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Exhibit 23.2

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

              We consent to the reference to our firm under the caption "Experts" and to the use of our report dated May 21, 2004 (except for Note 14 as to which the date is May 27, 2004) in the Registration Statement (Form S-1) and related Prospectus of Theravance, Inc. for the registration of shares of its common stock.

/s/  ERNST & YOUNG LLP

Palo Alto, California
June 9, 2004

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Exhibit 23.2

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm