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<SEC-DOCUMENT>0000914121-03-000441.txt : 20030416
<SEC-HEADER>0000914121-03-000441.hdr.sgml : 20030416
<ACCEPTANCE-DATETIME>20030416165450
ACCESSION NUMBER:		0000914121-03-000441
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20030416
ITEM INFORMATION:		Acquisition or disposition of assets
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20030416

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PFIZER INC
		CENTRAL INDEX KEY:			0000078003
		STANDARD INDUSTRIAL CLASSIFICATION:	PHARMACEUTICAL PREPARATIONS [2834]
		IRS NUMBER:				135315170
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-03619
		FILM NUMBER:		03652959

	BUSINESS ADDRESS:	
		STREET 1:		235 E 42ND ST
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017
		BUSINESS PHONE:		2125732323

	MAIL ADDRESS:	
		STREET 1:		235 E 42ND ST
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PFIZER CHARLES & CO INC
		DATE OF NAME CHANGE:	19710908
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>pharmacia-merger_8k.txt
<DESCRIPTION>CURRENT REPORT
<TEXT>
                       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:
                                  April 16, 2003

                        Date of earliest event reported:
                                 April 16, 2003



                                  PFIZER INC.
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)



             Delaware                    001-03619              13-5315170
- --------------------------------------------------------------------------------
   (State or other jurisdiction       (Commission File       (I.R.S. Employer
        of incorporation)                 Number)          Identification No.)



        235 East 42nd Street, New York, New York                  10017
- --------------------------------------------------------------------------------
        (Address of principal executive offices)                (Zip Code)



               Registrant's telephone number, including area code
                                 (212) 573-2323



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




<PAGE>





Item 2. and Item 5.  Acquisition or Disposition of Assets
                     ------------------------------------

On April 16, 2003, Pfizer Inc. ("Pfizer") issued a press release announcing that
it had completed its merger with Pharmacia Corporation ("Pharmacia") and that
Pfizer and Pharmacia had combined operations.

Under the Agreement and Plan of Merger dated as of July 13, 2002 (the "Merger
Agreement") among Pfizer, Pharmacia and Pilsner Acquisition Sub Corp., a
wholly-owned subsidiary of Pfizer ("Merger Sub"), on closing of the merger,
Merger Sub was merged with and into Pharmacia. Pharmacia survived the merger as
a wholly owned subsidiary of Pfizer.

Under the Merger Agreement, as a result of the merger, each share of Pharmacia
common stock, par value $2.00 per share, issued and outstanding, other than
shares owned or directly or indirectly held by Pfizer or directly or indirectly
by Pharmacia, was converted into the right to receive 1.4 shares of Pfizer
common stock, par value $0.05 per share. In addition, each share of Pharmacia
Series C convertible perpetual preferred stock, par value $0.01 per share, was
converted into one share of Pfizer Series A convertible perpetual preferred
stock, no par value, having the same conversion and other rights and privileges
as the Pharmacia Series C convertible perpetual preferred stock.

Pfizer and Pharmacia mailed a definitive joint proxy statement/prospectus dated
October 21, 2002 (the "Joint Proxy Statement/Prospectus") to Pfizer and
Pharmacia shareholders on October 25, 2002. The Joint Proxy Statement/Prospectus
provides certain information about the merger, Pfizer, Pharmacia and Merger Sub,
including, but not limited to, the nature of Pfizer's and Pharmacia's business,
the principles used in determining the conversion ratio, the nature of any
interests of Pfizer's and Pharmacia's officers and directors in the merger, and
Pfizer's intended use of the assets acquired in the merger. Chapters One and Two
of the Joint Proxy Statement/Prospectus, and the Merger Agreement, which is an
Annex to the Joint Proxy Statement/Prospectus, are incorporated by reference.

Attached and also incorporated by reference is a copy of Pfizer's press release
dated April 16, 2003 announcing the completion of the merger with Pharmacia.

<PAGE>

Item 7.  Financial Statements and Exhibits.
         ----------------------------------

          (a)  Financial statements of business acquired

          (1)  The historical consolidated financial statements of Pharmacia
               Corporation, including Pharmacia's consolidated balance sheet at
               December 31, 2002 and 2001, the consolidated statements of
               earnings, shareholders' equity and comprehensive income and cash
               flows for each of the three years in the period ended December
               31, 2002 which are included in Pharmacia's 2002 Annual Report on
               Form 10-K are incorporated by reference.

          (b)  Pro forma financial information

          (2)  The pro forma financial information has not been filed on this
               initial report on Form 8-K. Instead, the pro forma financial
               information will be filed by amendment on or before June 30,
               2003.


<PAGE>



(c) Exhibits


Exhibit                                   Description
- -------                                   -----------

2           Agreement and Plan of Merger dated as of July 13, 2002, among
            Pilsner Acquisition Sub Corp., Pfizer Inc., and Pharmacia
            Corporation is incorporated by reference from Annex A of our
            Joint Proxy Statement/Prospectus dated October 21, 2002, which
            was first mailed to Pfizer and Pharmacia shareholders on October
            25, 2002. The Joint Proxy/Statement Prospectus is part of our
            Registration Statement on Form S-4 (File No. 333-98105) that was
            declared effective on October 21, 2002.

20          Chapters 1 and 2 of our Joint Proxy Statement/Prospectus dated
            October 21, 2002, which was first mailed to Pfizer and Pharmacia
            shareholders on October 25, 2002, are incorporated by reference. The
            Joint Proxy Statement/Prospectus is part of our Registration
            Statement on Form S-4 (File No. 333-98105) that was declared
            effective on October 21, 2002.

23(i)       Consent of PricewaterhouseCoopers LLP, independent accountants.

23(ii)      Consent of Deloitte & Touche LLP, independent auditors.

99          Press Release of Pfizer Inc. dated April 16, 2003 announcing the
            completion of the merger with Pharmacia.

99          The historical consolidated financial statements of Pharmacia
            Corporation, including Pharmacia's consolidated balance sheet at
            December 31, 2002 and 2001, the consolidated statements of earnings,
            shareholders' equity and comprehensive income and cash flows for
            each of the three years in the period ended December 31, 2002 are
            incorporated by reference from Pharmacia's 2002 Annual Report on
            Form 10-K (File No. 001-02516) that was filed on March 25, 2003.



<PAGE>






                                    SIGNATURE

Under the requirements of the Securities Exchange Act of 1934, the registrant
has caused this report to be signed on its behalf by the authorized undersigned.



                                         PFIZER INC.
                                         ---------------------------------
                                         (Registrant)



Date: April 16, 2003                      /s/ MARGARET M. FORAN
                                         ---------------------------------
                                         Name:  Margaret M. Foran
                                         Title: Vice President - Corporate
                                                Governance and Secretary


<PAGE>



                                  EXHIBIT INDEX
                                  -------------

Exhibit                                   Description
- -------                                   -----------
2           Agreement and Plan of Merger dated as of July 13, 2002, among
            Pilsner Acquisition Sub Corp., Pfizer Inc., and Pharmacia
            Corporation is incorporated by reference from Annex A of our
            Joint Proxy Statement/Prospectus dated October 21, 2002, which
            was first mailed to Pfizer and Pharmacia shareholders on October
            25, 2002. The Joint Proxy/Statement Prospectus is part of our
            Registration Statement on Form S-4 (File No. 333-98105) that was
            declared effective on October 21, 2002.

20          Chapters 1 and 2 of our Joint Proxy Statement/Prospectus dated
            October 21, 2002, which was first mailed to Pfizer and Pharmacia
            shareholders on October 25, 2002, are incorporated by reference. The
            Joint Proxy Statement/Prospectus is part of our Registration
            Statement on Form S-4 (File No. 333-98105) that was declared
            effective on October 21, 2002.

23(i)       Consent of PricewaterhouseCoopers LLP, independent accountants.

23(ii)      Consent of Deloitte & Touche LLP, independent auditors.

99          Press Release of Pfizer Inc. dated April 16, 2003 announcing the
            completion of the merger with Pharmacia.

99          The historical consolidated financial statements of Pharmacia
            Corporation, including Pharmacia's consolidated balance sheet at
            December 31, 2002 and 2001, the consolidated statements of
            earnings, shareholders' equity and comprehensive income and cash
            flows for each of the three years in the period ended December
            31, 2002 are incorporated by reference from Pharmacia's 2002
            Annual Report on Form 10-K (File No. 001-02516) that was filed on
            March 25, 2003.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>3
<FILENAME>pharmacia-merger_exh23.txt
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPER LLP
<TEXT>


                                                                   EXHIBIT 23(i)


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Registration
Statements on Form S-3 (Nos. 33-49629, 333-48382, 333-100853, and 33-56435),
Form S-4 (Nos. 33-57709 and 333-90975) and Form S-8 (Nos. 2-87473, 33-34139,
33-38708, 33-44053, 33-56979, 33-49631, 33-53713, 33-55771, 33-02061, 333-36371,
333-50899, 333-76839, 333-39606, 333-39610, 333-59660, 333-59654 and 333-90975)
of Pfizer Inc. of our report dated March 3, 2003 relating to the financial
statements of Pharmacia Corporation which appears in Pharmacia Corporation's
annual report on Form 10-K for the year ended December 31, 2002.



PricewaterhouseCoopers LLP


Florham Park, New Jersey
April 16, 2003



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>pharmacia-merger_exh23ii.txt
<DESCRIPTION>CONSENT OF DELOITTE & TOUCHE LLP
<TEXT>


                                                                  EXHIBIT 23(ii)


                          INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in Pharmacia's Form 10-K for the
year ended December 31, 2002 which is incorporated by reference in this Current
Report on Form 8-K under the Securities Exchange Act of 1934 of Pfizer Inc.
dated April 16, 2003, of our report dated November 1, 2002 (November 15, 2002 as
to Note 24) on the consolidated financial statements of Monsanto Company and
subsidiaries as of August 13, 2002 and for the period from January 1, 2002 to
August 13, 2002; and of our report dated February 5, 2002 (which report
expresses an unqualified opinion and includes an explanatory paragraph relating
to the adoption of Staff Accounting Bulletin No. 101, Revenue Recognition in
Financial Statements, in 2000), on the consolidated financial statements of
Monsanto Company and subsidiaries as of December 31, 2001 and for each of the
two years in the period ended December 31, 2001 insofar as such reports relate
to the consolidated financial statements of Monsanto Company and subsidiaries as
of August 13, 2002 and for the period from January 1, 2002 to August 13, 2002,
and as of December 31, 2001 and for each of the two years in the period ended
December 31, 2001 and the incorporation by reference in Pharmacia's Form 10-K
for the year ended December 31, 2002 which is incorporated by reference in
Pfizer Inc.'s Registration Statements on Form S-8 (Nos. 2-87473, 33-34139,
33-38708, 33-44053, 33-49631, 33-53713, 33-55771, 33-56979, 33-02061, 333-36371,
333-50899, 333-76839, 333-90975, 333-39606, 333-39610, 333-59660 and 333-59654),
on Form S-3 (Nos. 33-49629, 33-56435, 333-48382, 333-100853 and 33-56435), and
on Form S-4 (Nos. 33-57709 and 333-90975) under the Securities Act of 1933.


Deloitte & Touche LLP
St. Louis, Missouri
April 16, 2003





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>pharmacia-merger_exh99.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
                                                                      EXHIBIT 99

For immediate release:                            Contact:    Andy McCormick
April 16, 2003                                                212-573-1226




        PFIZER AND PHARMACIA COMBINE OPERATIONS, CREATING WORLD'S LARGEST
                      RESEARCH-BASED PHARMACEUTICAL COMPANY
                                      ----
   COMPANY TO DRIVE TOP-LINE GROWTH THROUGH INNOVATIVE NEW PRODUCTS, IMPROVED
   R&D PRODUCTIVITY, AND LEADERSHIP POSITION IN ALL MAJOR REGIONS OF THE WORLD

                                      ----
   PFIZER TO PLACE STRONG EMPHASIS ON PARTNERSHIPS WITH GOVERNMENTS AND HEALTH
                                 CARE PROVIDERS
                    TO EXPAND PATIENT ACCESS TO NEW MEDICINES
                                      ----
   COMBINED COMPANY EXPECTS MORE THAN 1 BILLION PRESCRIPTIONS OF ITS MEDICINES
    TO BE WRITTEN ANNUALLY; R&D INVESTMENT TO LEAD THE INDUSTRY; DONATIONS OF
         CASH AND MEDICINES TO PATIENTS IN NEED EXCEEDS $2 MILLION A DAY

NEW YORK, April 16 - Pfizer Inc and Pharmacia Corporation combined operations
today, bringing together two of the world's fastest-growing and most innovative
companies. The new Pfizer is the world's leading research-based pharmaceutical
company.

The combination expands Pfizer's global pharmaceutical leadership, broadens its
product base, and bolsters its research and development capacity. In addition to
pharmaceuticals, Pharmacia enlarges Pfizer's portfolio of leading consumer
healthcare brands and establishes its animal health business as number one in
the world.

"Today we go forward as a single company, providing more products to help more
patients than any other pharmaceutical company has ever done before," said
Pfizer Chairman and Chief Executive Officer Hank McKinnell. "On any given day,
we estimate that nearly 40 million people around the world are treated with a
Pfizer medicine. Our new company is the global leader in discovering, developing
and delivering innovative medicines and healthcare solutions essential to
improving global public health and addressing unmet medical needs."

Trading of the combined company began today on the New York Stock Exchange
(NYSE:PFE). By market capitalization, Pfizer is now the world's third largest
company.

           COMBINED PRODUCT PORTFOLIO FEATURES 14 THERAPEUTIC LEADERS;
            SALES FORCE IS "DISTINCT ADVANTAGE" FOR SUSTAINING GROWTH

Pfizer's portfolio of innovative medicines spans diseases as diverse as cancer,
epilepsy, depression, and high blood pressure, and includes 14 medicines that
are number one in their therapeutic category.

"With Pharmacia, we are bringing together two strong and complementary product
portfolios that combined will give us unprecedented therapeutic reach. Further,
our increased resources, in terms of science as well as sales and marketing
expertise, will allow us to enhance the value of that portfolio for the good of
all of our stakeholders, particularly healthcare professionals and patients,"
said Karen Katen, executive vice president and president of Pfizer's global
pharmaceutical business.

"The depth and experience of the Pfizer sales force is a distinct competitive
advantage for sustaining growth, and we'll use that to increase the already
strong positions of Pharmacia in oncology, endocrinology and ophthalmology. Our
united sales force will also be positioned to grow the COX-2 portfolio of
Bextra, Celebrex and parecoxib (Dynastat) around the world."

In an environment of increased global interdependency, the need to improve
global healthcare has never been greater, Katen said. For example, more than 12
million people worldwide die each year from heart disease and stroke; an
estimated 375 million people worldwide suffer from some form of arthritis, and
glaucoma affects an estimated 66 million people worldwide.

"Our cholesterol-lowering medicine, Lipitor, is a perfect example of the
challenge and opportunity we face. Today, it benefits 28 million patients. But
there are an estimated 150 million people worldwide who still are underdiagnosed
or undertreated for high cholesterol. It is incumbent upon us to reach these
people, and to make all of our therapies and treatments available to people in
need in every community.

"Overall, it's a matter of responding to unmet medical needs. Patients want and
need the healthcare information, the services and the medicines that will enable
them to live longer, healthier lives. And that is exactly what we at Pfizer can
deliver," Katen said.

While Pfizer has 10 medicines with individual sales of over $1 billion in 2002,
meeting unmet medical needs requires also investing in products that serve
smaller, but underserved patient populations. One example is Vfend, a new
treatment for rare but very serious invasive fungal infections. Pfizer is also
partnering with Serono Inc. to offer a new multiple sclerosis treatment, Rebif,
to patients with multiple sclerosis. Rebif was discovered and developed by
Serono.


                 EXPANDED GLOBAL LEADERSHIP FOR PHARMACEUTICALS,
                       CONSUMER PRODUCTS AND ANIMAL HEALTH

Pfizer will be the human pharmaceutical leader in all major geographic
markets: the United States, Canada, Europe, Latin America, Africa, the Middle
East and Japan.

"We are positioned to expand our global leadership on all fronts. We will
continue to train and develop the leading sales force in the industry; this will
facilitate the expanded product rollouts in important markets such as Japan,
where three major Pharmacia products - Detrol, Celebrex and Inspra - await
regulatory approval. We are developing new partnerships with governments, policy
makers and healthcare organizations in Europe to highlight the importance of
healthy aging, and we are actively seeking productive partnerships with
forward-looking healthcare institutions around the world," Katen said.

Pfizer Consumer Health will be among the largest global consumer healthcare
businesses, with a portfolio spanning oral care, tobacco dependence, upper
respiratory conditions (including allergy and sinusitis), hair growth, digestive
health, eye care and skin/first-aid care. Among the many well-known brands are
Listerine, Nicorette/Nicotrol, Benadryl, Sudafed and Rogaine.

Pfizer Animal Health (PAH) is the world's leading discoverer and marketer of
products to prevent and treat diseases in livestock and companion animals. PAH's
Revolution/Stronghold is the first and only topical medicine that protects both
cats and dogs against fleas and heartworm through simple, once-a-month
administration. Pharmacia's Excenel/Naxcel is an anti-infective for respiratory
disease and infections in livestock and companion animals.

           PFIZER R&D TO APPLY NEW TECHNOLOGIES, FOCUS ON PRODUCTIVITY

Pfizer's Global Research and Development (PGRD) is the largest privately funded
biomedical organization in the world. PGRD has over 200 projects in the
development pipeline, including over 100 distinct new molecular entities and
more than 100 projects to evaluate new indications or delivery systems for
currently marketed medicines. Pfizer expects to submit 20 new major medicines
for regulatory approval over a five-year interval through 2006. Pfizer is
currently developing new drugs for the treatment of atherosclerosis, diabetes,
osteoporosis, breast cancer, neuropathic pain, epilepsy, anxiety disorders,
Parkinson's Disease, and nicotine withdrawal, among many other areas of unmet
medical need.

Pfizer will also have over 400 projects in its discovery pipeline and is
building the largest distinct library of chemical compounds in the industry.
This worldwide organization is now poised to sustain Pfizer's future growth well
into the next decade.

"Our industry is entering a period of momentous change and opportunity, an era
when the sequencing of the human genome combined with new technologies holds
great promises for developing new medicines," said Peter B. Corr, senior vice
president of science and technology. "The integration of Pharmacia will enhance
our ability to turn scientific advances into products that both extend lives and
also improve the quality of life for patients worldwide. Only a small percentage
of compounds ever become a new medicine and our goal is to improve that
percentage through the targeted applications of new technologies, both in
discovery and early clinical development, as well as utilizing disciplined
resource allocation."

Dr. Corr said Pfizer is using a variety of new tools to better predict the
success of early-stage clinical compounds. These tools include biomarkers and
imaging approaches in humans that permit clinicians to evaluate much earlier if
a new investigational medicine is producing the expected response prior to
proceeding with larger, more expensive clinical trials.

       SUBSTANTIAL FINANCIAL STRENGTH, SIGNIFICANT COST SAVINGS, INCREASED
                             OPERATIONAL FLEXIBILITY

"As we move to rapidly integrate Pharmacia into our operations, we will be in a
position to capture the revenue and expense synergies between the two companies,
focus our assets and efforts intensively on our core businesses, and continue to
fund long-term R&D at a rate that will sustain our leadership far into the
future," said David Shedlarz, executive vice president and chief financial
officer. Pfizer expects to achieve merger-related cost savings of $2.5 billion
in 2005. In addition, Pfizer recently completed the sale of three non-core
businesses, Tetra, Adams and Schick, for a total of approximately $5.4 billion
in cash.

"Importantly, the combined company will be much less dependent on any individual
product, therapeutic category or market, which will substantially increase
operating flexibility. We will continue to have a solid financial position: our
strong operating cash flow and well-managed balance sheet have earned Pfizer
triple-A credit ratings from both Standard & Poors and Moody's. Only seven
industrial companies in the world have such ratings, and Pfizer has had them for
17 years. The combined company has the people, products, pipeline, scale and
financial flexibility to extend, and sustain, our leadership."

Since the announcement of the acquisition in July 2002, hundreds of colleagues
from Pfizer and Pharmacia have worked intensively to develop an outstanding new
organization. "Consolidating two global companies with great histories will not
be easy, nor will it be painless, and it will affect colleagues and facilities
from both organizations. Throughout the integration period, we're committed to
communicating quickly, clearly and openly to colleagues and shareholders alike.
Longer term, we will be in an even better position to grow, which will benefit
all our stakeholders," Shedlarz said.

                            EXPANDING PATIENT ACCESS

A global challenge to improving public health is expanding access to medicines,
particularly for low-income patients and those in need in the developing world.
"Pfizer is committed to addressing this challenge with the same level of
ingenuity and focus that we bring to discovering and developing medicines,"
McKinnell said. "The only way to be successful is to partner with governments,
non-governmental organizations and other companies to seek innovative solutions.
That is why, for example, we strongly support a Medicare prescription drug
benefit in the United States. That is also why we are working with the state of
Florida to demonstrate that the integrated management of health care for those
most in need results in better medical outcomes and overall cost reductions in
healthcare."

In 2002, Pfizer patient-access programs served 1.5 million people in the United
States, and Pfizer donated more than $520 million in medicines to assist
low-income, uninsured patients worldwide. Through all of its philanthropic
efforts, Pfizer and the Pfizer Foundation donate more than $2 million in cash
and medicines every working day to provide medicine, medical care and community
service to people who need help.

Pfizer's patient-access programs will be expanded to include the medications
that have been marketed by Pharmacia. In the interim, Pfizer will continue to
operate Pharmacia's patient-access programs without change. (For more specific
information, see the separate "Patient Access" statement.)

Dr. McKinnell concluded, "I commend the cooperation and professionalism of
everyone at both Pfizer and Pharmacia who have worked very hard over the past 10
months. Our transition planning has gone smoothly, with a continued focus on
maintaining business performance. Today we are prepared to move forward as a
unified organization. By doing so, I am confident that we are making a major
advance in our commitment to do more good, for more people, than any other
company on the planet."

                                  # # # # #

DISCLOSURE NOTICE: The information contained in this document is as of April 16,
2003. The Company assumes no obligation to update any forward-looking statements
contained in this document as a result of new information or future events or
developments.

This document contains forward-looking information about the Company's financial
results and estimates, business prospects and products in research that involve
substantial risks and uncertainties. You can identify these statements by the
fact that they use words such as "anticipate," "estimate," "expect," "project,"
"intend," "plan" "believe," and other words and terms of similar meaning in
connection with any discussion of future operating or financial performance.
Among the factors that could cause actual results to differ materially are the
following: the success of research and development activities and the speed with
which regulatory authorizations, pricing approvals and product launches may be
achieved; competitive developments affecting our current growth products; the
ability to successfully market both new and existing products domestically and
internationally; difficulties or delays in manufacturing; trade buying patterns;
ability to meet generic and branded competition after the loss of patent
protection for our products; trends toward managed care and health care cost
containment; possible U.S. legislation affecting, among other things,
pharmaceutical pricing and reimbursement, including Medicaid and Medicare;
legislation or regulations in markets outside the U.S. affecting product
pricing, reimbursement or access; contingencies related to actual or alleged
environmental contamination; legal defense costs, insurance expense, settlement
costs and the risk of an adverse decision related to product liability, patent
protection and other lawsuits; the Company's ability to protect its patents and
other intellectual property both domestically and internationally; interest rate
and foreign currency exchange rate fluctuations; governmental laws and
regulations affecting domestic and foreign operations, including tax
obligations; changes in generally accepted accounting principles; any changes in
business, political and economic conditions due to the threat of future
terrorist activity in the U. S. and other parts of the world, and related U. S.
military action overseas; growth in costs and expenses; changes in our product
mix; and the impact of acquisitions, divestitures, restructurings, product
withdrawals and other unusual items, including our ability to integrate and to
obtain the anticipated results and synergies from our acquisition of Pharmacia.
A further list and description of these risks, uncertainties and other matters
can be found in the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2002, and in its periodic reports on Forms 10-Q and 8-K (if
any).




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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