<PAGE>
 
                                                   REGISTRATION NO. 33-
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
 
                      SECURITIES AND EXCHANGE COMMISSION
 
                              450 5TH STREET N.W.
                            WASHINGTON, D.C. 20549
 
                               ----------------
 
                                   FORM S-8
 
                            REGISTRATION STATEMENT
 
                                     UNDER
 
                          THE SECURITIES ACT OF 1933
 
                               ----------------
 
                                  PFIZER INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
               DELAWARE                              13-5315170
     (STATE OR OTHER JURISDICTION                 (I.R.S. EMPLOYER
   OF INCORPORATION OR ORGANIZATION)             IDENTIFICATION NO.)
 
                             235 EAST 42ND STREET
                         NEW YORK, NEW YORK 10017-5755
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
 
                               ----------------
 
                 PFIZER SEIYAKU EMPLOYEE STOCK OWNERSHIP PLAN
                           (FULL TITLE OF THE PLAN)
 
                          TERENCE J. GALLAGHER, ESQ.
                                  PFIZER INC.
                             235 EAST 42ND STREET
                         NEW YORK, NEW YORK 10017-5755
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
 
                                (212) 573-2323
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
 
                               ----------------
 
                        CALCULATION OF REGISTRATION FEE
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                    PROPOSED
                                                     PROPOSED       MAXIMUM
                                       AMOUNT        MAXIMUM       AGGREGATE      AMOUNT OF
    TITLE OF SECURITIES TO BE          TO BE      OFFERING PRICE    OFFERING     REGISTRATION
           REGISTERED                REGISTERED    PER SHARE(1)     PRICE(1)         FEE
 
-------------------------------------------------------------------------------
<S>                                <C>            <C>            <C>            <C>
Common Stock, $.05 par value ...    600,000 shs.      $67.75      $40,650,000     $14,017.24
</TABLE>
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(c) based on the average of the high and low prices of
    Pfizer Inc. Common Stock for New York Stock Exchange Composite
    Transactions on March 28, 1996, as reported in The Wall Street Journal.
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>
 
                                   PART II.
 
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
 
  The Annual Report of Pfizer Inc. (the "Company") on Form 10-K for the year
ended December 31, 1995, all other reports filed thereafter by the Company
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 and
the description of the Company's common stock ("Common Stock") contained in
the Pfizer Inc. Registration Statement filed pursuant to Section 12 of the
Securities Exchange Act of 1934, and any amendment or report filed for the
purpose of updating such description, are incorporated herein by reference.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14, and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents.
 
ITEM 4. DESCRIPTION OF SECURITIES
 
  Not applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
 
  Experts: Not applicable.
 
  Counsel: The validity of the securities offered hereby has been passed upon
by Terence J. Gallagher, Esq., Vice President, Corporate Governance and
Assistant Secretary for the Company. Mr. Gallagher also beneficially owns
certain securities of the Company, including Common Stock and options to
purchase Common Stock granted under the Pfizer Inc. Stock and Incentive Plan.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
  Section 145 of the General Corporation Law of Delaware permits a corporation
to indemnify any person who is or has been a director, officer, employee or
agent of the corporation or who is or has been serving as a director, officer,
employee or agent of another corporation, organization or enterprise at the
request of the corporation, against all liability and expenses (including, but
not limited to, attorneys' fees and disbursements and amounts paid in
settlement or in satisfaction of judgments or as fines or penalties) incurred
or paid in connection with any action, suit or proceeding, whether civil,
criminal, administrative, investigative or otherwise, in which he/she may be
involved by reason of the fact that he/she serves or is serving in these
capacities, if he/she acted in good faith and in a manner he/she reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no cause to believe
his/her conduct was unlawful. In the case of a claim, action, suit or
proceeding made or brought by or in the right of the corporation to procure a
recovery or judgment in its favor, the corporation shall not indemnify such
person in respect of any claim, issue or matter as to which such person has
been adjudged to be liable to the corporation for negligence or misconduct in
the performance of his or her duty to the corporation, except for such
expenses as the Court may allow. Any such person who has been wholly
successful on the merits or otherwise with respect to any such claim, action,
suit or proceeding or with respect to any claim, issue or matter therein,
shall be indemnified as of right against all expenses in connection therewith
or resulting therefrom.
 
  Pursuant to Article V, Section 1 of its By-Laws, the Registrant shall
indemnify directors and officers to the fullest extent permitted by applicable
law as it presently exists or may hereinafter be amended. The Company is
insured against actions taken pursuant to its By-Laws and the directors and
officers are insured directly at the Company's expense against such
liabilities for which indemnification is not made. The Company has entered
into agreements with its directors and certain of its officers requiring the
Company to indemnify such persons to the fullest extent permitted by the
Company's By-Laws.
 
                                     II-1
<PAGE>
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
 
  Not Applicable
 
ITEM 8. EXHIBITS
 
EXHIBIT
 
 4     Pfizer Seiyaku Employee Stock Ownership Plan.
 5     Opinion of Counsel re legality.
23(a)  Consent of Counsel is included within Exhibit 5.
23(b)  Consent of KPMG Peat Marwick LLP, independent certified public
       accountants.
 
ITEM 9. UNDERTAKINGS
 
  The Company hereby undertakes:
 
  (1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
 
    (i) To include any prospectus required by Section 10(a)(3) of the
  Securities Act of 1933;
 
    (ii) To reflect in the prospectus any facts or events arising after the
  effective date of the registration statement (or the most recent post-
  effective amendment thereof) which, individually or in the aggregate,
  represent a fundamental change in the information set forth in the
  registration statement;
 
    (iii) To include any material information with respect to the plan of
  distribution not previously disclosed in the registration statement or any
  material change to such information in the registration statement;
 
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
 
  (2) that, for purposes of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
 
  (3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
 
  (4) that, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
 
  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
 
                                     II-2
<PAGE>
 
                                  SIGNATURES
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
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 NEW YORK, STATE OF NEW YORK, ON THE 28TH DAY OF
MARCH, 1996.
 
                                      Pfizer Inc.
                                      (Registrant)
 
                                               /s/ William C. Steere, Jr.
                                      By ______________________________________
                                           William C. Steere, Jr., Chairman of
                                           the Board, Chief Executive Officer
                                              (Principal Executive Officer)
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
 
           SIGNATURE                        TITLE                    DATE
 
                                                                               
  /s/ William C. Steere, Jr.       Chairman of the Board,       March 28, 1996
-------------------------------     Chief Executive Officer,                    
    William C. Steere, Jr.          Director (Principal
                                    Executive Officer)

     /s/ David L. Shedlarz         Vice-President Finance       March 28, 1996
-------------------------------     and Chief Financial
       David L. Shedlarz            Officer (Principal
                                    Financial Officer)
 
      /s/ Herbert V. Ryan          Controller (Principal        March 28, 1996
-------------------------------     Accounting Officer)
        Herbert V. Ryan
 
                                   Director                     March   , 1996
-------------------------------
       M. Anthony Burns
 
    /s/ Grace J. Fippinger         Director                     March 28, 1996
-------------------------------
      Grace J. Fippinger
 
     /s/ George B. Harvey          Director                     March 28, 1996
-------------------------------
       George B. Harvey
 
 
                                     II-3
<PAGE>
 
           SIGNATURE                        TITLE                    DATE
 
    /s/ Constance J. Horner        Director                     March 28, 1996
-------------------------------
      Constance J. Horner
 
   /s/ Stanley O. Ikenberry        Director                     March 28, 1996
-------------------------------
     Stanley O. Ikenberry
 
    /s/ Thomas G. Labrecque        Director                     March 28, 1996
-------------------------------
      Thomas G. Labrecque
 
       /s/ James T. Lynn           Director                     March 28, 1996
-------------------------------
         James T. Lynn
 
                                   Director                     March   , 1996
-------------------------------
         Paul A. Marks
 
   /s/ Edmund T. Pratt, Jr.        Director                     March 28, 1996
-------------------------------
     Edmund T. Pratt, Jr.
 
                                   Director                     March   , 1996
-------------------------------
      Franklin D. Raines
 
     /s/ Felix G. Rohatyn          Director                     March 28, 1996
-------------------------------
       Felix G. Rohatyn
 
     /s/ Jean-Paul Valles          Director                     March 28, 1996
-------------------------------
       Jean-Paul Valles
 
 
 
                                      II-4
<PAGE>
 
                                 EXHIBIT INDEX
 
 
<TABLE>
<CAPTION>
EXHIBIT
-------
<S>        <C>
  4        Pfizer Seiyaku Employee Stock Ownership Plan
  5        Opinion of Counsel re legality
 23(a)     Consent of Counsel is included within Exhibit 5
 23(b)     Consent of KPMG Peat Marwick LLP, independent certified public accountants
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15348}]
{"company-data": {"conformed-name": "PFIZER INC", "cik": "0000078003", "assigned-sic": "2834", "irs-number": "135315170", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02061", "film-number": "96541883"}, "business-address": {"street1": "235 E 42ND ST", "city": "NEW YORK", "state": "NY", "zip": "10017", "phone": "2125732323"}, "mail-address": {"street1": "235 E 42ND ST", "city": "NEW YORK", "state": "NY", "zip": "10017"}, "former-company": {"former-conformed-name": "PFIZER CHARLES & CO INC", "date-changed": "19710908"}}
REGISTRATION NO. 33-
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
 
                      SECURITIES AND EXCHANGE COMMISSION
 
                              450 5TH STREET N.W.
                            WASHINGTON, D.C. 20549
 
                               ----------------
 
                                   FORM S-8
 
                            REGISTRATION STATEMENT
 
                                     UNDER
 
                          THE SECURITIES ACT OF 1933
 
                               ----------------
 
                                  PFIZER INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
               DELAWARE                              13-5315170
     (STATE OR OTHER JURISDICTION                 (I.R.S. EMPLOYER
   OF INCORPORATION OR ORGANIZATION)             IDENTIFICATION NO.)
 
                             235 EAST 42ND STREET
                         NEW YORK, NEW YORK 10017-5755
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
 
                               ----------------
 
                 PFIZER SEIYAKU EMPLOYEE STOCK OWNERSHIP PLAN
                           (FULL TITLE OF THE PLAN)
 
                          TERENCE J. GALLAGHER, ESQ.
                                  PFIZER INC.
                             235 EAST 42ND STREET
                         NEW YORK, NEW YORK 10017-5755
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
 
                                (212) 573-2323
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
 
                               ----------------
 
                        CALCULATION OF REGISTRATION FEE
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
PROPOSED
                                                     PROPOSED       MAXIMUM
                                       AMOUNT        MAXIMUM       AGGREGATE      AMOUNT OF
    TITLE OF SECURITIES TO BE          TO BE      OFFERING PRICE    OFFERING     REGISTRATION
           REGISTERED                REGISTERED    PER SHARE(1)     PRICE(1)         FEE
 
-------------------------------------------------------------------------------
Common Stock, $.05 par value ...    600,000 shs.      $67.75      $40,650,000     $14,017.24
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(c) based on the average of the high and low prices of
    Pfizer Inc. Common Stock for New York Stock Exchange Composite
    Transactions on March 28, 1996, as reported in The Wall Street Journal.
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
PART II.
 
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
 
  The Annual Report of Pfizer Inc. (the "Company") on Form 10-K for the year
ended December 31, 1995, all other reports filed thereafter by the Company
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 and
the description of the Company's common stock ("Common Stock") contained in
the Pfizer Inc. Registration Statement filed pursuant to Section 12 of the
Securities Exchange Act of 1934, and any amendment or report filed for the
purpose of updating such description, are incorporated herein by reference.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14, and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents.
 
ITEM 4. DESCRIPTION OF SECURITIES
 
  Not applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
 
  Experts: Not applicable.
 
  Counsel: The validity of the securities offered hereby has been passed upon
by Terence J. Gallagher, Esq., Vice President, Corporate Governance and
Assistant Secretary for the Company. Mr. Gallagher also beneficially owns
certain securities of the Company, including Common Stock and options to
purchase Common Stock granted under the Pfizer Inc. Stock and Incentive Plan.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
  Section 145 of the General Corporation Law of Delaware permits a corporation
to indemnify any person who is or has been a director, officer, employee or
agent of the corporation or who is or has been serving as a director, officer,
employee or agent of another corporation, organization or enterprise at the
request of the corporation, against all liability and expenses (including, but
not limited to, attorneys' fees and disbursements and amounts paid in
settlement or in satisfaction of judgments or as fines or penalties) incurred
or paid in connection with any action, suit or proceeding, whether civil,
criminal, administrative, investigative or otherwise, in which he/she may be
involved by reason of the fact that he/she serves or is serving in these
capacities, if he/she acted in good faith and in a manner he/she reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no cause to believe
his/her conduct was unlawful. In the case of a claim, action, suit or
proceeding made or brought by or in the right of the corporation to procure a
recovery or judgment in its favor, the corporation shall not indemnify such
person in respect of any claim, issue or matter as to which such person has
been adjudged to be liable to the corporation for negligence or misconduct in
the performance of his or her duty to the corporation, except for such
expenses as the Court may allow. Any such person who has been wholly
successful on the merits or otherwise with respect to any such claim, action,
suit or proceeding or with respect to any claim, issue or matter therein,
shall be indemnified as of right against all expenses in connection therewith
or resulting therefrom.
 
  Pursuant to Article V, Section 1 of its By-Laws, the Registrant shall
indemnify directors and officers to the fullest extent permitted by applicable
law as it presently exists or may hereinafter be amended. The Company is
insured against actions taken pursuant to its By-Laws and the directors and
officers are insured directly at the Company's expense against such
liabilities for which indemnification is not made. The Company has entered
into agreements with its directors and certain of its officers requiring the
Company to indemnify such persons to the fullest extent permitted by the
Company's By-Laws.
 
                                     II-1
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
 
  Not Applicable
 
ITEM 8. EXHIBITS
 
EXHIBIT
 
 4     Pfizer Seiyaku Employee Stock Ownership Plan.
 5     Opinion of Counsel re legality.
23(a)  Consent of Counsel is included within Exhibit 5.
23(b)  Consent of KPMG Peat Marwick LLP, independent certified public
       accountants.
 
ITEM 9. UNDERTAKINGS
 
  The Company hereby undertakes:
 
  (1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
 
    (i) To include any prospectus required by Section 10(a)(3) of the
  Securities Act of 1933;
 
    (ii) To reflect in the prospectus any facts or events arising after the
  effective date of the registration statement (or the most recent post-
  effective amendment thereof) which, individually or in the aggregate,
  represent a fundamental change in the information set forth in the
  registration statement;
 
    (iii) To include any material information with respect to the plan of
  distribution not previously disclosed in the registration statement or any
  material change to such information in the registration statement;
 
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
 
  (2) that, for purposes of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
 
  (3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
 
  (4) that, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
 
  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
 
                                     II-2
SIGNATURES
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
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 NEW YORK, STATE OF NEW YORK, ON THE 28TH DAY OF
MARCH, 1996.
 
                                      Pfizer Inc.
                                      (Registrant)
 
                                               /s/ William C. Steere, Jr.
                                      By ______________________________________
                                           William C. Steere, Jr., Chairman of
                                           the Board, Chief Executive Officer
                                              (Principal Executive Officer)
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
 
           SIGNATURE                        TITLE                    DATE
 
                                                                               
  /s/ William C. Steere, Jr.       Chairman of the Board,       March 28, 1996
-------------------------------     Chief Executive Officer,                    
    William C. Steere, Jr.          Director (Principal
                                    Executive Officer)

     /s/ David L. Shedlarz         Vice-President Finance       March 28, 1996
-------------------------------     and Chief Financial
       David L. Shedlarz            Officer (Principal
                                    Financial Officer)
 
      /s/ Herbert V. Ryan          Controller (Principal        March 28, 1996
-------------------------------     Accounting Officer)
        Herbert V. Ryan
 
                                   Director                     March   , 1996
-------------------------------
       M. Anthony Burns
 
    /s/ Grace J. Fippinger         Director                     March 28, 1996
-------------------------------
      Grace J. Fippinger
 
     /s/ George B. Harvey          Director                     March 28, 1996
-------------------------------
       George B. Harvey
 
 
                                     II-3
SIGNATURE                        TITLE                    DATE
 
    /s/ Constance J. Horner        Director                     March 28, 1996
-------------------------------
      Constance J. Horner
 
   /s/ Stanley O. Ikenberry        Director                     March 28, 1996
-------------------------------
     Stanley O. Ikenberry
 
    /s/ Thomas G. Labrecque        Director                     March 28, 1996
-------------------------------
      Thomas G. Labrecque
 
       /s/ James T. Lynn           Director                     March 28, 1996
-------------------------------
         James T. Lynn
 
                                   Director                     March   , 1996
-------------------------------
         Paul A. Marks
 
   /s/ Edmund T. Pratt, Jr.        Director                     March 28, 1996
-------------------------------
     Edmund T. Pratt, Jr.
 
                                   Director                     March   , 1996
-------------------------------
      Franklin D. Raines
 
     /s/ Felix G. Rohatyn          Director                     March 28, 1996
-------------------------------
       Felix G. Rohatyn
 
     /s/ Jean-Paul Valles          Director                     March 28, 1996
-------------------------------
       Jean-Paul Valles
 
 
 
                                      II-4
EXHIBIT INDEX
EXHIBIT
-------
4        Pfizer Seiyaku Employee Stock Ownership Plan
  5        Opinion of Counsel re legality
 23(a)     Consent of Counsel is included within Exhibit 5
 23(b)     Consent of KPMG Peat Marwick LLP, independent certified public accountants