As filed with the Securities and Exchange Commission on May 17, 1999

                             Registration No. 333-
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   FORM S-8 
                              REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933


                            WARNER-LAMBERT COMPANY
            (Exact name of Registrant as specified in its charter)

               Delaware                              13-3998945
   (State or other jurisdiction of        (I.R.S. Employer Identification
    incorporation or organization)                    Number)

                           Warner-Lambert Company
                               201 Tabor Road
                           Morris Plains, NJ 07950
  (Address, including zip code, of Registrant's principal executive office)

            AGOURON PHARMACEUTICALS, INC.  1985 STOCK OPTION PLAN
            AGOURON PHARMACEUTICALS, INC. 1990 STOCK OPTION PLAN
            AGOURON PHARMACEUTICALS, INC. 1996 STOCK OPTION PLAN
        AGOURON PHARMACEUTICALS, INC. 1998 EMPLOYEE STOCK OPTION PLAN
                     ALANEX CORPORATION 1993 STOCK PLAN
                ALANEX CORPORATION 1996 EQUITY INCENTIVE PLAN
            INDIVIDUAL ALANEX CORPORATION STOCK OPTION AGREEMENTS
                          (Full title of the Plan)
                          Gregory L. Johnson, Esq.
                     Vice President and General Counsel
                           Warner-Lambert Company
                               201 Tabor Road
                           Morris Plains, NJ 07950
                               (201) 540-2000
  (Name, address, including zip code, and telephone number, including area
                  code, of Registrant's agent for service)

                                 Copies to:
                            James M. Cotter, Esq.
                         Simpson Thacher & Bartlett
                            425 Lexington Avenue
                        New York, New York 10017-3954
                               (212) 455-2000
<PAGE>
<PAGE>

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

   Title of Securities to be      Amount to be      Proposed         Proposed        Amount of
          Registered               Registered        Maximum          Maximum       Registration
                                                 Offering Price      Aggregate          Fee
                                                   Per Share      Offering Price
   -------------------------     -------------   --------------   --------------    -------------
 <S>                             <C>              <C>             <C>               <C>
Common Stock, $0.01 par value   7,600,000(b)     $65.97(c)      $501,372,000(c)      $139,381.42 (c)
per share(a)  . . . . . . . .
</TABLE>


(a)  Includes Preferred Share Purchase Rights which, prior to the occurrence
     of certain events will not be exercisable or evidenced separately from
     the Common Stock.
(b)  Represents 64,859 shares of Common Stock Issuable under the Agouron
     Pharmaceuticals, Inc. 1985 Stock Option Plan; 3,793,578 shares of Common
     Stock issuable under the Agouron Pharmaceuticals, Inc. 1990 Stock Option
     Plan; 2,300,423 shares of Common Stock issuable under the Agouron
     Pharmaceuticals, Inc. 1996 Stock Option Plan; 1,327,769 shares of Common
     Stock issuable under the Agouron Pharmaceuticals, Inc. 1998 Employee
     Stock Option Plan; 50,863 shares of Common Stock Issuable under the
     Alanex Corporation 1993 Stock Plan; 38,956 shares of Common Stock
     issuable under the Alanex Corporation 1996 Equity Incentive Plan; 
     23,552  shares of Common Stock issuable under the Alanex Corporation
     Stock Option Agreements.
(c)  Pursuant to Rules 457(h)(1) under the Securities Act of 1933, the
     proposed maximum offering price per share, the proposed maximum
     aggregate offering price and the amount of registration fee have been
     computed on the basis of the average high and low price of the Common
     Stock reported on the New York Stock Exchange on May 10, 1999.
  




<PAGE>
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3. Incorporation of Documents by Reference

     The following documents filed by the Warner-Lambert Company (the
"Company" or the "Registrant") with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are hereby incorporated  by reference in this
Registration Statement:

        (a)  The Company's Annual Report on Form 10-K for the fiscal year
             ended December 31, 1998 (file  no. 1-3608), as amended by the
             Company's 10-K/A filed on April 19, 1999.

        (b)  The Company's Quarterly Report on Form 10-Q filed on May 12, 1999.

        (c)  The Company's Proxy Statement/Prospectus, included in the
             Company's registration statement on Form S-4, as filed with the
             Commission on April 19, 1999.

        (d)  The description of the Company's capital stock contained in the
             Company's Registration Statement on file under Section 12 of
             the Exchange Act, including any amendments or reports filed for 
             the purpose of updating such description.

        (e)  The description of the Company's Preferred Share Purchase Rights
             contained in the Company's amended Registration Statement on
             Form 8-A/A dated March 27, 1997.

     All documents filed by  the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement indicating that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part
hereof from the date of filing of such documents.  Any statement contained in
a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified  or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

     Not required.


<PAGE>
<PAGE>

Item 5. Interests of Named Experts and Counsel

     Not required

Item 6. Indemnification of Directors and Officers

     Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
such corporation), by reason of the fact that such person is or was an
officer, director, employee or agent of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise.  The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided that such officer, director, employee or agent acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests, and, for criminal proceedings, had no
reasonable cause to believe his conduct was unlawful. A Delaware corporation
may indemnify officers and directors in an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to
be liable to the corporation.  Where an officer or director is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director actually and reasonably incurred.

     The Company's Certificate of Incorporation provides that the Company
shall indemnify directors and officers made party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, including appeals, to the fullest extent
permitted by the laws of the State of Delaware. Such indemnification shall
continue after an individual ceases to be an officer or director and shall
inure to the benefit of the heirs, executors and administrators of such
person.  The Company's Certificate of Incorporation also provides that a
director of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation thereof is
not permitted under the General Corporation Law of the State of Delaware as
the same exists or may hereafter be amended.


     The indemnification rights conferred by the Certificate of Incorporation
of the Company are not exclusive of any other right to which a person seeking
indemnification may otherwise be entitled.  The Company may also provide
liability insurance for the directors and officers for certain losses arising
from claims or charges made against them while acting in their capacities as
directors or officers.

<PAGE>
<PAGE>

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

     The following exhibits are filed as part of this Registration Statement:

4.1          Restated Certificate of Incorporation of the Company
             (incorporated herein by reference to Exhibit 3(a) of the
             Company's Annual Report, as amended, on Form 10-K/A, as filed on
             April 19, 1999).

4.2          Amended By-Laws of the Company (incorporated herein by reference
             to Exhibit 3(b) of the Company's Annual Report, as amended, on
             Form 10-K/A as filed on April 19, 1999).

4.3          Amended and Restated Rights Agreement, dated as of March 25,
             1997, between the Company and First Chicago Trust Company of New
             York (incorporated herein by reference to Exhibit 1 to the
             Company's amended Registration Statement on Form 8-A/A dated
             March 27, 1997). 

23.1         Consent of PricewaterhouseCoopers LLP, Florham Park, New Jersey.

23.2         Consent of PricewaterhouseCoopers LLP, San Diego, California.

24           Power of Attorney.


Item 9. Undertakings

The undersigned Registrant 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 (the "Act");

     (ii) to reflect in the prospectus any facts or events arising after the  
          effective date of this 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 this Registration Statement (except to the extent the
          information required to be included by clauses (i) or (ii) is
          contained in periodic reports filed by the Company pursuant to
          Section 13 or 15(d) of the Exchange Act that are incorporated by
          reference into this Registration Statement);


<PAGE>
<PAGE>

   (iii)  to include any material information with respect to the plan of
          distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement.

(2)  That, for the purposes of determining any liability under the Act, 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 Act, each
     filing of the Registrant's annual report pursuant to Section 13(a) or
     15(d) of the Exchange Act that is incorporated by reference in this
     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.

(5)  Insofar as indemnification for liabilities arising under the Act 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 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. 







<PAGE>
<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 Morris Plains, State of New Jersey,
on this 17th day of May, 1999.


                       WARNER-LAMBERT COMPANY
                        (Registrant)


                       By:  /s/Lodewijk J.R. de Vink
                             ---------------------------------
                            Lodewijk J.R. de Vink
                            Chairman of the Board, President and Chief
                            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 date indicated.

            Signature                         Title                 Date

/s/ Lodewijk J.R. de Vink          Chairman of the Board,       May 17, 1999
   ---------------------------     President, Chief Executive
    Lodewijk J.R. de Vink          Officer and Director
                                   (Principal Executive
                                   Officer)

/s/ Ernest J. Larini               Chief Financial Officer and  May 17, 1999
---------------------------        Executive Vice President,
    Ernest J. Larini               Administration (Principal
                                   Financial Officer)

/s/ Joseph E. Lynch                Vice President and           May 17, 1999
---------------------------        Controller (Principal
    Joseph E. Lynch                Accounting Officer)



<PAGE>
<PAGE>

/s/ Robert N. Burt                 Director                     May 17, 1999
---------------------------
    Robert N. Burt


/s/ Donald C. Clark                Director                     May 17, 1999
--------------------------    
    Donald C. Clark

/s/ John A. Georges                Director                     May 17, 1999
--------------------------
    John A. Georges

/s/ William H. Gray, III           Director                     May 17, 1999
---------------------------
    William H. Gray, III

/s/ William R. Howell              Director                     May 17, 1999
---------------------------
    William R. Howell


/s/ Dr. LaSalle D. Leffall, Jr.    Director                     May 17, 1999
---------------------------         
    Dr. LaSalle D. Leffall, Jr.


/s/ George A. Lorch                Director                     May 17, 1999
---------------------------
    George A. Lorch

/s/ Alex J. Mandl                  Director                     May 17, 1999
--------------------------- 
    Alex J. Mandl

/s/ Michael I. Sovern              Director                     May 17, 1999
---------------------------
    Michael I. Sovern





<PAGE>
<PAGE>

                               INDEX TO EXHIBITS

Exhibit                                     Description
Number 

23.1                 Consent of PricewaterhouseCoopers LLP, Florham Park, New
                     Jersey
23.2                 Consent of PricewaterhouseCoopers LLP, San Diego,
                     California
24                   Power of Attorney
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17950}]
{"company-data": {"conformed-name": "WARNER LAMBERT CO", "cik": "0000104669", "assigned-sic": "2834", "irs-number": "221598912", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78647", "film-number": "99628343"}, "business-address": {"street1": "201 TABOR RD", "city": "MORRIS PLAINS", "state": "NJ", "zip": "07950", "phone": "9735402895"}, "mail-address": {"street1": "201 TABOR ROAD", "city": "MORRIS PLAINS", "state": "NJ", "zip": "07950"}, "former-company": {"former-conformed-name": "WARNER LAMBERT PHARMACEUTICAL CO", "date-changed": "19701230"}}
As filed with the Securities and Exchange Commission on May 17, 1999

                             Registration No. 333-
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8 
                              REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                            WARNER-LAMBERT COMPANY
            (Exact name of Registrant as specified in its charter)

               Delaware                              13-3998945
   (State or other jurisdiction of        (I.R.S. Employer Identification
    incorporation or organization)                    Number)

                           Warner-Lambert Company
                               201 Tabor Road
                           Morris Plains, NJ 07950
  (Address, including zip code, of Registrant's principal executive office)

            AGOURON PHARMACEUTICALS, INC.  1985 STOCK OPTION PLAN
            AGOURON PHARMACEUTICALS, INC. 1990 STOCK OPTION PLAN
            AGOURON PHARMACEUTICALS, INC. 1996 STOCK OPTION PLAN
        AGOURON PHARMACEUTICALS, INC. 1998 EMPLOYEE STOCK OPTION PLAN
                     ALANEX CORPORATION 1993 STOCK PLAN
                ALANEX CORPORATION 1996 EQUITY INCENTIVE PLAN
            INDIVIDUAL ALANEX CORPORATION STOCK OPTION AGREEMENTS
                          (Full title of the Plan)
                          Gregory L. Johnson, Esq.
                     Vice President and General Counsel
                           Warner-Lambert Company
                               201 Tabor Road
                           Morris Plains, NJ 07950
                               (201) 540-2000
  (Name, address, including zip code, and telephone number, including area
                  code, of Registrant's agent for service)

                                 Copies to:
                            James M. Cotter, Esq.
                         Simpson Thacher & Bartlett
                            425 Lexington Avenue
                        New York, New York 10017-3954
                               (212) 455-2000
CALCULATION OF REGISTRATION FEE
Title of Securities to be      Amount to be      Proposed         Proposed        Amount of
          Registered               Registered        Maximum          Maximum       Registration
                                                 Offering Price      Aggregate          Fee
                                                   Per Share      Offering Price
   -------------------------     -------------   --------------   --------------    -------------
Common Stock, $0.01 par value   7,600,000(b)     $65.97(c)      $501,372,000(c)      $139,381.42 (c)
per share(a)  . . . . . . . .
(a)  Includes Preferred Share Purchase Rights which, prior to the occurrence
     of certain events will not be exercisable or evidenced separately from
     the Common Stock.
(b)  Represents 64,859 shares of Common Stock Issuable under the Agouron
     Pharmaceuticals, Inc. 1985 Stock Option Plan; 3,793,578 shares of Common
     Stock issuable under the Agouron Pharmaceuticals, Inc. 1990 Stock Option
     Plan; 2,300,423 shares of Common Stock issuable under the Agouron
     Pharmaceuticals, Inc. 1996 Stock Option Plan; 1,327,769 shares of Common
     Stock issuable under the Agouron Pharmaceuticals, Inc. 1998 Employee
     Stock Option Plan; 50,863 shares of Common Stock Issuable under the
     Alanex Corporation 1993 Stock Plan; 38,956 shares of Common Stock
     issuable under the Alanex Corporation 1996 Equity Incentive Plan; 
     23,552  shares of Common Stock issuable under the Alanex Corporation
     Stock Option Agreements.
(c)  Pursuant to Rules 457(h)(1) under the Securities Act of 1933, the
     proposed maximum offering price per share, the proposed maximum
     aggregate offering price and the amount of registration fee have been
     computed on the basis of the average high and low price of the Common
     Stock reported on the New York Stock Exchange on May 10, 1999.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3. Incorporation of Documents by Reference

     The following documents filed by the Warner-Lambert Company (the
"Company" or the "Registrant") with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are hereby incorporated  by reference in this
Registration Statement:

        (a)  The Company's Annual Report on Form 10-K for the fiscal year
             ended December 31, 1998 (file  no. 1-3608), as amended by the
             Company's 10-K/A filed on April 19, 1999.

        (b)  The Company's Quarterly Report on Form 10-Q filed on May 12, 1999.

        (c)  The Company's Proxy Statement/Prospectus, included in the
             Company's registration statement on Form S-4, as filed with the
             Commission on April 19, 1999.

        (d)  The description of the Company's capital stock contained in the
             Company's Registration Statement on file under Section 12 of
             the Exchange Act, including any amendments or reports filed for 
             the purpose of updating such description.

        (e)  The description of the Company's Preferred Share Purchase Rights
             contained in the Company's amended Registration Statement on
             Form 8-A/A dated March 27, 1997.

     All documents filed by  the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement indicating that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part
hereof from the date of filing of such documents.  Any statement contained in
a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified  or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

     Not required.
Item 5. Interests of Named Experts and Counsel

     Not required

Item 6. Indemnification of Directors and Officers

     Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
such corporation), by reason of the fact that such person is or was an
officer, director, employee or agent of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise.  The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided that such officer, director, employee or agent acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests, and, for criminal proceedings, had no
reasonable cause to believe his conduct was unlawful. A Delaware corporation
may indemnify officers and directors in an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to
be liable to the corporation.  Where an officer or director is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director actually and reasonably incurred.

     The Company's Certificate of Incorporation provides that the Company
shall indemnify directors and officers made party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, including appeals, to the fullest extent
permitted by the laws of the State of Delaware. Such indemnification shall
continue after an individual ceases to be an officer or director and shall
inure to the benefit of the heirs, executors and administrators of such
person.  The Company's Certificate of Incorporation also provides that a
director of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation thereof is
not permitted under the General Corporation Law of the State of Delaware as
the same exists or may hereafter be amended.

     The indemnification rights conferred by the Certificate of Incorporation
of the Company are not exclusive of any other right to which a person seeking
indemnification may otherwise be entitled.  The Company may also provide
liability insurance for the directors and officers for certain losses arising
from claims or charges made against them while acting in their capacities as
directors or officers.
Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

     The following exhibits are filed as part of this Registration Statement:

4.1          Restated Certificate of Incorporation of the Company
             (incorporated herein by reference to Exhibit 3(a) of the
             Company's Annual Report, as amended, on Form 10-K/A, as filed on
             April 19, 1999).

4.2          Amended By-Laws of the Company (incorporated herein by reference
             to Exhibit 3(b) of the Company's Annual Report, as amended, on
             Form 10-K/A as filed on April 19, 1999).

4.3          Amended and Restated Rights Agreement, dated as of March 25,
             1997, between the Company and First Chicago Trust Company of New
             York (incorporated herein by reference to Exhibit 1 to the
             Company's amended Registration Statement on Form 8-A/A dated
             March 27, 1997). 

23.1         Consent of PricewaterhouseCoopers LLP, Florham Park, New Jersey.

23.2         Consent of PricewaterhouseCoopers LLP, San Diego, California.

24           Power of Attorney.

Item 9. Undertakings

The undersigned Registrant 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 (the "Act");

     (ii) to reflect in the prospectus any facts or events arising after the  
          effective date of this 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 this Registration Statement (except to the extent the
          information required to be included by clauses (i) or (ii) is
          contained in periodic reports filed by the Company pursuant to
          Section 13 or 15(d) of the Exchange Act that are incorporated by
          reference into this Registration Statement);
(iii)  to include any material information with respect to the plan of
          distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement.

(2)  That, for the purposes of determining any liability under the Act, 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 Act, each
     filing of the Registrant's annual report pursuant to Section 13(a) or
     15(d) of the Exchange Act that is incorporated by reference in this
     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.

(5)  Insofar as indemnification for liabilities arising under the Act 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 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.
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 Morris Plains, State of New Jersey,
on this 17th day of May, 1999.

                       WARNER-LAMBERT COMPANY
                        (Registrant)

                       By:  /s/Lodewijk J.R. de Vink
                             ---------------------------------
                            Lodewijk J.R. de Vink
                            Chairman of the Board, President and Chief
                            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 date indicated.

            Signature                         Title                 Date

/s/ Lodewijk J.R. de Vink          Chairman of the Board,       May 17, 1999
   ---------------------------     President, Chief Executive
    Lodewijk J.R. de Vink          Officer and Director
                                   (Principal Executive
                                   Officer)

/s/ Ernest J. Larini               Chief Financial Officer and  May 17, 1999
---------------------------        Executive Vice President,
    Ernest J. Larini               Administration (Principal
                                   Financial Officer)

/s/ Joseph E. Lynch                Vice President and           May 17, 1999
---------------------------        Controller (Principal
    Joseph E. Lynch                Accounting Officer)
/s/ Robert N. Burt                 Director                     May 17, 1999
---------------------------
    Robert N. Burt

/s/ Donald C. Clark                Director                     May 17, 1999
--------------------------    
    Donald C. Clark

/s/ John A. Georges                Director                     May 17, 1999
--------------------------
    John A. Georges

/s/ William H. Gray, III           Director                     May 17, 1999
---------------------------
    William H. Gray, III

/s/ William R. Howell              Director                     May 17, 1999
---------------------------
    William R. Howell

/s/ Dr. LaSalle D. Leffall, Jr.    Director                     May 17, 1999
---------------------------         
    Dr. LaSalle D. Leffall, Jr.

/s/ George A. Lorch                Director                     May 17, 1999
---------------------------
    George A. Lorch

/s/ Alex J. Mandl                  Director                     May 17, 1999
--------------------------- 
    Alex J. Mandl

/s/ Michael I. Sovern              Director                     May 17, 1999
---------------------------
    Michael I. Sovern
INDEX TO EXHIBITS

Exhibit                                     Description
Number 

23.1                 Consent of PricewaterhouseCoopers LLP, Florham Park, New
                     Jersey
23.2                 Consent of PricewaterhouseCoopers LLP, San Diego,
                     California
24                   Power of Attorney