EXHIBIT 10.2


            AUDITORS' REPORT TO THE MEMBERS OF ASTRAZENECA PLC


We have audited the accompanying consolidated group balance sheets of
AstraZeneca Plc and subsidiaries ('AstraZeneca') as of December 31, 2002 and
2001 and the related consolidated group profit and loss accounts, consolidated
group statements of total recognised gains and losses and consolidated
statements of group cash flow for each of the years in the three-year period
ended December 31, 2002. These consolidated financial statements are the
responsibility of AstraZeneca's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the aforementioned consolidated financial statements present
fairly, in all material respects, the financial position of AstraZeneca as of
December 31, 2002 and 2001, and the results of their operations and their cash
flows for each of the years in the three-year period ended December 31, 2002,
in conformity with generally accepted accounting principles in the United
Kingdom.

As more fully described in the "Basis of Consolidation and Presentation of
Finanical Information" note to the consolidated financial statements,
AstraZeneca has adopted FRS No. 19 Deferred Tax in the year ended December 31,
2002. Consequently, AstraZeneca's consolidated financial statements as of
December 31, 2001 and the two year period ended December 31, 2001 referred to
above have been restated.

Generally accepted accounting principles in the United Kingdom vary in certain
significant respects from accounting principles generally accepted in the United
States of America. Application of generally accepted accounting principles in
the United States of America would have affected results of operations for each
of the years in the three-year period ended December 31, 2002 and shareholders'
equity as of December 31, 2002 and 2001, to the extent summarised in the
"Additional Information for US Investors" section of the consolidated financial
statements on pages 113 to 122 of the consolidated financial statements. As
discussed in the "Additional Information for US Investors" section of the
consolidated financial statements, effective January 1, 2002, AstraZeneca
fully adopted the provisions of Statement of Financial Accounting Standards
("SFAS") No. 142, "Goodwill and Other Intangible Assets".



/s/  KPMG AUDIT PLC

KPMG Audit Plc
Chartered Accountants
Registered Auditor
8 Salisbury Square
London
EC4Y 8BB


January 30, 2003