SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549



                                  FORM 8-K


                               CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of
                    the Securities Exchange Act of 1934



                              February 6, 2000
              Date of Report (Date of earliest event reported)



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

                                  Delaware
               (State or other jurisdiction of incorporation)


         1-3608                                    22-1598912
 (Commission File Number)               (IRS Employer Identification No.)


 201 Tabor Road, Morris Plains, New Jersey                     07950-2693
  (Address of principal executive offices)                     (Zip Code)


                               (973) 385-2000
            (Registrant's telephone number, including area code)



 ITEM 5.  OTHER EVENTS.

           On February 6, 2000, the stock options that had been granted by
 Warner-Lambert Company ("Warner-Lambert") and American Home Products
 Corporation ("AHP") to one another in connection with the execution of the
 Agreement and Plan of Merger, dated as of November 3, 1999, among
 Warner-Lambert, AHP and a subsidiary of AHP (the "AHP Merger Agreement")
 were cancelled without consideration.

           Thereafter, AHP terminated the AHP Merger Agreement in
 accordance with its terms. In connection with the termination of the AHP
 Merger Agreement, Warner-Lambert paid to AHP a termination fee of $1.8
 billion pursuant to the terms of the AHP Merger Agreement.

           Warner-Lambert, Pfizer Inc. ("Pfizer") and  Seminole Acquisition
Sub Corp., a wholly owned subsidiary of Pfizer ("Merger Sub"), entered into
an Agreement and Plan of Merger, dated as of February 6, 2000 (the "Pfizer
Merger Agreement"). Pursuant to the Pfizer Merger Agreement and subject to
the terms and conditions set forth therein, Merger Sub will be merged with
and into Warner-Lambert, with Warner-Lambert being the surviving
corporation of such merger (the "Merger"). At the Effective Time (as
defined in the Pfizer Merger Agreement) of the Merger, each issued and
outstanding share of common stock, par value $1.00 per share, of Warner-
Lambert will be converted into 2.75 shares of common stock, par value $0.05
per share, of Pfizer. The combined company after the Merger will be named
Pfizer. The Merger is subject to various conditions, including, among other
things, receipt of the necessary approvals of Warner-Lambert's and Pfizer's
stockholders, the receipt of required regulatory approvals and the Merger
being accounted for as a pooling-of-interests.

           A copy of the Pfizer Merger Agreement is attached hereto as
 Exhibit 2.1 and is incorporated herein by reference.  The foregoing
 description is qualified in its entirety by reference to the full text of
 such exhibits.


 Item 7.  Financial Statements and Exhibits.

      (c)  The following exhibits are filed with this report:

      (2.1)          Agreement and Plan of Merger, dated as of February 6,
                     2000 among Pfizer Inc., Seminole Acquisition Sub Corp.,
                     and Warner-Lambert Company.



 SIGNATURE

           Pursuant to the requirements of the Securities Exchange Act of
 1934, the registrant has duly caused this report to be signed on its behalf
 by the undersigned hereunto duly authorized.



                               WARNER-LAMBERT COMPANY


                               By:      /s/  Rae G. Paltiel
                                   ------------------------
                               Name:     Rae G. Paltiel
                               Title:    Secretary



 Dated:  February 18, 2000



 EXHIBIT INDEX

      (2.1)          Agreement and Plan of Merger, dated as of February 6,
                     2000 among Pfizer Inc., Seminole Acquisition Sub Corp.,
                     and Warner-Lambert Company.
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SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549

                                  FORM 8-K

                               CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of
                    the Securities Exchange Act of 1934

                              February 6, 2000
              Date of Report (Date of earliest event reported)

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

                                  Delaware
               (State or other jurisdiction of incorporation)

         1-3608                                    22-1598912
 (Commission File Number)               (IRS Employer Identification No.)

 201 Tabor Road, Morris Plains, New Jersey                     07950-2693
  (Address of principal executive offices)                     (Zip Code)

                               (973) 385-2000
            (Registrant's telephone number, including area code)

 ITEM 5.  OTHER EVENTS.

           On February 6, 2000, the stock options that had been granted by
 Warner-Lambert Company ("Warner-Lambert") and American Home Products
 Corporation ("AHP") to one another in connection with the execution of the
 Agreement and Plan of Merger, dated as of November 3, 1999, among
 Warner-Lambert, AHP and a subsidiary of AHP (the "AHP Merger Agreement")
 were cancelled without consideration.

           Thereafter, AHP terminated the AHP Merger Agreement in
 accordance with its terms. In connection with the termination of the AHP
 Merger Agreement, Warner-Lambert paid to AHP a termination fee of $1.8
 billion pursuant to the terms of the AHP Merger Agreement.

           Warner-Lambert, Pfizer Inc. ("Pfizer") and  Seminole Acquisition
Sub Corp., a wholly owned subsidiary of Pfizer ("Merger Sub"), entered into
an Agreement and Plan of Merger, dated as of February 6, 2000 (the "Pfizer
Merger Agreement"). Pursuant to the Pfizer Merger Agreement and subject to
the terms and conditions set forth therein, Merger Sub will be merged with
and into Warner-Lambert, with Warner-Lambert being the surviving
corporation of such merger (the "Merger"). At the Effective Time (as
defined in the Pfizer Merger Agreement) of the Merger, each issued and
outstanding share of common stock, par value $1.00 per share, of Warner-
Lambert will be converted into 2.75 shares of common stock, par value $0.05
per share, of Pfizer. The combined company after the Merger will be named
Pfizer. The Merger is subject to various conditions, including, among other
things, receipt of the necessary approvals of Warner-Lambert's and Pfizer's
stockholders, the receipt of required regulatory approvals and the Merger
being accounted for as a pooling-of-interests.

           A copy of the Pfizer Merger Agreement is attached hereto as
 Exhibit 2.1 and is incorporated herein by reference.  The foregoing
 description is qualified in its entirety by reference to the full text of
 such exhibits.

 Item 7.  Financial Statements and Exhibits.

      (c)  The following exhibits are filed with this report:

      (2.1)          Agreement and Plan of Merger, dated as of February 6,
                     2000 among Pfizer Inc., Seminole Acquisition Sub Corp.,
                     and Warner-Lambert Company.

 SIGNATURE

           Pursuant to the requirements of the Securities Exchange Act of
 1934, the registrant has duly caused this report to be signed on its behalf
 by the undersigned hereunto duly authorized.

                               WARNER-LAMBERT COMPANY

                               By:      /s/  Rae G. Paltiel
                                   ------------------------
                               Name:     Rae G. Paltiel
                               Title:    Secretary

 Dated:  February 18, 2000

 EXHIBIT INDEX

      (2.1)          Agreement and Plan of Merger, dated as of February 6,
                     2000 among Pfizer Inc., Seminole Acquisition Sub Corp.,
                     and Warner-Lambert Company.