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                              22-1598912
   (State or other jurisdiction of        (I.R.S. Employer Identification
    incorporation or organization)                    Number)

                               201 Tabor Road
                          Morris Plains, NJ  07950
                               (201) 540-2000

  (Address, including zip code, of Registrant's principal executive office)

                           Warner-Lambert Company
                           Savings and Stock Plan
                          (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
<PAGE>
<PAGE>

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

Common Stock, $.01 par     8,000,000     $65.97   $527,760,000  $146,717.28  
value per share(b)
  

(a)  Pursuant to Rule 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 of the high and low prices of the
     Common Stock reported on the New York Stock Exchange Composite Tape on
     May 10, 1999.
(b)  Includes Preferred Share Purchase Rights which, prior to the occurrence
     of certain events will not be exercisable or evidenced separately from
     the Common Stock.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

=============================================================================





























<PAGE>
<PAGE>

         The contents of the Registration Statement on Form S-8 filed by
Warner-Lambert Company (the "Company" or the "Registrant") (File
No. 33-49244) in June, 1992 with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), is hereby incorporated by reference in this
Registration Statement.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 8. Exhibits

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

23.1                Consent of PricewaterhouseCoopers LLP

24                  Power  of Attorney  (included  as  part of  the  signature
                    pages hereof)

 Item 9. Undertakings

     In addition to the undertakings furnished under the S-8 filed under file
number  33-49244  (incorporated  by  reference),  the  undersigned  Registrant 
hereby undertakes  to submit, or has already submitted, the plan and any 
amendment thereto to the Internal Revenue Service (the "IRS")in a timely 
manner and has made or will make all changes required by the IRS in order to 
qualify the plan.






















<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


                               POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS, that each of  the undersigned directors
and  officers of Warner-Lambert  Company (the  "Company") in  their respective
capacities set  forth below constitutes  and appoints Lodewijk  J.R. de  Vink,
Raymond M. Fino,  Ernest J. Larini  and Gregory L.  Johnson and each of  them,
his or  her true and lawful  attorneys-in-fact and agents, with  full power of
substitution  and resubstitution, for him or her and in his or her name, place
and  stead, in  any  and  all capacities,    to sign  any  and all  amendments
(including  post-effective amendments)  and  supplements to  this Registration
Statement, and  to  file  the  same,  with all  exhibits  thereto,  and  other
documents  in   connection  therewith,   with  the  Securities   and  Exchange
Commission,  granting unto  said attorneys-in-fact  and  agents, and  each  of
them, full power and authority to  do and perform each and every act and thing
requisite and  necessary to be done, as  fully to all intents  and purposes as
he  or she might  or could do  in person, hereby ratifying  and confirming all
that   said  attorneys-in-fact  and  agents,  or  either  of  them,  or  their
substitutes, may lawfully do or cause to be done by virtue hereof.

     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.







<PAGE>
<PAGE>

           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







<PAGE>
<PAGE>

             Pursuant to the  requirements of the Securities Act of  1933, the
trustees  (or other  persons who  administer the  employee benefit  plan) have
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 the 17th day of May, 1999.

                                           Savings and Stock Plan of  
                                           Warner-Lambert Company

                                               /s/ Ernest J. Larini
                                           By:_______________________
                                           Name: Ernest J. Larini
                                           Title: Chief Financial Officer and
                                                  Executive Vice President,
                                                  Administration



































<PAGE>
<PAGE>

                               INDEX TO EXHIBITS


Exhibit
Number           Description
-------          -----------
23.1             Consent of PricewaterhouseCoopers LLP
24               Power  of Attorney  (included  as  part of  the  signature
                 pages hereof)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 10636}]
{"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": "333-78645", "film-number": "99628339"}, "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                              22-1598912
   (State or other jurisdiction of        (I.R.S. Employer Identification
    incorporation or organization)                    Number)

                               201 Tabor Road
                          Morris Plains, NJ  07950
                               (201) 540-2000

  (Address, including zip code, of Registrant's principal executive office)

                           Warner-Lambert Company
                           Savings and Stock Plan
                          (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
Proposed    Proposed
                                        Maximum      Maximum
                            Amount to   Offering    Aggregate     Amount of
  Title of Securities to       be      Price Per    Offering    Registration
      be Registered        Registered   Share(a)    Price (a)      Fee (a)
 ------------------------  ----------  ---------    ---------   ------------

Common Stock, $.01 par     8,000,000     $65.97   $527,760,000  $146,717.28  
value per share(b)
  

(a)  Pursuant to Rule 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 of the high and low prices of the
     Common Stock reported on the New York Stock Exchange Composite Tape on
     May 10, 1999.
(b)  Includes Preferred Share Purchase Rights which, prior to the occurrence
     of certain events will not be exercisable or evidenced separately from
     the Common Stock.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

=============================================================================
The contents of the Registration Statement on Form S-8 filed by
Warner-Lambert Company (the "Company" or the "Registrant") (File
No. 33-49244) in June, 1992 with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), is hereby incorporated by reference in this
Registration Statement.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

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

23.1                Consent of PricewaterhouseCoopers LLP

24                  Power  of Attorney  (included  as  part of  the  signature
                    pages hereof)

 Item 9. Undertakings

     In addition to the undertakings furnished under the S-8 filed under file
number  33-49244  (incorporated  by  reference),  the  undersigned  Registrant 
hereby undertakes  to submit, or has already submitted, the plan and any 
amendment thereto to the Internal Revenue Service (the "IRS")in a timely 
manner and has made or will make all changes required by the IRS in order to 
qualify the plan.
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

                               POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS, that each of  the undersigned directors
and  officers of Warner-Lambert  Company (the  "Company") in  their respective
capacities set  forth below constitutes  and appoints Lodewijk  J.R. de  Vink,
Raymond M. Fino,  Ernest J. Larini  and Gregory L.  Johnson and each of  them,
his or  her true and lawful  attorneys-in-fact and agents, with  full power of
substitution  and resubstitution, for him or her and in his or her name, place
and  stead, in  any  and  all capacities,    to sign  any  and all  amendments
(including  post-effective amendments)  and  supplements to  this Registration
Statement, and  to  file  the  same,  with all  exhibits  thereto,  and  other
documents  in   connection  therewith,   with  the  Securities   and  Exchange
Commission,  granting unto  said attorneys-in-fact  and  agents, and  each  of
them, full power and authority to  do and perform each and every act and thing
requisite and  necessary to be done, as  fully to all intents  and purposes as
he  or she might  or could do  in person, hereby ratifying  and confirming all
that   said  attorneys-in-fact  and  agents,  or  either  of  them,  or  their
substitutes, may lawfully do or cause to be done by virtue hereof.

     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
Pursuant to the  requirements of the Securities Act of  1933, the
trustees  (or other  persons who  administer the  employee benefit  plan) have
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 the 17th day of May, 1999.

                                           Savings and Stock Plan of  
                                           Warner-Lambert Company

                                               /s/ Ernest J. Larini
                                           By:_______________________
                                           Name: Ernest J. Larini
                                           Title: Chief Financial Officer and
                                                  Executive Vice President,
                                                  Administration
INDEX TO EXHIBITS

Exhibit
Number           Description
-------          -----------
23.1             Consent of PricewaterhouseCoopers LLP
24               Power  of Attorney  (included  as  part of  the  signature
                 pages hereof)