8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K



                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


          Date of Report (Date of Earliest Event Reported): May 7, 2002


                         Shire Pharmaceuticals Group plc
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             (Exact name of registrant as specified in its charter)


                                England and Wales
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                 (State or other jurisdiction of incorporation)


      0-29630                                          98-0359573
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(Commission File Number)                 (IRS Employer Identification No.)

Hampshire International Business Park, Chineham, Basingstoke,
Hampshire RG24 8EP England
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(Address of principal executive offices)                             (Zip code)

Registrant's telephone number, including area code              44 1256 894 000
                                                       ------------------------



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         (Former name or former address, if changed since last report)






Item 5.  Other Events

     Shire Pharmaceuticals Group plc ("Shire") is a "foreign private issuer" as
defined in the rules of the Securities and Exchange Commission. As a foreign
private issuer, Shire is not subject to the proxy solicitation rules under the
Securities Exchange Act of 1934 (the "Exchange Act") and will not be filing a
proxy statement in respect of its forthcoming annual general shareholder's
meeting pursuant to Regulation 14A under the Exchange Act. Shire's Notice of
Annual Meeting and Form of Proxy are being filed pursuant to this report of Form
8-K.

Item 7.  Financial Statements and Exhibits

     (c) Exhibits. The following exhibits are filed herewith:


99.1     Notice of Annual General Meeting.

99.2     Form of Proxy.





                                   SIGNATURE


     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 hereunto duly authorized.

Dated: May 13, 2002                SHIRE PHARMACEUTICALS GROUP PLC



                             By:    /s/ Angus Russell
                                    -------------------------------------------
                                    Name:  Angus Russell
                                    Title:  Group Finance Director







                                 EXHIBIT INDEX


Number   Description

99.1     Notice of Annual General Meeting.

99.2     Form of Proxy.

EX-99.1

Shire Pharmaceuticals Group plc
(Registered in England and Wales with registered number 2883758)

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Shire Pharmaceuticals
Group plc (the iCompanyi) will be held at the offices of WestLB Panmure Limited
at Woolgate Exchange, 25 Basinghall Street, London EC2V 5HA on 13 June 2002 at
11am for _the purposes of considering and, if thought fit, passing the following
resolutions, of which the resolutions numbered 1 to 7 and 9 _will be proposed as
ordinary resolutions and resolutions numbered 8 and 10 as special resolutions:


Ordinary business

1    To receive and consider the report of the directors and financial
     statements for the year ended 31 December 2001.

2    That Dr James Henry Cavanaugh, retiring in accordance with the Companyis
     Articles of Association, be and is hereby _re-appointed as a director of
     the Company.

3    That Dr Barry John Price, retiring in accordance with the Companyis
     Articles of Association, be and is hereby re-appointed _as a director of
     the Company.

4    That Ronald Nordmann, retiring in accordance with the Companyis Articles of
     Association, be and is hereby re-appointed _as a director of the Company.

5    To re-appoint Arthur Andersen as Auditors and authorise the directors to
     fix their remuneration.

6    To receive the Report of the Remuneration Committee for the financial year
     ended 31 December 2001.

7    That in substitution for all existing authorities (save to the extent the
     same may have been exercised by the issue of relevant securities prior to
     13 June 2002 or by reason of any offer or agreement made prior to 13 June
     2002 which would or might require relevant securities to be allotted on or
     after 13 June 2002), the directors be and they are hereby generally and
     unconditionally authorised pursuant to Section 80 of the Companies Act 1985
     to exercise all or any of the powers of the Company to allot relevant
     securities (within the meaning of that section) up to an aggregate nominal
     amount equal to (pound)8,028,028.58 for a period expiring (unless
     previously renewed, varied or revoked by the Company in general meeting)
     five years after the date of the passing of this resolution save that the
     Company may before such expiry make an offer or agreement which would or
     might require relevant securities to be allotted after such expiry and the
     directors may allot relevant securities pursuant to any such offer or
     agreement as if the authority conferred hereby had not expired.

8    That, subject to the passing of the previous resolution, in substitution
     for all existing authorities, the directors be and they are hereby
     empowered pursuant to Section 95 of the Companies Act 1985 to allot equity
     securities (within the meaning of Section 94(2) of the Companies Act 1985)
     of the Company pursuant to the authority conferred by the passing of the
     previous resolution as if Section 89(1) of the Companies Act 1985 did not
     apply to such allotment provided that this power:

     i)   shall expire five years after the date of the passing of this
          resolution, save that the Company may make an offer or agreement which
          would or might require equity securities to be allotted after such
          expiry and the directors may allot _equity securities pursuant to any
          such offer or agreement as if the power conferred hereby had not
          expired; and

     ii)  shall be limited to:

          a)   the allotment of equity securities where such securities have
               been offered (whether by way of a rights issue, open offer or
               other pre-emptive offer) to holders of ordinary shares and to
               holders of non-voting exchangeable shares in the capital of Shire
               Acquisition Inc. (iExchangeable Sharesi) in proportion (as nearly
               as may be, and on the basis that each Exchangeable Share is
               equivalent to three ordinary shares) to their existing holdings,
               or to holders of ordinary shares alone in proportion (as nearly
               as may be) to their existing holdings of ordinary shares, but
               subject in each case to the directors having a right to make such
               exclusions or other arrangements in connection with such
               offerings as they may deem necessary or expedient:

               1)   to deal with equity securities representing fractional
                    entitlements;

               2)   to deal with ordinary shares represented by depository
                    receipts; and

               3)   to deal with legal or practical problems under the laws of,
                    or requirements of any recognised regulatory body or any
                    stock exchange in, any territory; and

          b)   allotments of equity securities for cash otherwise than pursuant
               to paragraph (a) up to an aggregate nominal amount _of
               (pound)1,204,543.71.





Special business

9    That the directors be and are hereby authorised to amend the rules of the
     Shire Pharmaceuticals Group plc Employee Stock Purchase Plan (iESPPi) in
     the manner set out in the copy of the rules of the ESPP submitted to the
     Meeting and signed by the Chairman for identification purposes with
     immediate effect.

10   That the directors be and they are hereby generally and unconditionally
     authorised to make market purchases (within the meaning of section 163(3)
     of the Companies Act 1985) of not more than 48,259,763 ordinary shares of
     5p each in its share capital at not less than 5p per share and not more
     than 5% above the average of the middle market quotations for the ordinary
     shares in the Company taken from the London Stock Exchange Daily Official
     List for the five business days immediately preceding the day on which such
     shares are contracted to be purchased (in each case exclusive of any
     expenses) provided that the authority hereby conferred shall expire at the
     conclusion of the next Annual General Meeting of the Company to be held
     after the date hereof (except that the Company may make a contract to
     purchase its own shares under the authority hereby conferred prior to the
     expiry of such authority, which will or may be executed wholly or partly
     after the expiry of such authority and may make a purchase of its own
     shares in pursuance of any such contract).

By Order of the Board

Tatjana May Secretary
Hampshire International Business Park
Chineham, Basingstoke, Hampshire RG24 8EP

23 April 2002


Notes

1    A member entitled to attend and vote at the Meeting may appoint one or more
     proxies to attend and, on a poll, vote instead of him/her. A proxy need not
     also be a member. The appointment of a proxy will not preclude a member of
     the Company from attending and voting in person at the Meeting if he or she
     so desires.

2    A form of proxy is enclosed for holders of ordinary shares in the Company.
     To be valid the form of proxy (and the power of attorney or other
     authority, if any, under which it is signed or a notarially certified copy
     of such authority) must reach the Registrar, Lloyds TSB Registrars at The
     Causeway, Worthing, West Sussex BN99 6ZL, not later than 11am on 11 June
     2002 (or 48 hours before any adjournment of the Meeting). A separate
     instruction card for holders of American Depository Receipts of the Company
     to give instructions to the depository for the American Depository Receipts
     is being provided to such holders.

3    The Company, pursuant to Regulation 41 of the Uncertificated Securities
     Regulations 2001, specifies that only those shareholders registered in the
     register of members of the Company as at 6pm on 11 June 2002 (or, in the
     case of adjournment, as at 6pm on the date two days preceding the date of
     the adjourned Meeting) shall be entitled to attend and vote at the Meeting
     in respect of the number of shares registered in their name at the time.
     Changes to entries on the register after such time will be disregarded in
     determining the right of any person to attend and/or vote at the Meeting.

4    Copies of the service contracts of the directors, the register of
     directorsi share interests, the Shire Pharmaceuticals Group plc Employee
     Stock Purchase Plan and of the Companyis Memorandum and Articles of
     Association will be available for inspection at the Companyis registered
     office at Hampshire International Business Park, Chineham, Basingstoke,
     Hampshire RG24 8EP during normal business hours on any week day (excluding
     Saturdays, Sundays and public holidays) from the date of this notice until
     the date of the Annual General Meeting and at the Meeting from 10.45am
     until the close of the Meeting.





Business of the Annual General Meeting

The purpose of each of the resolutions proposed at the Annual General Meeting is
as follows:


Resolution 1  Annual Report and financial statements

The first item of business is the requirement for shareholders to receive the
report and the financial statements for the financial year which ended on 31
December 2001.


Resolutions 2, 3 and 4  Retirement and re-appointment of directors

In accordance with the Companyis Articles of Association, Dr James Henry
Cavanaugh, Dr Barry John Price and Ronald Nordmann are required to retire and,
pursuant to Resolutions 2, 3 and 4 respectively, offer themselves for
re-appointment. Dr Cavanaugh is _non-executive Chairman of the Company and
serves on the Audit and Remuneration Committees and is Chairman of the
Nominations Committee. Dr Barry Price is the senior non-executive director of
the Company, Chairman of the Remuneration Committee and _a member of the Audit
Committee. Ronald Nordmann is a non-executive director and serves as a member of
the Audit and Nominations Committees.

Resolution 5  Re-appointment of Auditors

This resolution proposes the re-appointment of Arthur Andersen as Auditors to
the Company and authorises the directors to fix their remuneration.

Resolution 6  Remuneration report

This resolution is to approve the policy set out in the report of the Companyis
Remuneration Committee in the Companyis report and financial statements for the
financial year which ended on 31 December 2001. The vote will be advisory and in
respect of the overall policy and not specific to individual levels of
remuneration.


Resolution 7  Authority to allot shares

This resolution gives authority to the directors, for a period of five years
from the date of the passing of the resolution, to allot _relevant securities
within the limits of the authorised share capital up to a nominal amount of
(pound)8,028,028.58, being the equivalent of _331/3 per cent of the total share
capital of the Company in issue on 13 February 2002. This authority replaces a
similar authority granted at the Annual General Meeting held on 7 July 2000. The
directors have no present intention of exercising this authority.


Resolution 8  Disapplication of pre-emption rights

This resolution is conditional on Resolution 7 having been passed and will be
proposed as a special resolution. It authorises the directors, for a period of
five years from the date of the passing of the resolution, to allot equity
securities for cash by way of rights free of the statutory pre-emption
provisions. The allotment of equity securities for cash other than by way of a
pro rata issue shall _be up to a nominal amount of (pound)1,204,543.71, being
the equivalent of 5 per cent of the issued ordinary share capital in issue on 31
December 2001. This authority replaces a similar authority granted at the Annual
General Meeting held on 7 July 2000, except that the new authority extends to
allotments of equity securities to holders of Exchangeable Shares (as defined in
Resolution 8), which (pursuant to arrangements made at the time of the Companyis
merger with Biochem Pharma Inc.) carry rights economically equivalent to the
rights attached to the Companyis ordinary shares.


Resolution 9  Employee Stock Purchase Plan

The Shire Pharmaceuticals Group plc Employee Stock Purchase Plan (the iESPPi)
provides employees with an opportunity to purchase ordinary shares of the
Company through accumulated payroll deductions. Currently employees whose
customary employment is at least 20 hours per week are eligible to participate
in the ESPP.

European Directive 97/81/EC (the iDirectivei) was issued on 15 December 1997.
The Directive is a framework agreement which includes the requirement to remove
discrimination against part-time workers. The Directive generally provides that
a part-time employee cannot be treated in a less favourable manner than a
comparable full-time employee in relation to conditions of employment.

As the Company has extended the ESPP to employees in certain European countries
to which the Directive will apply, the Company proposes to amend the rules of
the ESPP to allow all full and part-time employees to be eligible to participate
in the ESPP.

A copy of the rules with the proposed amendment shown will be available for
inspection during normal business hours at the Companyis registered office and
at the Meeting from 10.45am until the close of the Meeting.


Resolution 10  Authority to make market purchases

This resolution is intended to confer authority on the directors to make market
purchases of shares within a 10% limit, and in accordance with Article 39 of the
Companyis Articles of Association. The authority will give the Company
flexibility in managing its balance sheet. The Board has no immediate intention
of exercising this authority. Moreover, purchases will only be made if they
would result in an expected increase in earnings per share, will take into
account other available investment opportunities and will be in the best
interests of shareholders generally. Any shares purchased in accordance with
this authority will subsequently be cancelled.

Options were outstanding as at 28 March 2002 to subscribe for a total number of
19,173,236 ordinary shares, or 4.0% of the Companyis issued share capital. If
the authority to purchase shares is ever used in full, the proportion of issued
share capital represented by this figure would be 4.4%.











Biographical details of directors standing for re-appointment

The following information sets forth the name and age of each director standing
for re-appointment, all other positions or offices, if any, now held by him with
the Company and his principal occupation during the past five years.

Dr James Cavanaugh, 65, joined the Board on 24 March 1997 and was appointed as
non-executive Chairman with effect from _11 May 1999. Dr Cavanaugh is the
President of HealthCare Ventures LLC. Formerly he was President of SmithKline &
French Laboratories, the US pharmaceutical division of SmithKline Beecham
Corporation. Prior to that, he was President of SmithKline Beecham Corporationis
clinical laboratory business and, before that, President of Allergan
International. Prior to his industry experience, Dr Cavanaugh served as Deputy
Assistant to the President of the US for Health Affairs on the White House staff
in Washington, DC. He is a non-executive director of MedImmune Inc., Diversa
Corporation, 3-Dimensional Pharmaceuticals Inc. and Versicor Inc. Dr Cavanaugh
also serves on the Companyis Audit and Remuneration Committees.

Dr Barry Price, 58, joined the Board on 24 January 1996 having spent 28 years
with Glaxo holding a succession of key executive positions with Glaxo Group
Research. He is Chairman of Antisoma plc and also Biowisdom Ltd. He is also on
the board of directors _of Pharmgene plc. Dr Price is Chairman of the
Remuneration Committee and a member of the Audit Committee. He is also the
Companyis senior non-executive director.

Ronald Nordmann, 60, has served as a non-executive director since December 1999,
and has been a financial analyst in healthcare equities since 1971. From
September 1994 to January 2000 he was an analyst and partner at Deerfield
Management. He has held senior positions with PaineWebber, Oppenheimer & Co., F.
Eberstadt & Co., and Warner-Chilcott Laboratories, a division of Warner-Lambert.
Mr Nordmann received his undergraduate degree from The Johns Hopkins University
and an MBA from Fairleigh Dickinson University. Mr Nordmann is also a director
of Guilford Pharmaceuticals Inc., Boron, LePore & Associates Inc. and
Pharmaceutical Resources Inc. Mr Nordmann serves as a member of the Companyis
Audit and Nominations Committees.

EX-99.2

Shire Pharmaceuticals Group plc
Annual General Meeting 2002

Form of proxy

Please read the Notice of the Annual General Meeting and the notes overleaf
before completing this form.

     I/We, being a member/members of Shire Pharmaceuticals Group plc, hereby
     appoint the Chairman of the Meeting, or* as my/our proxy and on a poll to
     vote for me/us and on my/our behalf at the Annual General Meeting of the
     Company to be held on 13 June 2002 at 11am and at any adjournment thereof.


     Please indicate your vote by marking the boxes in black ink.

     Resolutions                                     For    Against     Abstain



   1  To receive and consider the directors' report
      and financial statements for
      the year ended 31 December 2001.

   2  To re-appoint Dr James Henry Cavanaugh as a
      director.

   3  To re-appoint Dr Barry John Price as a director.

   4  To re-appoint Ronald Nordmann as a director.

   5  To re-appoint Arthur Andersen as Auditors and
      authorise the directors to fix their
      remuneration.

   6  To receive the Report of the Remuneration
      Committee.

   7  To authorise the allotment of shares (Section
      80 Companies Act 1985).

   8  To authorise a limited disapplication of
      pre-emption rights (Section 89 Companies
      Act 1985).

   9  To amend the Employee Stock Purchase Plan.

   10 To authorise market purchases.

   SIGN HERE TO MAKE YOUR VOTE VALID



   Signature(s)                                      Date


   In the case of joint holders, the signature of any one holder is sufficient.

   *If you wish to appoint someone other than the Chairman as your proxy, please
   delete the words "the Chairman of the Meeting or" and insert the name of your
   proxy _in the space provided. A proxy must attend the Meeting in person to
   represent you. A proxy need not be a shareholder.

To be valid this form must be received by the Company's Registrar no later than
48 hours before the Meeting commences.







Shire Pharmaceuticals Group plc
Annual General Meeting 2002


The Annual General Meeting is being held at 11am on Thursday 13 June 2002 at _
WestLB Panmure, Woolgate Exchange, 25 Basinghall Street, London EC2V 5HA.


(MAPS)

Woolgate Exchange_
How to find us


WestLB Panmure, Woolgate Exchange,
25 Basinghall Street, London EC2V 5HA

Telephone +44 (0)20 7020 4000

Nearest stations:
Moorgate: Circle, Northern, Hammersmith
and City, Metropolitan lines; mainline rail
(three minutes' walk)

Bank: Central, Northern, Waterloo and City;
Docklands Light Railway (four minutes' walk)

Liverpool Street: Central, Circle,
Hammersmith and City, Metropolitan lines;
mainline rail (six minutes' walk)







                       Please detach here and bring to AGM



Attendance card

If you are attending the Annual General Meeting please bring this card with you,
duly signed, and hand it in at the shareholder registration desk on arrival.







Signature
           ---------------------------------------------------------------------

Capacity attending (please tick appropriate box)

For own shareholding

As proxy*



*A proxy may vote on a poll, but not on a show of hands.


Lloyds TSB Registrars
The Causeway
Worthing
West Sussex
BN99 6ZL
ENGLAND


Notes

1    Please indicate by placing a single mark in the appropriate space how you
     wish your votes to be cast in respect of each of the resolutions referred
     to overleaf. If this form is duly signed and returned, but without any
     specific direction as to how you wish your votes to be cast, your proxy may
     vote or abstain, at his/her discretion. On any other business (including a
     motion to adjourn the meeting or to amend any of the resolutions) the proxy
     may vote at his/her discretion.

2    In the case of joint shareholders, the vote of the first named in the
     register of members of the Company who tenders a vote, whether in person or
     by proxy, shall be accepted to the exclusion of the votes of the other
     joint holders.

3    This form must be executed by the shareholder(s) or their attorney duly
     authorised in writing. In the case of a shareholder which is a corporate
     body, this form must be executed either under its common seal, by the
     signatures of a director and its secretary or of two directors or under the
     hand of an officer or attorney duly authorised in writing on its behalf.

4    Pursuant to Regulation 41 of the Uncertificated Securities Regulations
     2001, the time by which a person must be entered on the register _ of
     members of the Company in order to have the right to attend or vote at the
     Annual General Meeting is 6pm on 11 June 2002. If the _ Annual General
     Meeting is adjourned, the time by which a person must be entered on the
     register of members of the Company in order to have the right to attend or
     vote at the adjourned meeting is 6pm on the date two days preceding the
     date fixed for the adjourned meeting. Changes to entries on the register of
     members of the Company after 6pm on 11 June 2002 will be disregarded in
     determining the rights of any person to attend or vote at the Meeting.

5    To be valid, this form must be completed, signed and deposited at, or
     returned by post to, the office of the Company's registrars, Lloyds TSB
     Registrars, The Causeway, Worthing, West Sussex BN99 6ZL, England, United
     Kingdom not less than 48 hours before the time appointed for _the Meeting.





Please note that shareholders returning this form of proxy by post from outside
the United Kingdom should affix a stamp.