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



                               March 21, 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.

           Attached hereto and incorporated herein by reference as Exhibit
 99.1 is a copy of a press release issued by Warner-Lambert Company on March
 21, 2000.


 Item 7.  Financial Statements and Exhibits


      (c)  Exhibits

           (99.1)    Press Release, dated March 21, 2000.



                                 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:  March 23, 2000



                               EXHIBIT INDEX

        (99.1)    Press Release, dated March 21, 2000.
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{"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": "8-K", "act": "34", "file-number": "001-03608", "film-number": "576265"}, "business-address": {"street1": "201 TABOR RD", "city": "MORRIS PLAINS", "state": "NJ", "zip": "07950", "phone": "9733852000"}, "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"}}
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

                               March 21, 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.

           Attached hereto and incorporated herein by reference as Exhibit
 99.1 is a copy of a press release issued by Warner-Lambert Company on March
 21, 2000.

 Item 7.  Financial Statements and Exhibits

      (c)  Exhibits

           (99.1)    Press Release, dated March 21, 2000.

                                 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:  March 23, 2000

                               EXHIBIT INDEX

        (99.1)    Press Release, dated March 21, 2000.