William J. Shulby and
each of them (with full power to act without the others), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (including as applicable his capacity as a director and/or officer
of SmithKline Beecham plc) to sign the registration statements on United States
Securities and Exchange Commission Form S-8 for the registration with the said
Commission of shares of SmithKline Beecham plc Ordinary Shares and the American
depositary shares representing such Ordinary Shares issuable under any
SmithKline Beecham plc stock option and bonus investment plans and to the
registration of interests in the SmithKline Beecham Corporation Retirement
Savings Plan, and any and all amendments including post effective amendments
and supplements to the said registration statements and to file the same
together with all exhibits thereto and other documents in connection therewith
with the said Commission and further to sign any and all documents and file the
same with any authority in the United Kingdom or elsewhere requisite and
necessary in connection with the said registration and further to take any and
all action and sign and file any and all documents, statements or other papers
which may be necessary or desirable in order to effect the registration or
qualification (or exemption therefrom) of such securities for issue, offer,
sale or trade under the Blue Sky or other securities laws of any of the States
of the United States of America and in connection therewith the execute,
acknowledge, verify, deliver, file and cause to be published applications,
reports, consents to service of process, appointments of attorneys to receive
service of process and other papers and instruments which may be required under
such laws, granting unto the said attorneys-in-fact and agents and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that the said attorneys-in-fact and agents or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ JAN LESCHLY
---------------------------
Dated: December 5, 1996
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Donald F. Parman, William J. Mosher and William J. Shulby and
each of them (with full power to act without the others), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (including as applicable his capacity as a director and/or officer
of SmithKline Beecham plc) to sign the registration statements on United States
Securities and Exchange Commission Form S-8 for the registration with the said
Commission of shares of SmithKline Beecham plc Ordinary Shares and the American
depositary shares representing such Ordinary Shares issuable under any
SmithKline Beecham plc stock option and bonus investment plans and to the
registration of interests in the SmithKline Beecham Corporation Retirement
Savings Plan, and any and all amendments including post effective amendments
and supplements to the said registration statements and to file the same
together with all exhibits thereto and other documents in connection therewith
with the said Commission and further to sign any and all documents and file the
same with any authority in the United Kingdom or elsewhere requisite and
necessary in connection with the said registration and further to take any and
all action and sign and file any and all documents, statements or other papers
which may be necessary or desirable in order to effect the registration or
qualification (or exemption therefrom) of such securities for issue, offer,
sale or trade under the Blue Sky or other securities laws of any of the States
of the United States of America and in connection therewith the execute,
acknowledge, verify, deliver, file and cause to be published applications,
reports, consents to service of process, appointments of attorneys to receive
service of process and other papers and instruments which may be required under
such laws, granting unto the said attorneys-in-fact and agents and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that the said attorneys-in-fact and agents or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ DONALD F. MCHENRY
---------------------------
Dated: December 5, 1996
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Donald F. Parman, William J. Mosher and William J. Shulby and
each of them (with full power to act without the others), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (including as applicable his capacity as a director and/or officer
of SmithKline Beecham plc) to sign the registration statements on United States
Securities and Exchange Commission Form S-8 for the registration with the said
Commission of shares of SmithKline Beecham plc Ordinary Shares and the American
depositary shares representing such Ordinary Shares issuable under any
SmithKline Beecham plc stock option and bonus investment plans and to the
registration of interests in the SmithKline Beecham Corporation Retirement
Savings Plan, and any and all amendments including post effective amendments
and supplements to the said registration statements and to file the same
together with all exhibits thereto and other documents in connection therewith
with the said Commission and further to sign any and all documents and file the
same with any authority in the United Kingdom or elsewhere requisite and
necessary in connection with the said registration and further to take any and
all action and sign and file any and all documents, statements or other papers
which may be necessary or desirable in order to effect the registration or
qualification (or exemption therefrom) of such securities for issue, offer,
sale or trade under the Blue Sky or other securities laws of any of the States
of the United States of America and in connection therewith the execute,
acknowledge, verify, deliver, file and cause to be published applications,
reports, consents to service of process, appointments of attorneys to receive
service of process and other papers and instruments which may be required under
such laws, granting unto the said attorneys-in-fact and agents and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that the said attorneys-in-fact and agents or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ DR. GEORGE H. POSTE
---------------------------
Dated: December 5, 1996
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Donald F. Parman, William J. Mosher and William J. Shulby and
each of them (with full power to act without the others), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (including as applicable his capacity as a director and/or officer
of SmithKline Beecham plc) to sign the registration statements on United States
Securities and Exchange Commission Form S-8 for the registration with the said
Commission of shares of SmithKline Beecham plc Ordinary Shares and the American
depositary shares representing such Ordinary Shares issuable under any
SmithKline Beecham plc stock option and bonus investment plans and to the
registration of interests in the SmithKline Beecham Corporation Retirement
Savings Plan, and any and all amendments including post effective amendments
and supplements to the said registration statements and to file the same
together with all exhibits thereto and other documents in connection therewith
with the said Commission and further to sign any and all documents and file the
same with any authority in the United Kingdom or elsewhere requisite and
necessary in connection with the said registration and further to take any and
all action and sign and file any and all documents, statements or other papers
which may be necessary or desirable in order to effect the registration or
qualification (or exemption therefrom) of such securities for issue, offer,
sale or trade under the Blue Sky or other securities laws of any of the States
of the United States of America and in connection therewith the execute,
acknowledge, verify, deliver, file and cause to be published applications,
reports, consents to service of process, appointments of attorneys to receive
service of process and other papers and instruments which may be required under
such laws, granting unto the said attorneys-in-fact and agents and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that the said attorneys-in-fact and agents or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ DR. LUCY SHAPIRO
---------------------------
Dated: December 5, 1996
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Donald F. Parman, William J. Mosher and William J. Shulby and
each of them (with full power to act without the others), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (including as applicable his capacity as a director and/or officer
of SmithKline Beecham plc) to sign the registration statements on United States
Securities and Exchange Commission Form S-8 for the registration with the said
Commission of shares of SmithKline Beecham plc Ordinary Shares and the American
depositary shares representing such Ordinary Shares issuable under any
SmithKline Beecham plc stock option and bonus investment plans and to the
registration of interests in the SmithKline Beecham Corporation Retirement
Savings Plan, and any and all amendments including post effective amendments
and supplements to the said registration statements and to file the same
together with all exhibits thereto and other documents in connection therewith
with the said Commission and further to sign any and all documents and file the
same with any authority in the United Kingdom or elsewhere requisite and
necessary in connection with the said registration and further to take any and
all action and sign and file any and all documents, statements or other papers
which may be necessary or desirable in order to effect the registration or
qualification (or exemption therefrom) of such securities for issue, offer,
sale or trade under the Blue Sky or other securities laws of any of the States
of the United States of America and in connection therewith the execute,
acknowledge, verify, deliver, file and cause to be published applications,
reports, consents to service of process, appointments of attorneys to receive
service of process and other papers and instruments which may be required under
such laws, granting unto the said attorneys-in-fact and agents and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that the said attorneys-in-fact and agents or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ SIR PETER WALTERS
---------------------------
Dated: December 5, 1996
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Donald F. Parman, William J. Mosher and William J. Shulby and
each of them (with full power to act without the others), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (including as applicable his capacity as a director and/or officer
of SmithKline Beecham plc) to sign the registration statements on United States
Securities and Exchange Commission Form S-8 for the registration with the said
Commission of shares of SmithKline Beecham plc Ordinary Shares and the American
depositary shares representing such Ordinary Shares issuable under any
SmithKline Beecham plc stock option and bonus investment plans and to the
registration of interests in the SmithKline Beecham Corporation Retirement
Savings Plan, and any and all amendments including post effective amendments
and supplements to the said registration statements and to file the same
together with all exhibits thereto and other documents in connection therewith
with the said Commission and further to sign any and all documents and file the
same with any authority in the United Kingdom or elsewhere requisite and
necessary in connection with the said registration and further to take any and
all action and sign and file any and all documents, statements or other papers
which may be necessary or desirable in order to effect the registration or
qualification (or exemption therefrom) of such securities for issue, offer,
sale or trade under the Blue Sky or other securities laws of any of the States
of the United States of America and in connection therewith the execute,
acknowledge, verify, deliver, file and cause to be published applications,
reports, consents to service of process, appointments of attorneys to receive
service of process and other papers and instruments which may be required under
such laws, granting unto the said attorneys-in-fact and agents and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that the said attorneys-in-fact and agents or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ DR. TADATAKA YAMADA
---------------------------
Dated: December 5, 1996
<PAGE> 14
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Donald F. Parman, William J. Mosher and William J. Shulby and
each of them (with full power to act without the others), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (including as applicable his capacity as a director and/or officer
of SmithKline Beecham plc) to sign the registration statements on United States
Securities and Exchange Commission Form S-8 for the registration with the said
Commission of shares of SmithKline Beecham plc Ordinary Shares and the American
depositary shares representing such Ordinary Shares issuable under any
SmithKline Beecham plc stock option and bonus investment plans and to the
registration of interests in the SmithKline Beecham Corporation Retirement
Savings Plan, and any and all amendments including post effective amendments
and supplements to the said registration statements and to file the same
together with all exhibits thereto and other documents in connection therewith
with the said Commission and further to sign any and all documents and file the
same with any authority in the United Kingdom or elsewhere requisite and
necessary in connection with the said registration and further to take any and
all action and sign and file any and all documents, statements or other papers
which may be necessary or desirable in order to effect the registration or
qualification (or exemption therefrom) of such securities for issue, offer,
sale or trade under the Blue Sky or other securities laws of any of the States
of the United States of America and in connection therewith the execute,
acknowledge, verify, deliver, file and cause to be published applications,
reports, consents to service of process, appointments of attorneys to receive
service of process and other papers and instruments which may be required under
such laws, granting unto the said attorneys-in-fact and agents and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that the said attorneys-in-fact and agents or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ JOHN A. YOUNG
---------------------------
Dated: December 5, 1996
