AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 10, 1999
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                            PHARMACIA & UPJOHN, INC.
               (Exact Name of Company as Specified in its Charter)
               DELAWARE                                  98-0155411
    (State or Other Jurisdiction of         (I.R.S. Employer Identification No.)
     Incorporation or Organization)
                                  ------------
           95 CORPORATE DRIVE                             08807-0995
        BRIDGEWATER, NEW JERSEY                           (Zip Code)
(Address of principal executive offices)

                PHARMACIA & UPJOHN, INC. LONG TERM INCENTIVE PLAN
                PHARMACIA & UPJOHN, INC. EQUITY COMPENSATION PLAN
                            (Full title of the plans)
                            RICHARD T. COLLIER, ESQ.
                    SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                            PHARMACIA & UPJOHN, INC.
                               95 CORPORATE DRIVE
                       BRIDGEWATER, NEW JERSEY 08807-0995
                     (Name and address of agent for service)
                                 (908) 901-8000
          (Telephone number, including area code, of agent for service)
                                  ------------
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                     PROPOSED MAXIMUM       PROPOSED MAXIMUM         AMOUNT OF
              TITLE OF SECURITIES                AMOUNT TO BE       OFFERING PRICE PER     AGGREGATE OFFERING     REGISTRATION FEE
                TO BE REGISTERED                REGISTERED (1)           SHARE (2)              PRICE (2)               (2)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                    <C>                    <C>                    <C>

Common Stock, $0.01 par value, together
  with attached rights to purchase Partici-
  pating Preferred Stock......................  2,000,000 shares       $50.25                 $100,500,000           $27,939.00
------------------------------------------------------------------------------------------------------------------------------------
<FN>

(1)  This  Registration  Statement  covers shares of Common Stock of Pharmacia &
     Upjohn,  Inc. and the attached rights to Purchase  Participating  Preferred
     Stock which may be offered or sold pursuant to the Pharmacia & Upjohn, Inc.
     Long Term Incentive Plan and Pharmacia & Upjohn,  Inc. Equity  Compensation
     Plan.  900,000  shares are being  registered  pursuant  to the  Pharmacia &
     Upjohn,  Inc.  Long Term  Incentive  Plan and  1,100,000  shares  are being
     registered  pursuant to the Pharmacia & Upjohn,  Inc.  Equity  Compensation
     Plan.  Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended
     (the  "Securities  Act"),  this  Registration  Statement  also  covers such
     additional  shares as may  hereinafter  be  offered  or  issued to  prevent
     dilution resulting from stock splits, stock dividends, recapitalizations or
     certain other capital adjustments.

(2)  Estimated  pursuant  to  Paragraphs  (c)  and  (h) of Rule  457  under  the
     Securities Act, solely for the purpose of calculating the registration fee,
     based  upon the  average  of the high and low  sales  prices  of  shares of
     Pharmacia & Upjohn,  Inc. Common Stock on September 9, 1999, as reported on
     the New York Stock Exchange, Inc.
</FN>
</TABLE>
================================================================================

<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         All information required by Part I to be contained in the prospectus is
omitted from this  Registration  Statement in accordance with Rule 428 under the
Securities Act of 1933.




                                      I-1

<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENTS

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents  filed with the United States  Securities  and
Exchange  Commission  (the  "Commission")  by  Pharmacia  &  Upjohn,  Inc.  (the
"Company") (File No. 1-11557)  pursuant to the Securities  Exchange Act of 1934,
as amended (the "Exchange  Act"),  are hereby  incorporated by reference in this
Form S-8 Registration  Statement (the "Registration  Statement") and made a part
hereof:

1.   The Company's  Annual  Report on Form 10-K for the year ended  December 31,
     1998;

2.   The Company's  Quarterly  Reports on Form 10-Q for the quarters ended March
     31, 1999 and June 30, 1999;

3.   The Company's  Current  Reports on Form 8-K, as filed on July 1, 1999, July
     30, 1999, August 17, 1999 and September 8, 1999;

4.   The Company's  Long Term Incentive  Plan,  attached as exhibit 10(g) to the
     Company's Annual Report on Form 10-K for the year ended December 31, 1995;

5.   The Company's  Equity  Compensation  Plan,  attached as exhibit 99.1 to the
     Company's Registration Statement on Form S-8 filed on March 22, 1999;

6.   The description of the Common Stock contained in the Company's Registration
     Statement on Form 8-A dated October 24, 1995; and

7.   The description of the Stockholder  Protection Rights Agreement dated as of
     March 4, 1997,  between the Company and First  Chicago Trust Company of New
     York,  and the related  right to purchase  Participating  Preferred  Stock,
     contained in the Company's  Registration  Statement on Form 8-A dated March
     5, 1997.

         All  documents  and reports  filed by the  Company  pursuant to Section
13(a),  13(c),  14 or  15(d)  of  the  Exchange  Act  after  the  date  of  this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold  shall  be  deemed  to  be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents or reports. 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 other  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 shall not be deemed to
constitute a part of the  Registration  Statement  except as so modified and any
statement  so  superseded  shall  not be  deemed  to  constitute  a part of this
Registration Statement.

Independent Accountants

         The  financial  statements of Pharmacia & Upjohn  incorporated  in this
Registration  Statement by reference  to Pharmacia & Upjohn's  Annual  Report on
Form 10-K for the year ended  December 31, 1998,  have been so  incorporated  in
reliance on the report of  PricewaterhouseCoopers  LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.  With
respect to the unaudited  financial  information of Pharmacia & Upjohn, Inc. for
the  three-month  and  six-month  periods ended March 31, 1999 and June 30, 1999
incorporated by reference in this Registration Statement,

                                      II-1


<PAGE>

PricewaterhouseCoopers LLP reported that they have applied limited procedures in
accordance  with  professional  standards  for a  review  of  such  information.
However,  their  separate  reports  dated  April  27,  1999 and  July  23,  1999
incorporated by reference  herein states that they did not audit and they do not
express an opinion on the  unaudited  financial  information.  Accordingly,  the
degree of reliance on their reports on such information  should be restricted in
light   of   the   limited   nature   of   the   review   procedures    applied.
PricewaterhouseCoopers LLP is not subject to the liability provisions of Section
11 of the  Securities  Act of 1933 for their reports on the unaudited  financial
information  because  those  reports  are  not a  "report"  or a  "part"  of the
registration  statement  prepared or  certified  by  PricewaterhouseCoopers  LLP
within the meaning of Sections 7 and 11 of the Act.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         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.  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 has also purchased and maintained 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable

ITEM 8.  EXHIBITS.

EXHIBIT NUMBERS               EXHIBIT

4.1            Restated Certificate of Incorporation of Pharmacia & Upjohn, Inc.
               (incorporated  by reference to Exhibit 4.1 of Pharmacia & Upjohn,
               Inc.'s Registration Statement on Form S-8 filed May 3, 1996).

4.2            Amended  Bylaws of  Pharmacia  & Upjohn,  Inc.  (incorporated  by
               reference  to Exhibit  (3)(ii)  of  Pharmacia  & Upjohn's  Annual
               Report on Form 10-K for the fiscal year ended December 31, 1998).

5.1            Opinion of Sullivan & Cromwell.

15             Awareness  Letter  from   PricewaterhouseCoopers  LLP  concerning
               unaudited interim financial information.

23.1           Consent of PricewaterhouseCoopers LLP.

                                      II-2

<PAGE>

23.2           Consent of Sullivan & Cromwell (included as part of Exhibit 5.1).

24             Power of Attorney (included as part of the signature page).

99.1           Pharmacia & Upjohn,  Inc. Long Term Incentive Plan  (incorporated
               by reference to Exhibit 10(g) to Pharmacia & Upjohn,  Inc.'s Form
               10-K for the year ended December 31, 1997).

99.2           Pharmacia & Upjohn,  Inc. Equity  Compensation Plan (incorporated
               by reference to Exhibit  99.1 to the  Pharmacia & Upjohn,  Inc.'s
               Registration Statement on Form S-8 filed on March 22, 1999).

99.3           Amendment of Pharmacia & Upjohn,  Inc. Long Term Incentive  Plan,
               dated August 27, 1999.

99.4           Amendment of Pharmacia & Upjohn,  Inc. Equity  Compensation Plan,
               dated August 27, 1999.

ITEM 9.  UNDERTAKINGS.

         The undersigned 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;

               (ii) To reflect in the  prospectus  any  facts or events  arising
                    after the effective date of the  Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement.

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

               provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) of
               this  section  do not  apply if the  information  required  to be
               included in a post-effective  amendment by those subparagraphs is
               contained  in periodic  reports  filed with or  furnished  to the
               Commission by the Company pursuant to Section 13 or Section 15(d)
               of the  Exchange  Act that are  incorporated  by reference in the
               Registration Statement.

         (2)   That,  for the purpose of  determining  any  liability  under the
               Securities  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  that remain
               unsold at the termination of the offering.

         The  undersigned  company  hereby  undertakes  that,  for  purposes  of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
that is incorporated by reference in this Registration Statement shall be deemed
to be

                                      II-3

<PAGE>

a new Registration Statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the 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 Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company 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
Company  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.


                                      II-4

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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 Bridgewater, State of New Jersey on September 10, 1999.

                                                 PHARMACIA & UPJOHN, INC.


                                                 By:  /s/ Fred Hassan
                                                      -------------------------
                                                 Name:  Fred Hassan
                                                 Title: President and Chief
                                                        Executive Officer

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed below by or on behalf of the following  persons in the
capacities and on the dates indicated.

                                POWER OF ATTORNEY

         The undersigned  directors and officers of Pharmacia & Upjohn,  Inc. do
hereby  constitute  and appoint  Fred Hassan,  Christopher  Coughlin and Richard
Collier, and each of them, our true and lawful  attorneys-in-fact  and agents to
do any and all acts and  things  in our name and  behalf  in our  capacities  as
directors and officers, and to execute any and all instruments for us and in our
names in the  capacities  indicated  below which such person or persons may deem
necessary  or  advisable  to  enable  Pharmacia  &  Upjohn  to  comply  with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the Securities and Exchange Commission,  in connection with this Registration
Statement,  including  specifically,  but not limited to, power and authority to
sign for us, or any of us, in the capacities  indicated below and all amendments
(including post-effective amendments) hereto and we do hereby ratify and confirm
all that such person or persons shall do or cause to be done by virtue hereof.

NAME                        TITLE                              DATE
----                        -----                              ----

/s/ Fred Hassan             President and Chief Executive     September 10, 1999
-------------------------   Officer
Fred Hassan

/s/ Christopher Coughlin    Executive Vice President and      September 10, 1999
-------------------------   Chief Financial Officer
Christopher Coughlin        (Principal Financial Officer)

/s/ Robert G. Thompson      Senior Vice President (Principal  September 10, 1999
-------------------------   Accounting Officer)
Robert G. Thompson

/s/ Richard H. Brown        Director                          September 10, 1999
-------------------------
Richard H. Brown

/s/ Frank C. Carlucci       Director                          September 10, 1999
-------------------------
Frank C. Carlucci

/s/ Gustaf A.S. Douglas     Director                          September 10, 1999
-------------------------
Gustaf A.S. Douglas

                                      II-5

<PAGE>

/s/ M. Kathryn Eickhoff     Director                          September 10, 1999
-------------------------
M. Kathryn Eickhoff

/s/ J. Soren Gyll           Director                          September 10, 1999
-------------------------
J. Soren Gyll

/s/ Berthold Lindqvist      Director                          September 10, 1999
-------------------------
Berthold Lindqvist

/s/ Olof G. Lund            Director                          September 10, 1999
-------------------------
Olof G. Lund

/s/ C. Steven McMillan      Director                          September 10, 1999
-------------------------
C. Steven McMillan

/s/ William U. Parfet       Director                          September 10, 1999
-------------------------
William U. Parfet

/s/ Ulla B. Reinius         Director                          September 10, 1999
-------------------------
Ulla B. Reinius

/s/ Bengt Samuelsson        Director                          September 10, 1999
-------------------------
Bengt Samuelsson


                                      II-6


<PAGE>

                                INDEX TO EXHIBITS


EXHIBIT NUMBERS                                  EXHIBIT
---------------                                  -------

4.1            Restated Certificate of Incorporation of Pharmacia & Upjohn, Inc.
               (incorporated  by reference to Exhibit 4.1 of Pharmacia & Upjohn,
               Inc.'s Registration Statement on Form S-8 filed May 3, 1996).

4.2            Amended  Bylaws of  Pharmacia  & Upjohn,  Inc.  (incorporated  by
               reference  to Exhibit  (3)(ii)  of  Pharmacia  & Upjohn's  Annual
               Report on Form 10-K for the fiscal year ended December 31, 1998).

5.1            Opinion of Sullivan & Cromwell.

15             Awareness  Letter  from   PricewaterhouseCoopers  LLP  concerning
               unaudited interim financial information.

23.1           Consent of PricewaterhouseCoopers LLP.

23.2           Consent of Sullivan & Cromwell (included as part of Exhibit 5.1).

24             Power of Attorney (included as part of the signature page).

99.1           Pharmacia & Upjohn,  Inc. Long Term Incentive Plan  (incorporated
               by reference to Exhibit 10(g) to Pharmacia & Upjohn,  Inc.'s Form
               10-K for the year ended December 31, 1997).

99.2           Pharmacia & Upjohn,  Inc. Equity  Compensation Plan (incorporated
               by reference to Exhibit  99.1 to the  Pharmacia & Upjohn,  Inc.'s
               Registration Statement on Form S-8 filed on March 22, 1999).

99.3           Amendment of Pharmacia & Upjohn,  Inc. Long Term Incentive  Plan,
               dated August 27, 1999.

99.4           Amendment of Pharmacia & Upjohn,  Inc. Equity  Compensation Plan,
               dated August 27, 1999.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 22145}]
{"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": "333-86893", "film-number": "99709510"}, "business-address": {"street1": "95 CORPORATE DR", "city": "BRIDGEWATER", "state": "NJ", "zip": "08807-0995", "phone": "8887685501"}, "mail-address": {"street1": "7000 PORTGAGE ROAD", "city": "KALAMAZOO", "state": "MI", "zip": "49001"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 10, 1999
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                            PHARMACIA & UPJOHN, INC.
               (Exact Name of Company as Specified in its Charter)
               DELAWARE                                  98-0155411
    (State or Other Jurisdiction of         (I.R.S. Employer Identification No.)
     Incorporation or Organization)
                                  ------------
           95 CORPORATE DRIVE                             08807-0995
        BRIDGEWATER, NEW JERSEY                           (Zip Code)
(Address of principal executive offices)

                PHARMACIA & UPJOHN, INC. LONG TERM INCENTIVE PLAN
                PHARMACIA & UPJOHN, INC. EQUITY COMPENSATION PLAN
                            (Full title of the plans)
                            RICHARD T. COLLIER, ESQ.
                    SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                            PHARMACIA & UPJOHN, INC.
                               95 CORPORATE DRIVE
                       BRIDGEWATER, NEW JERSEY 08807-0995
                     (Name and address of agent for service)
                                 (908) 901-8000
          (Telephone number, including area code, of agent for service)
                                  ------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                     PROPOSED MAXIMUM       PROPOSED MAXIMUM         AMOUNT OF
              TITLE OF SECURITIES                AMOUNT TO BE       OFFERING PRICE PER     AGGREGATE OFFERING     REGISTRATION FEE
                TO BE REGISTERED                REGISTERED (1)           SHARE (2)              PRICE (2)               (2)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value, together
  with attached rights to purchase Partici-
  pating Preferred Stock......................  2,000,000 shares       $50.25                 $100,500,000           $27,939.00
------------------------------------------------------------------------------------------------------------------------------------
(1)  This  Registration  Statement  covers shares of Common Stock of Pharmacia &
     Upjohn,  Inc. and the attached rights to Purchase  Participating  Preferred
     Stock which may be offered or sold pursuant to the Pharmacia & Upjohn, Inc.
     Long Term Incentive Plan and Pharmacia & Upjohn,  Inc. Equity  Compensation
     Plan.  900,000  shares are being  registered  pursuant  to the  Pharmacia &
     Upjohn,  Inc.  Long Term  Incentive  Plan and  1,100,000  shares  are being
     registered  pursuant to the Pharmacia & Upjohn,  Inc.  Equity  Compensation
     Plan.  Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended
     (the  "Securities  Act"),  this  Registration  Statement  also  covers such
     additional  shares as may  hereinafter  be  offered  or  issued to  prevent
     dilution resulting from stock splits, stock dividends, recapitalizations or
     certain other capital adjustments.

(2)  Estimated  pursuant  to  Paragraphs  (c)  and  (h) of Rule  457  under  the
     Securities Act, solely for the purpose of calculating the registration fee,
     based  upon the  average  of the high and low  sales  prices  of  shares of
     Pharmacia & Upjohn,  Inc. Common Stock on September 9, 1999, as reported on
     the New York Stock Exchange, Inc.
================================================================================
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         All information required by Part I to be contained in the prospectus is
omitted from this  Registration  Statement in accordance with Rule 428 under the
Securities Act of 1933.

                                      I-1
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENTS

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents  filed with the United States  Securities  and
Exchange  Commission  (the  "Commission")  by  Pharmacia  &  Upjohn,  Inc.  (the
"Company") (File No. 1-11557)  pursuant to the Securities  Exchange Act of 1934,
as amended (the "Exchange  Act"),  are hereby  incorporated by reference in this
Form S-8 Registration  Statement (the "Registration  Statement") and made a part
hereof:

1.   The Company's  Annual  Report on Form 10-K for the year ended  December 31,
     1998;

2.   The Company's  Quarterly  Reports on Form 10-Q for the quarters ended March
     31, 1999 and June 30, 1999;

3.   The Company's  Current  Reports on Form 8-K, as filed on July 1, 1999, July
     30, 1999, August 17, 1999 and September 8, 1999;

4.   The Company's  Long Term Incentive  Plan,  attached as exhibit 10(g) to the
     Company's Annual Report on Form 10-K for the year ended December 31, 1995;

5.   The Company's  Equity  Compensation  Plan,  attached as exhibit 99.1 to the
     Company's Registration Statement on Form S-8 filed on March 22, 1999;

6.   The description of the Common Stock contained in the Company's Registration
     Statement on Form 8-A dated October 24, 1995; and

7.   The description of the Stockholder  Protection Rights Agreement dated as of
     March 4, 1997,  between the Company and First  Chicago Trust Company of New
     York,  and the related  right to purchase  Participating  Preferred  Stock,
     contained in the Company's  Registration  Statement on Form 8-A dated March
     5, 1997.

         All  documents  and reports  filed by the  Company  pursuant to Section
13(a),  13(c),  14 or  15(d)  of  the  Exchange  Act  after  the  date  of  this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold  shall  be  deemed  to  be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents or reports. 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 other  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 shall not be deemed to
constitute a part of the  Registration  Statement  except as so modified and any
statement  so  superseded  shall  not be  deemed  to  constitute  a part of this
Registration Statement.

Independent Accountants

         The  financial  statements of Pharmacia & Upjohn  incorporated  in this
Registration  Statement by reference  to Pharmacia & Upjohn's  Annual  Report on
Form 10-K for the year ended  December 31, 1998,  have been so  incorporated  in
reliance on the report of  PricewaterhouseCoopers  LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.  With
respect to the unaudited  financial  information of Pharmacia & Upjohn, Inc. for
the  three-month  and  six-month  periods ended March 31, 1999 and June 30, 1999
incorporated by reference in this Registration Statement,

                                      II-1
PricewaterhouseCoopers LLP reported that they have applied limited procedures in
accordance  with  professional  standards  for a  review  of  such  information.
However,  their  separate  reports  dated  April  27,  1999 and  July  23,  1999
incorporated by reference  herein states that they did not audit and they do not
express an opinion on the  unaudited  financial  information.  Accordingly,  the
degree of reliance on their reports on such information  should be restricted in
light   of   the   limited   nature   of   the   review   procedures    applied.
PricewaterhouseCoopers LLP is not subject to the liability provisions of Section
11 of the  Securities  Act of 1933 for their reports on the unaudited  financial
information  because  those  reports  are  not a  "report"  or a  "part"  of the
registration  statement  prepared or  certified  by  PricewaterhouseCoopers  LLP
within the meaning of Sections 7 and 11 of the Act.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         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.  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 has also purchased and maintained 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable

ITEM 8.  EXHIBITS.

EXHIBIT NUMBERS               EXHIBIT

4.1            Restated Certificate of Incorporation of Pharmacia & Upjohn, Inc.
               (incorporated  by reference to Exhibit 4.1 of Pharmacia & Upjohn,
               Inc.'s Registration Statement on Form S-8 filed May 3, 1996).

4.2            Amended  Bylaws of  Pharmacia  & Upjohn,  Inc.  (incorporated  by
               reference  to Exhibit  (3)(ii)  of  Pharmacia  & Upjohn's  Annual
               Report on Form 10-K for the fiscal year ended December 31, 1998).

5.1            Opinion of Sullivan & Cromwell.

15             Awareness  Letter  from   PricewaterhouseCoopers  LLP  concerning
               unaudited interim financial information.

23.1           Consent of PricewaterhouseCoopers LLP.

                                      II-2
23.2           Consent of Sullivan & Cromwell (included as part of Exhibit 5.1).

24             Power of Attorney (included as part of the signature page).

99.1           Pharmacia & Upjohn,  Inc. Long Term Incentive Plan  (incorporated
               by reference to Exhibit 10(g) to Pharmacia & Upjohn,  Inc.'s Form
               10-K for the year ended December 31, 1997).

99.2           Pharmacia & Upjohn,  Inc. Equity  Compensation Plan (incorporated
               by reference to Exhibit  99.1 to the  Pharmacia & Upjohn,  Inc.'s
               Registration Statement on Form S-8 filed on March 22, 1999).

99.3           Amendment of Pharmacia & Upjohn,  Inc. Long Term Incentive  Plan,
               dated August 27, 1999.

99.4           Amendment of Pharmacia & Upjohn,  Inc. Equity  Compensation Plan,
               dated August 27, 1999.

ITEM 9.  UNDERTAKINGS.

         The undersigned 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;

               (ii) To reflect in the  prospectus  any  facts or events  arising
                    after the effective date of the  Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement.

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

               provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) of
               this  section  do not  apply if the  information  required  to be
               included in a post-effective  amendment by those subparagraphs is
               contained  in periodic  reports  filed with or  furnished  to the
               Commission by the Company pursuant to Section 13 or Section 15(d)
               of the  Exchange  Act that are  incorporated  by reference in the
               Registration Statement.

         (2)   That,  for the purpose of  determining  any  liability  under the
               Securities  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  that remain
               unsold at the termination of the offering.

         The  undersigned  company  hereby  undertakes  that,  for  purposes  of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
that is incorporated by reference in this Registration Statement shall be deemed
to be

                                      II-3
a new Registration Statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the 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 Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company 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
Company  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.

                                      II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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 Bridgewater, State of New Jersey on September 10, 1999.

                                                 PHARMACIA & UPJOHN, INC.

                                                 By:  /s/ Fred Hassan
                                                      -------------------------
                                                 Name:  Fred Hassan
                                                 Title: President and Chief
                                                        Executive Officer

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed below by or on behalf of the following  persons in the
capacities and on the dates indicated.

                                POWER OF ATTORNEY

         The undersigned  directors and officers of Pharmacia & Upjohn,  Inc. do
hereby  constitute  and appoint  Fred Hassan,  Christopher  Coughlin and Richard
Collier, and each of them, our true and lawful  attorneys-in-fact  and agents to
do any and all acts and  things  in our name and  behalf  in our  capacities  as
directors and officers, and to execute any and all instruments for us and in our
names in the  capacities  indicated  below which such person or persons may deem
necessary  or  advisable  to  enable  Pharmacia  &  Upjohn  to  comply  with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the Securities and Exchange Commission,  in connection with this Registration
Statement,  including  specifically,  but not limited to, power and authority to
sign for us, or any of us, in the capacities  indicated below and all amendments
(including post-effective amendments) hereto and we do hereby ratify and confirm
all that such person or persons shall do or cause to be done by virtue hereof.

NAME                        TITLE                              DATE
----                        -----                              ----

/s/ Fred Hassan             President and Chief Executive     September 10, 1999
-------------------------   Officer
Fred Hassan

/s/ Christopher Coughlin    Executive Vice President and      September 10, 1999
-------------------------   Chief Financial Officer
Christopher Coughlin        (Principal Financial Officer)

/s/ Robert G. Thompson      Senior Vice President (Principal  September 10, 1999
-------------------------   Accounting Officer)
Robert G. Thompson

/s/ Richard H. Brown        Director                          September 10, 1999
-------------------------
Richard H. Brown

/s/ Frank C. Carlucci       Director                          September 10, 1999
-------------------------
Frank C. Carlucci

/s/ Gustaf A.S. Douglas     Director                          September 10, 1999
-------------------------
Gustaf A.S. Douglas

                                      II-5
/s/ M. Kathryn Eickhoff     Director                          September 10, 1999
-------------------------
M. Kathryn Eickhoff

/s/ J. Soren Gyll           Director                          September 10, 1999
-------------------------
J. Soren Gyll

/s/ Berthold Lindqvist      Director                          September 10, 1999
-------------------------
Berthold Lindqvist

/s/ Olof G. Lund            Director                          September 10, 1999
-------------------------
Olof G. Lund

/s/ C. Steven McMillan      Director                          September 10, 1999
-------------------------
C. Steven McMillan

/s/ William U. Parfet       Director                          September 10, 1999
-------------------------
William U. Parfet

/s/ Ulla B. Reinius         Director                          September 10, 1999
-------------------------
Ulla B. Reinius

/s/ Bengt Samuelsson        Director                          September 10, 1999
-------------------------
Bengt Samuelsson

                                      II-6
INDEX TO EXHIBITS

EXHIBIT NUMBERS                                  EXHIBIT
---------------                                  -------

4.1            Restated Certificate of Incorporation of Pharmacia & Upjohn, Inc.
               (incorporated  by reference to Exhibit 4.1 of Pharmacia & Upjohn,
               Inc.'s Registration Statement on Form S-8 filed May 3, 1996).

4.2            Amended  Bylaws of  Pharmacia  & Upjohn,  Inc.  (incorporated  by
               reference  to Exhibit  (3)(ii)  of  Pharmacia  & Upjohn's  Annual
               Report on Form 10-K for the fiscal year ended December 31, 1998).

5.1            Opinion of Sullivan & Cromwell.

15             Awareness  Letter  from   PricewaterhouseCoopers  LLP  concerning
               unaudited interim financial information.

23.1           Consent of PricewaterhouseCoopers LLP.

23.2           Consent of Sullivan & Cromwell (included as part of Exhibit 5.1).

24             Power of Attorney (included as part of the signature page).

99.1           Pharmacia & Upjohn,  Inc. Long Term Incentive Plan  (incorporated
               by reference to Exhibit 10(g) to Pharmacia & Upjohn,  Inc.'s Form
               10-K for the year ended December 31, 1997).

99.2           Pharmacia & Upjohn,  Inc. Equity  Compensation Plan (incorporated
               by reference to Exhibit  99.1 to the  Pharmacia & Upjohn,  Inc.'s
               Registration Statement on Form S-8 filed on March 22, 1999).

99.3           Amendment of Pharmacia & Upjohn,  Inc. Long Term Incentive  Plan,
               dated August 27, 1999.

99.4           Amendment of Pharmacia & Upjohn,  Inc. Equity  Compensation Plan,
               dated August 27, 1999.