<PAGE>
                       
     As filed with the Securities and Exchange Commission on April 20, 1999
                                                         Registration No. 333-**
--------------------------------------------------------------------------------

                       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 Organization)
          

          95 Corporate Drive
        Bridgewater, New Jersey                         08807-0995
(Address of principal executive offices)                (Zip Code)


                            Pharmacia & Upjohn, Inc.
                          Directors Equity Compensation
                                and Deferral Plan
                            (Full title of the plan)

                                 Don W. Schmitz
                   Vice President, Associate General Counsel &
                               Corporate Secretary
                            Pharmacia & Upjohn, Inc.
                               95 Corporate Drive
                       Bridgewater, New Jersey 08807-0995
                     (Name and address of agent for service)

                                 (908) 306-4400
          (Telephone number, including area code, of agent for service)

                           ---------------------------


                         Copy of all communications to:
                             Robert J. Lichtenstein
                           Morgan, Lewis & Bockius LLP
                               1701 Market Street
                      Philadelphia, Pennsylvania 19103-2921
                                 (215) 963-5000

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
                                                           Proposed maximum          Proposed maximum                               
    Title of securities           Amount to be              offering price               aggregate                  Amount of
     to be registered            registered (1)              per share (2)           offering price (2)         registration fee (2)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                       <C>                       <C>                       <C>    

Common Stock, $0.01                 265,000                     $59.69                  $15,817,850                 $4,397.37
par value
====================================================================================================================================
</TABLE>

(1)      This Registration Statement covers shares of Common Stock of Pharmacia
         & Upjohn, Inc. which may be offered or sold pursuant to the Pharmacia &
         Upjohn, Inc. Directors Equity Compensation and Deferral 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 the Company's Common Stock on April 15, 1999, as reported on the New
         York Stock Exchange.
(3)      The registration fee of $4,397.37 is included in a wire of $668,150.17
         from the Company.
--------------------------------------------------------------------------------

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENTS

Item 3.       Incorporation of Documents by Reference.

              The following documents filed with the U.S. 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 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 (the "1998 10-K");

              2. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed on October 24, 1995.

              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 Public Accountants

              The consolidated balance sheets of the Company as of December 31,
1998 and 1997, and the consolidated statements of earnings, shareholders' equity
and cash flows for each of the three years in the period ended December 31,
1998, which have been incorporated by reference in this Prospectus, have been
included and incorporated by reference herein in reliance on the report of
PricewaterhouseCoopers LLP, independent public accountants, given on the
authority of that firm as experts in auditing and accounting.

Item 4.       Description of Securities.

              Not Applicable

Item 5.       Interests of Named Experts and Counsel.

              Not Applicable




                                      II-1


<PAGE>



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.(1)

    Exhibit Numbers                    Exhibit
--------------------------------------------------------------------------------
         4     Restated Certificate of Incorporation and Restated By-laws of
               Pharmacia & Upjohn, Inc. (incorporated by reference to Exhibits
               4.1 and 4.2 to Pharmacia & Upjohn, Inc.'s Registration Statement 
               on Form S-8 filed May 3, 1996)
       23.1    Consent of PricewaterhouseCoopers LLP
       24      Power of Attorney (included as part of the signature page)
       99.1    Pharmacia & Upjohn, Inc. Directors Equity Compensation and
               Deferral Plan



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;

----------------
(1)By its terms, the Pharmacia & Upjohn,  Inc. Directors Equity Compensation and
Deferral  Plan shall  distribute  only  treasury  shares and not original  issue
shares.  Therefore,  in accordance with the  instructions for Item 8 of Form S-8
there is no  requirement  for an opinion of  counsel as to the  legality  of the
securities being registered, and no such opinion is presented.


                                      II-2


<PAGE>



                           (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 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-3


<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 this 20th day of April, 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.

         Each person, in so signing, also makes, constitutes and appoints Fred
Hassan, Christopher Coughlin and Richard Collier, and each such officer acting
singly, his true and lawful attorney-in-fact, in his name, place and stead to
execute and cause to be filed with the Securities and Exchange Commission any or
all amendments to this Registration Statement, with all exhibits and any and all
documents required to be filed with respect thereto, and to do and perform each
and every act and thing necessary to effectuate the same.


Name                       Title                                  Date
----                       -----                                  ----
/s/ Fred Hassan
------------------------   President and Chief Executive          April 20, 1999
Fred Hassan                Officer

/s/ Christopher Coughlin
------------------------   Executive Vice President and           April 20, 1999
Christopher Coughlin       Chief Financial Officer
                           (Principal Financial Officer)
/s/ Robert Thompson
------------------------   Senior Vice President (Principal       April 20, 1999
Robert Thompson            Accounting Officer)

/s/ Richard H. Brown
------------------------   Director                               April 20, 1999
Richard H. Brown

------------------------   Director                               April   , 1999
Frank C. Carlucci

/s/ Gustaf A.S. Douglas
------------------------   Director                               April 20, 1999
Gustaf A.S. Douglas

/s/ M. Kathryn Eickhoff
------------------------   Director                               April 20, 1999
M. Kathryn Eickhoff



                                      II-4


<PAGE>


/s/ J. Soren Gyll
---------------------------      Director                         April 20, 1999
J. Soren Gyll

/s/ R.L. Berthold Lindquist
---------------------------      Director                         April 20, 1999
R.L. Berthold Lindquist

/s/ Olf G. Lund
---------------------------      Director                         April 20, 1999
Olf G. Lund

/s/ C. Steven McMillan
---------------------------      Director                         April 20, 1999
C. Steven McMillan

/s/ William U. Parfet
---------------------------      Director                         April 20, 1999
William U. Parfet

/s/  Ulla B. Reinius
---------------------------      Director                         April 20, 1999
Ulla B. Reinius

/s/ Bengt Samuelsson
---------------------------      Director                         April 20, 1999
Bengt Samuelsson







                                      II-5


<PAGE>




                               INDEX TO EXHIBITS1


 Exhibit Numbers                                         Exhibit
--------------------------------------------------------------------------------
      4        Restated Certificate of Incorporation and Restated By-laws of
               Pharmacia & Upjohn, Inc. (incorporated by reference to Exhibits 
               4.1 and 4.2 to Pharmacia & Upjohn, Inc.'s Registration Statement 
               of Form S-8 filed May 3, 1996)
    23.1       Consent of PricewaterhouseCoopers LLP
    24         Power of Attorney (included as part of the signature page)
    99.1       Pharmacia & Upjohn, Inc. Directors Equity Compensation and
               Deferral Plan







--------
(1)By its terms, the Pharmacia & Upjohn,  Inc. Directors Equity Compensation and
Deferral  Plan shall  distribute  only  treasury  shares and not original  issue
shares.  Therefore,  in accordance with the  instructions for Item 8 of Form S-8
there is no  requirement  for an opinion of  counsel as to the  legality  of the
securities being registered, and no such opinion is presented.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 18110}]
{"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": "333-76659", "film-number": "99597736"}, "business-address": {"street1": "95 CORPORATE DR", "city": "BRIDGEWATER", "state": "NJ", "zip": "08807-0995", "phone": "9083064400"}, "mail-address": {"street1": "7000 PORTGAGE ROAD", "city": "KALAMAZOO", "state": "MI", "zip": "49001"}}
As filed with the Securities and Exchange Commission on April 20, 1999
                                                         Registration No. 333-**
--------------------------------------------------------------------------------

                       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 Organization)
          

          95 Corporate Drive
        Bridgewater, New Jersey                         08807-0995
(Address of principal executive offices)                (Zip Code)

                            Pharmacia & Upjohn, Inc.
                          Directors Equity Compensation
                                and Deferral Plan
                            (Full title of the plan)

                                 Don W. Schmitz
                   Vice President, Associate General Counsel &
                               Corporate Secretary
                            Pharmacia & Upjohn, Inc.
                               95 Corporate Drive
                       Bridgewater, New Jersey 08807-0995
                     (Name and address of agent for service)

                                 (908) 306-4400
          (Telephone number, including area code, of agent for service)

                           ---------------------------

                         Copy of all communications to:
                             Robert J. Lichtenstein
                           Morgan, Lewis & Bockius LLP
                               1701 Market Street
                      Philadelphia, Pennsylvania 19103-2921
                                 (215) 963-5000

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                           Proposed maximum          Proposed maximum                               
    Title of securities           Amount to be              offering price               aggregate                  Amount of
     to be registered            registered (1)              per share (2)           offering price (2)         registration fee (2)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01                 265,000                     $59.69                  $15,817,850                 $4,397.37
par value
====================================================================================================================================
(1)      This Registration Statement covers shares of Common Stock of Pharmacia
         & Upjohn, Inc. which may be offered or sold pursuant to the Pharmacia &
         Upjohn, Inc. Directors Equity Compensation and Deferral 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 the Company's Common Stock on April 15, 1999, as reported on the New
         York Stock Exchange.
(3)      The registration fee of $4,397.37 is included in a wire of $668,150.17
         from the Company.
--------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENTS

Item 3.       Incorporation of Documents by Reference.

              The following documents filed with the U.S. 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 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 (the "1998 10-K");

              2. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed on October 24, 1995.

              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 Public Accountants

              The consolidated balance sheets of the Company as of December 31,
1998 and 1997, and the consolidated statements of earnings, shareholders' equity
and cash flows for each of the three years in the period ended December 31,
1998, which have been incorporated by reference in this Prospectus, have been
included and incorporated by reference herein in reliance on the report of
PricewaterhouseCoopers LLP, independent public accountants, given on the
authority of that firm as experts in auditing and accounting.

Item 4.       Description of Securities.

              Not Applicable

Item 5.       Interests of Named Experts and Counsel.

              Not Applicable

                                      II-1
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.(1)

    Exhibit Numbers                    Exhibit
--------------------------------------------------------------------------------
         4     Restated Certificate of Incorporation and Restated By-laws of
               Pharmacia & Upjohn, Inc. (incorporated by reference to Exhibits
               4.1 and 4.2 to Pharmacia & Upjohn, Inc.'s Registration Statement 
               on Form S-8 filed May 3, 1996)
       23.1    Consent of PricewaterhouseCoopers LLP
       24      Power of Attorney (included as part of the signature page)
       99.1    Pharmacia & Upjohn, Inc. Directors Equity Compensation and
               Deferral Plan

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;

----------------
(1)By its terms, the Pharmacia & Upjohn,  Inc. Directors Equity Compensation and
Deferral  Plan shall  distribute  only  treasury  shares and not original  issue
shares.  Therefore,  in accordance with the  instructions for Item 8 of Form S-8
there is no  requirement  for an opinion of  counsel as to the  legality  of the
securities being registered, and no such opinion is presented.

                                      II-2
(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 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-3
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 this 20th day of April, 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.

         Each person, in so signing, also makes, constitutes and appoints Fred
Hassan, Christopher Coughlin and Richard Collier, and each such officer acting
singly, his true and lawful attorney-in-fact, in his name, place and stead to
execute and cause to be filed with the Securities and Exchange Commission any or
all amendments to this Registration Statement, with all exhibits and any and all
documents required to be filed with respect thereto, and to do and perform each
and every act and thing necessary to effectuate the same.

Name                       Title                                  Date
----                       -----                                  ----
/s/ Fred Hassan
------------------------   President and Chief Executive          April 20, 1999
Fred Hassan                Officer

/s/ Christopher Coughlin
------------------------   Executive Vice President and           April 20, 1999
Christopher Coughlin       Chief Financial Officer
                           (Principal Financial Officer)
/s/ Robert Thompson
------------------------   Senior Vice President (Principal       April 20, 1999
Robert Thompson            Accounting Officer)

/s/ Richard H. Brown
------------------------   Director                               April 20, 1999
Richard H. Brown

------------------------   Director                               April   , 1999
Frank C. Carlucci

/s/ Gustaf A.S. Douglas
------------------------   Director                               April 20, 1999
Gustaf A.S. Douglas

/s/ M. Kathryn Eickhoff
------------------------   Director                               April 20, 1999
M. Kathryn Eickhoff

                                      II-4
/s/ J. Soren Gyll
---------------------------      Director                         April 20, 1999
J. Soren Gyll

/s/ R.L. Berthold Lindquist
---------------------------      Director                         April 20, 1999
R.L. Berthold Lindquist

/s/ Olf G. Lund
---------------------------      Director                         April 20, 1999
Olf G. Lund

/s/ C. Steven McMillan
---------------------------      Director                         April 20, 1999
C. Steven McMillan

/s/ William U. Parfet
---------------------------      Director                         April 20, 1999
William U. Parfet

/s/  Ulla B. Reinius
---------------------------      Director                         April 20, 1999
Ulla B. Reinius

/s/ Bengt Samuelsson
---------------------------      Director                         April 20, 1999
Bengt Samuelsson

                                      II-5
INDEX TO EXHIBITS1

 Exhibit Numbers                                         Exhibit
--------------------------------------------------------------------------------
      4        Restated Certificate of Incorporation and Restated By-laws of
               Pharmacia & Upjohn, Inc. (incorporated by reference to Exhibits 
               4.1 and 4.2 to Pharmacia & Upjohn, Inc.'s Registration Statement 
               of Form S-8 filed May 3, 1996)
    23.1       Consent of PricewaterhouseCoopers LLP
    24         Power of Attorney (included as part of the signature page)
    99.1       Pharmacia & Upjohn, Inc. Directors Equity Compensation and
               Deferral Plan

--------
(1)By its terms, the Pharmacia & Upjohn,  Inc. Directors Equity Compensation and
Deferral  Plan shall  distribute  only  treasury  shares and not original  issue
shares.  Therefore,  in accordance with the  instructions for Item 8 of Form S-8
there is no  requirement  for an opinion of  counsel as to the  legality  of the
securities being registered, and no such opinion is presented.