<PAGE> 1
  As filed with the Securities and Exchange Commission on November 2, 1995

                                                  Registration No. 33-_____





                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549

                                  FORM S-8

                           REGISTRATION STATEMENT
                                 UNDER THE
                           SECURITIES ACT OF 1933

                          Pharmacia & Upjohn, Inc.
           (Exact Name of Registrant as Specified in Its Charter)

                                  Delaware
       (State or Other Jurisdiction of Incorporation or Organization)

                                 98-0155411
                    (I.R.S. Employer Identification No.)

               Fleming Way, Crawley, Sussex RH10 2LZ, England
            (Address of Principal Executive Offices) (Zip Code)

                    Management Incentive Program of 1982
                    Management Incentive Program of 1987
                    Management Incentive Program of 1992
                           (Full Title of Plans)

                              Kenneth M. Cyrus
                           Fleming Way, Crawley, 
                          Sussex RH10 2LZ England
                  (Name and Address of Agent For Service)

                           011 (44-123) 953-1133
        Telephone Number, Including Area Code, of Agent For Service.

                      CALCULATION OF REGISTRATION FEE

 Title of                         Proposed     Proposed     
Securities                        Offering     Aggregate
  to be          Amount to be     Price Per    Offering         Amount of
Registered        Registered      Share(1)     Price(1)     Registration Fee

Common Stock,
par value
$.01 per share    15,757,512       $11.70     $184,362,890     $63,573.41

      (1)   The price  shown is the pro  forma book value per  share of the
Common Stock  on June 30, 1995,  in accordance with Rule  457(h)(i), and is
being utilized solely for the purpose of calculating the registration fee.









<PAGE>
<PAGE> 2

                                   PART I

                   INFORMATION REQUIRED IN THE PROSPECTUS


Item 1.     Plan Information

            Effective as of November 2, 1995, Pharmacia & Upjohn, Inc. (the
"Company") assumed the outstanding stock options (the "Upjohn Options"), of
The  Upjohn Company  ("Upjohn") issued  pursuant to  the Upjohn  Management
Incentive  Program  of  1982  (the  "Upjohn   1982  Program"),  the  Upjohn
Management  Incentive Program of  1987 (the "Upjohn  1987 Program") and the
Upjohn Management Incentive Program of 1992 (the "Upjohn 1992 Program", and
together  with the Upjohn  1982 Program and  1987 Program, the "Programs").
Each outstanding Upjohn Option issued under the Programs has been converted
into an option (each a  "Company Option") to purchase the number  of shares
of Common Stock,  par value $.01  per share, of  the Company (the  "Company
Common Stock") as shall  be equal to the number of shares  of Upjohn Common
Stock, par value $1 per share, which  could have been purchased immediately
prior to November 2, 1995 (the effective time of the merger  of Pharmacia &
Upjohn Subsidiary, Inc. and Upjohn) under such Upjohn Option, multiplied by
1.45, and  at an option exercise  price per share, of  Company Common Stock
equal  to the  per share  option exercise  price specified  in  such Upjohn
Option, divided by 1.45.   All references in the Programs to Upjohn are, as
a result  of such assumption,  deemed to refer  to the Company.   All other
information  required  by Part  I  to be  contained  in  the Section  10(a)
prospectus is omitted from  this Registration Statement in accordance  with
Rule  428 under  the Securities  Act of  1933, as amended  (the "Securities
Act") and the "Note" to Part I of Form S-8.

Item 2.     Registrant  Information  and  Employee  Plan Annual
            Information

            Any documents  which  the Company  has  agreed to  provide  are
available  by  contacting the  Company  at Fleming  Way,  Crawley, Fleming,
Sussex  RH10 2LZ, England  (011) (44-123) 953-1133.   All other information
required  by Part  I to  be contained  in the  Section 10(a)  prospectus is
omitted from this Registration Statement in accordance  with Rule 428 under
the Securities Act and the "Note" to Part I of Form S-8.

<PAGE>
<PAGE> 3

                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.     Incorporation of Documents by Reference.

            The documents listed on (a) through  (c) below are incorporated
herein by reference.

            (a)   Prospectus dated September  15, 1995 filed as part of the
Company's Registration Statement on Form S-4 (File No. 33-61969).

            (b)   None.

            (c)   The description of  the Company's Common Stock  contained
in  the Company's  Registration Statement  on Form  8-A (File  No. 1-11557)
filed with the Securities and Exchange Commission on October 24, 1995.

            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,
as  amended,  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 in the  Registration Statement and  to be  part thereof from  the
date of filing of such documents.

Item 4.     Description of Securities.

            Not applicable.

Item 5.     Interests of Named Experts and Counsel.

            Not Applicable.

Item 6.     Indemnification of Officers and Directors.

            Section 145 of the  Delaware General Corporation Law authorizes
a court to award, or a corporation's board of directors to grant, indemnity
to  directors and  officers  in terms  sufficiently  broad to  permit  such
indemnification  under certain  circumstances  for  liabilities  (including
reimbursement for  expenses incurred) arising  under the Securities  Act of
1933. The  Company's Certificate of  Incorporation and By-laws  provide for
indemnification of its directors,  officers, employees and other  agents to
the  maximum extent permitted by  the Delaware General  Corporation Law. In
addition,  the Company has entered into indemnification agreements with its
executive  officers and directors. The Company also intends to purchase and
maintain insurance for its officers, directors, employees or agents against
liabilities which an officer, a director, an employee or an agent may incur
in his capacity as such.

<PAGE>
<PAGE> 4


            For a period  of six years after November 2,  1995, the Company
will cause to be maintained in effect  the current directors' and officers'
liability insurance policies maintained  by Upjohn and Pharmacia Aktiebolag
("Pharmacia")  (provided that  the Company  may,  and in  the event  of the
cancellation or termination of  such policies, the Company will, substitute
therefore policies reasonably satisfactory to the indemnified parties of at
least the same  coverage containing terms and conditions which  are no less
advantageous)  with respect  to claims  arising from  facts or  events that
occurred prior to November 2, 1995.

            The Company has agreed that it will indemnify and hold harmless
each  present and  former  director and  officer  of Upjohn  or  Pharmacia,
determined as of  November 2, 1995,  against any Costs  (as defined in  the
Combination Agreement  among Pharmacia, Upjohn, the Company and Pharmacia &
Upjohn  Subsidiary,  Inc.   (the  "Combination  Agreement"))  incurred   in
connection  with  any claim,  action,  suit,  proceeding or  investigation,
whether civil, criminal, administrative or investigative, arising out of or
pertaining to  matters existing  or occurring  at or  prior to  November 2,
1995,  whether asserted or claimed prior to,  at or after November 2, 1995,
to the fullest  extent that Upjohn  or Pharmacia would have  been permitted
under  Delaware  or Swedish  law, as  the case  may  be, and  their charter
documents  (each  as  in  effect  on August  20,  1995)  to  indemnify such
indemnified parties (and the Company will also advance expenses as incurred
to  the fullest extent permitted  under applicable law,  provided that such
indemnified  party to whom expenses are advanced provides an undertaking to
repay  such advances if it  is ultimately determined  that such indemnified
party  is not entitled to indemnification); and provided, further, that any
determination  required to be made with respect  to whether an officer's or
director's  conduct complies with the standards set forth under Delaware or
Swedish law and Upjohn's or  Pharmacia's charter documents will be made  by
independent counsel selected by the Company.

            To  the  extent  the  foregoing provision  does  not  serve  to
indemnify  and  hold  harmless an  Indemnified  Party  (as  defined in  the
Combination Agreement),  for a period  of six years  after the date  of the
Combination Agreement, the Combination  Agreement provides that the Company
will,  subject to  the  terms  set  forth  in  the  Combination  Agreement,
indemnify  and  hold  harmless,  to  the  fullest  extent  permitted  under
applicable  law (and the Company will also  advance expenses as incurred to
the  fullest extent  permitted  under  applicable  law; provided  that  the
Indemnified  Party to whom expenses are advanced provides an undertaking to
repay  such advances if it  is ultimately determined  that such Indemnified
Party is not entitled  to indemnification), each Indemnified  Party against
any Costs incurred in  connection with any claim, action,  suit, proceeding
or investigation, whether civil, criminal, administrative or investigative,
arising  out of  or  pertaining to  the  transactions contemplated  by  the
Combination  Agreement; provided,  however, that  the Company  will not  be
required to indemnify any  Indemnified Party if  it is determined that  the
Indemnified  Party acted in bad faith and  not in a manner such Indemnified
Party believed to be in  or not opposed to the best interests  of Upjohn or
Pharmacia, as the case may be.

Item 7.     Exemption from Registration Claim.

            Not Applicable.

<PAGE>
<PAGE> 5

Item 8.     Exhibits.

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


Exhibit No.       Description

      3.1         Form  of  Restated Certificate  of  Incorporation  of the
                  Company (incorporated by reference to Exhibit 3(a) to the
                  Company's  Registration Statement on  Form S-4  (File No.
                  33-61969)).

      3.2         Form of by-laws of the Company (incorporated by reference
                  to Exhibit 3(b)  to the Company's  Registration Statement
                  on Form S-4 (file No. 33-61969)).

      4.1         Specimen  Common  Stock   Certificate  (incorporated   by
                  reference  to Exhibit  5  to  the Company's  Registration
                  Statement on Form 8-A (File No. 1-11557).

      4.2         The  Company  Management and  Incentive  Program of  1992
                  (incorporated by reference  to Exhibit 10(d) to  Upjohn's
                  Annual Report  on Form 10-K  for the year  ended December
                  31, 1994 (File No. 1-4147) and amendment dated August 19,
                  1995.

      4.3         Portions of the Company  Management and Incentive Program
                  of 1987 relating to the 1987 Stock Option Plan and amendment
                  dated August 19, 1995.

      4.4         Portions of the Company Management and  Incentive Program
                  of 1982 relating to the 1982 Stock Option Plan and amendment
                  dated August 19, 1995.

      5(a)        Opinion  of Sullivan & Cromwell as to the validity of the
                  Company Common Stock.

      5(b)        Opinion  of Shearman & Sterling as to the validity of the
                  Company Common Stock.

      23.1        Consent of Sullivan &  Cromwell (contained in Exhibit 5.1
                  attached hereto).

      23.2        Consent of Shearman &  Sterling (contained in Exhibit 5.2
                  attached hereto).

      23.3        Consent of Coopers and Lybrand, LLP.

      23.4        Consent of Ohrlings Coopers and Consent
                  of KPMG Bohlins AB.

      23.5        Consent of KPMG Peat Marwick LLP.

<PAGE>
<PAGE> 6

Item 9.     Undertakings

            (a)   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
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;

                  (2)   That, for the  purpose 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; and

                  (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.

            (b)   The  undersigned Registrant  hereby undertakes  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.

            (c)   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 provision,
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 Securities 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 Securities  Act  and will  be
governed by the final adjudication of such issue.

<PAGE>
<PAGE> 7

                                 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 London, England, on this 2nd day
of November, 1995.

                                          PHARMACIA & UPJOHN, INC.



                                    By:     /s/ Robert C. Salisbury     
                                          Robert C. Salisbury
                                          Chief Executive Officer


            Pursuant  to the requirements of the Securities Act of 1933, as
amended,  this  Registration Statement  has  been signed  by  the following
persons in the indicated capacities on November 2, 1995.


                Signature                       Title



           /s/ Mats Pettersson                  Chairman of the Board
               Mats Pettersson


           /s/ Robert C. Salisbury              Chief Executive Officer and
               Robert C. Salisbury              Director


           /s/ Mats Lidgard                     Chief Accounting Officer and
               Mats Lidgard                     Director


           /s/ Kenneth M. Cyrus                 Chief Financial Officer and
               Kenneth M. Cyrus                 Director


           /s/ Goran Ando                       Director
               Goran Ando

<PAGE>
<PAGE> 8


           /s/ Philip Carra                     Director
               Philip Carra


           /s/ Don W. Schmitz                   Director
               Don W. Schmitz


           /s/ Anna Rogmark                     Director
               Anna Rogmark
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17398}]
{"company-data": {"conformed-name": "PHARMACIA & UPJOHN INC", "cik": "0000949573", "assigned-sic": "2834", "irs-number": "980155411", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63903", "film-number": "95586662"}, "business-address": {"street1": "FLEMING WAY", "city": "CRAWLEY SUSSEX", "state": "X0", "zip": "00000", "phone": "6163234000"}, "mail-address": {"street1": "FLEMING WAY", "city": "CRAWLEY SUSSEX", "state": "X0", "zip": "00000"}}
1
  As filed with the Securities and Exchange Commission on November 2, 1995

                                                  Registration No. 33-_____

                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549

                                  FORM S-8

                           REGISTRATION STATEMENT
                                 UNDER THE
                           SECURITIES ACT OF 1933

                          Pharmacia & Upjohn, Inc.
           (Exact Name of Registrant as Specified in Its Charter)

                                  Delaware
       (State or Other Jurisdiction of Incorporation or Organization)

                                 98-0155411
                    (I.R.S. Employer Identification No.)

               Fleming Way, Crawley, Sussex RH10 2LZ, England
            (Address of Principal Executive Offices) (Zip Code)

                    Management Incentive Program of 1982
                    Management Incentive Program of 1987
                    Management Incentive Program of 1992
                           (Full Title of Plans)

                              Kenneth M. Cyrus
                           Fleming Way, Crawley, 
                          Sussex RH10 2LZ England
                  (Name and Address of Agent For Service)

                           011 (44-123) 953-1133
        Telephone Number, Including Area Code, of Agent For Service.

                      CALCULATION OF REGISTRATION FEE

 Title of                         Proposed     Proposed     
Securities                        Offering     Aggregate
  to be          Amount to be     Price Per    Offering         Amount of
Registered        Registered      Share(1)     Price(1)     Registration Fee

Common Stock,
par value
$.01 per share    15,757,512       $11.70     $184,362,890     $63,573.41

      (1)   The price  shown is the pro  forma book value per  share of the
Common Stock  on June 30, 1995,  in accordance with Rule  457(h)(i), and is
being utilized solely for the purpose of calculating the registration fee.
2

                                   PART I

                   INFORMATION REQUIRED IN THE PROSPECTUS

Item 1.     Plan Information

            Effective as of November 2, 1995, Pharmacia & Upjohn, Inc. (the
"Company") assumed the outstanding stock options (the "Upjohn Options"), of
The  Upjohn Company  ("Upjohn") issued  pursuant to  the Upjohn  Management
Incentive  Program  of  1982  (the  "Upjohn   1982  Program"),  the  Upjohn
Management  Incentive Program of  1987 (the "Upjohn  1987 Program") and the
Upjohn Management Incentive Program of 1992 (the "Upjohn 1992 Program", and
together  with the Upjohn  1982 Program and  1987 Program, the "Programs").
Each outstanding Upjohn Option issued under the Programs has been converted
into an option (each a  "Company Option") to purchase the number  of shares
of Common Stock,  par value $.01  per share, of  the Company (the  "Company
Common Stock") as shall  be equal to the number of shares  of Upjohn Common
Stock, par value $1 per share, which  could have been purchased immediately
prior to November 2, 1995 (the effective time of the merger  of Pharmacia &
Upjohn Subsidiary, Inc. and Upjohn) under such Upjohn Option, multiplied by
1.45, and  at an option exercise  price per share, of  Company Common Stock
equal  to the  per share  option exercise  price specified  in  such Upjohn
Option, divided by 1.45.   All references in the Programs to Upjohn are, as
a result  of such assumption,  deemed to refer  to the Company.   All other
information  required  by Part  I  to be  contained  in  the Section  10(a)
prospectus is omitted from  this Registration Statement in accordance  with
Rule  428 under  the Securities  Act of  1933, as amended  (the "Securities
Act") and the "Note" to Part I of Form S-8.

Item 2.     Registrant  Information  and  Employee  Plan Annual
            Information

            Any documents  which  the Company  has  agreed to  provide  are
available  by  contacting the  Company  at Fleming  Way,  Crawley, Fleming,
Sussex  RH10 2LZ, England  (011) (44-123) 953-1133.   All other information
required  by Part  I to  be contained  in the  Section 10(a)  prospectus is
omitted from this Registration Statement in accordance  with Rule 428 under
the Securities Act and the "Note" to Part I of Form S-8.
3

                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

            The documents listed on (a) through  (c) below are incorporated
herein by reference.

            (a)   Prospectus dated September  15, 1995 filed as part of the
Company's Registration Statement on Form S-4 (File No. 33-61969).

            (b)   None.

            (c)   The description of  the Company's Common Stock  contained
in  the Company's  Registration Statement  on Form  8-A (File  No. 1-11557)
filed with the Securities and Exchange Commission on October 24, 1995.

            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,
as  amended,  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 in the  Registration Statement and  to be  part thereof from  the
date of filing of such documents.

Item 4.     Description of Securities.

            Not applicable.

Item 5.     Interests of Named Experts and Counsel.

            Not Applicable.

Item 6.     Indemnification of Officers and Directors.

            Section 145 of the  Delaware General Corporation Law authorizes
a court to award, or a corporation's board of directors to grant, indemnity
to  directors and  officers  in terms  sufficiently  broad to  permit  such
indemnification  under certain  circumstances  for  liabilities  (including
reimbursement for  expenses incurred) arising  under the Securities  Act of
1933. The  Company's Certificate of  Incorporation and By-laws  provide for
indemnification of its directors,  officers, employees and other  agents to
the  maximum extent permitted by  the Delaware General  Corporation Law. In
addition,  the Company has entered into indemnification agreements with its
executive  officers and directors. The Company also intends to purchase and
maintain insurance for its officers, directors, employees or agents against
liabilities which an officer, a director, an employee or an agent may incur
in his capacity as such.
4

            For a period  of six years after November 2,  1995, the Company
will cause to be maintained in effect  the current directors' and officers'
liability insurance policies maintained  by Upjohn and Pharmacia Aktiebolag
("Pharmacia")  (provided that  the Company  may,  and in  the event  of the
cancellation or termination of  such policies, the Company will, substitute
therefore policies reasonably satisfactory to the indemnified parties of at
least the same  coverage containing terms and conditions which  are no less
advantageous)  with respect  to claims  arising from  facts or  events that
occurred prior to November 2, 1995.

            The Company has agreed that it will indemnify and hold harmless
each  present and  former  director and  officer  of Upjohn  or  Pharmacia,
determined as of  November 2, 1995,  against any Costs  (as defined in  the
Combination Agreement  among Pharmacia, Upjohn, the Company and Pharmacia &
Upjohn  Subsidiary,  Inc.   (the  "Combination  Agreement"))  incurred   in
connection  with  any claim,  action,  suit,  proceeding or  investigation,
whether civil, criminal, administrative or investigative, arising out of or
pertaining to  matters existing  or occurring  at or  prior to  November 2,
1995,  whether asserted or claimed prior to,  at or after November 2, 1995,
to the fullest  extent that Upjohn  or Pharmacia would have  been permitted
under  Delaware  or Swedish  law, as  the case  may  be, and  their charter
documents  (each  as  in  effect  on August  20,  1995)  to  indemnify such
indemnified parties (and the Company will also advance expenses as incurred
to  the fullest extent permitted  under applicable law,  provided that such
indemnified  party to whom expenses are advanced provides an undertaking to
repay  such advances if it  is ultimately determined  that such indemnified
party  is not entitled to indemnification); and provided, further, that any
determination  required to be made with respect  to whether an officer's or
director's  conduct complies with the standards set forth under Delaware or
Swedish law and Upjohn's or  Pharmacia's charter documents will be made  by
independent counsel selected by the Company.

            To  the  extent  the  foregoing provision  does  not  serve  to
indemnify  and  hold  harmless an  Indemnified  Party  (as  defined in  the
Combination Agreement),  for a period  of six years  after the date  of the
Combination Agreement, the Combination  Agreement provides that the Company
will,  subject to  the  terms  set  forth  in  the  Combination  Agreement,
indemnify  and  hold  harmless,  to  the  fullest  extent  permitted  under
applicable  law (and the Company will also  advance expenses as incurred to
the  fullest extent  permitted  under  applicable  law; provided  that  the
Indemnified  Party to whom expenses are advanced provides an undertaking to
repay  such advances if it  is ultimately determined  that such Indemnified
Party is not entitled  to indemnification), each Indemnified  Party against
any Costs incurred in  connection with any claim, action,  suit, proceeding
or investigation, whether civil, criminal, administrative or investigative,
arising  out of  or  pertaining to  the  transactions contemplated  by  the
Combination  Agreement; provided,  however, that  the Company  will not  be
required to indemnify any  Indemnified Party if  it is determined that  the
Indemnified  Party acted in bad faith and  not in a manner such Indemnified
Party believed to be in  or not opposed to the best interests  of Upjohn or
Pharmacia, as the case may be.

Item 7.     Exemption from Registration Claim.

            Not Applicable.
5

Item 8.     Exhibits.

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

Exhibit No.       Description

      3.1         Form  of  Restated Certificate  of  Incorporation  of the
                  Company (incorporated by reference to Exhibit 3(a) to the
                  Company's  Registration Statement on  Form S-4  (File No.
                  33-61969)).

      3.2         Form of by-laws of the Company (incorporated by reference
                  to Exhibit 3(b)  to the Company's  Registration Statement
                  on Form S-4 (file No. 33-61969)).

      4.1         Specimen  Common  Stock   Certificate  (incorporated   by
                  reference  to Exhibit  5  to  the Company's  Registration
                  Statement on Form 8-A (File No. 1-11557).

      4.2         The  Company  Management and  Incentive  Program of  1992
                  (incorporated by reference  to Exhibit 10(d) to  Upjohn's
                  Annual Report  on Form 10-K  for the year  ended December
                  31, 1994 (File No. 1-4147) and amendment dated August 19,
                  1995.

      4.3         Portions of the Company  Management and Incentive Program
                  of 1987 relating to the 1987 Stock Option Plan and amendment
                  dated August 19, 1995.

      4.4         Portions of the Company Management and  Incentive Program
                  of 1982 relating to the 1982 Stock Option Plan and amendment
                  dated August 19, 1995.

      5(a)        Opinion  of Sullivan & Cromwell as to the validity of the
                  Company Common Stock.

      5(b)        Opinion  of Shearman & Sterling as to the validity of the
                  Company Common Stock.

      23.1        Consent of Sullivan &  Cromwell (contained in Exhibit 5.1
                  attached hereto).

      23.2        Consent of Shearman &  Sterling (contained in Exhibit 5.2
                  attached hereto).

      23.3        Consent of Coopers and Lybrand, LLP.

      23.4        Consent of Ohrlings Coopers and Consent
                  of KPMG Bohlins AB.

      23.5        Consent of KPMG Peat Marwick LLP.
6

Item 9.     Undertakings

            (a)   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
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;

                  (2)   That, for the  purpose 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; and

                  (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.

            (b)   The  undersigned Registrant  hereby undertakes  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.

            (c)   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 provision,
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 Securities 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 Securities  Act  and will  be
governed by the final adjudication of such issue.
7

                                 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 London, England, on this 2nd day
of November, 1995.

                                          PHARMACIA & UPJOHN, INC.

                                    By:     /s/ Robert C. Salisbury     
                                          Robert C. Salisbury
                                          Chief Executive Officer

            Pursuant  to the requirements of the Securities Act of 1933, as
amended,  this  Registration Statement  has  been signed  by  the following
persons in the indicated capacities on November 2, 1995.

                Signature                       Title

           /s/ Mats Pettersson                  Chairman of the Board
               Mats Pettersson

           /s/ Robert C. Salisbury              Chief Executive Officer and
               Robert C. Salisbury              Director

           /s/ Mats Lidgard                     Chief Accounting Officer and
               Mats Lidgard                     Director

           /s/ Kenneth M. Cyrus                 Chief Financial Officer and
               Kenneth M. Cyrus                 Director

           /s/ Goran Ando                       Director
               Goran Ando
8

           /s/ Philip Carra                     Director
               Philip Carra

           /s/ Don W. Schmitz                   Director
               Don W. Schmitz

           /s/ Anna Rogmark                     Director
               Anna Rogmark