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
                               1996 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
                         ---------------------------
<PAGE>
<PAGE>

                        CALCULATION OF REGISTRATION FEE

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

Common Stock,     35,000,000       $65.97      $2,308,950,000     $641,888.10 
$.01 par 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.
----------------------------------------------------------------------------






















 




                                      -2-
<PAGE>
<PAGE>

The contents of the Registration Statement on Form S-8 filed by Warner-
Lambert Company (the "Company" or the "Registrant") (File No. 333-19311) on
January 6, 1997 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 in the signature pages of this
              Registration Statement)



























                                       3
<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.



                                       4
<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 Controller  May 17, 1999
-------------------------        (Principal Accounting
   Joseph E. Lynch               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.




                                       5
<PAGE>
<PAGE>

/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







































                                       6
<PAGE>
<PAGE>

                               INDEX TO EXHIBITS

Exhibit                                 Description
Number

23.1        Consent of PricewaterhouseCoopers LLP

24          Power of Attorney (included in the signature pages of this
            Registration Statement)








































                                       7
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 9100}]
{"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": "333-78643", "film-number": "99628337"}, "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
                               1996 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
                                  Maximum
    Title of        Amount to     Offering    Proposed Maximum    Amount of
Securities to be       be        Price Per   Aggregate Offering  Registration
   Registered      Registered     Share(a)        Price (a)         Fee (a)

Common Stock,     35,000,000       $65.97      $2,308,950,000     $641,888.10 
$.01 par 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.
----------------------------------------------------------------------------

 

                                      -2-
The contents of the Registration Statement on Form S-8 filed by Warner-
Lambert Company (the "Company" or the "Registrant") (File No. 333-19311) on
January 6, 1997 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 in the signature pages of this
              Registration Statement)

                                       3
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.

                                       4
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 Controller  May 17, 1999
-------------------------        (Principal Accounting
   Joseph E. Lynch               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.

                                       5
/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

                                       6
INDEX TO EXHIBITS

Exhibit                                 Description
Number

23.1        Consent of PricewaterhouseCoopers LLP

24          Power of Attorney (included in the signature pages of this
            Registration Statement)

                                       7