As filed with the Securities and Exchange Commission on June 19, 2000
                    Registration Statement No. 333-__________
================================================================================



                       SECURITIES AND EXCHANGE COMMISSION
                               450 5TH STREET N.W.
                             WASHINGTON, D.C. 20549


                                   ==========


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

                                   ==========

                                   PFIZER INC.
             (Exact name of Registrant as specified in its charter)



        DELAWARE                                          13-5315170
(State of Incorporation)                    (I.R.S. Employer Identification No.)



                              235 EAST 42ND STREET
                          NEW YORK, NEW YORK 10017-5755
                    (Address of Principal Executive Offices)

                                   ==========

                     WARNER-LAMBERT COMPANY 1996 STOCK PLAN

                            (Full Title of the Plan)


                             MARGARET M. FORAN, ESQ.
                                   PFIZER INC.
                              235 EAST 42ND STREET
                          NEW YORK, NEW YORK 10017-5755
                     (Name and Address of Agent for Service)

                                 (212) 773-4802
                     (Telephone Number of Agent for Service)

                                   ==========

<PAGE>


                         CALCULATION OF REGISTRATION FEE
================================================================================
    TITLE OF        AMOUNT TO BE       PROPOSED       PROPOSED       AMOUNT OF
SECURITIES TO BE     REGISTERED         MAXIMUM        MAXIMUM      REGISTRATION
  REGISTERED(1)                     OFFERING PRICE    AGGREGATE         FEE(2)
                                     PER SHARE(2)     OFFERING
                                                       PRICE(2)
--------------------------------------------------------------------------------
Common Stock,      55,622,092 shs.      $45.72    $2,543,042,046.24  $671,363.10
$.05 par value
================================================================================







----------

(1)  Includes Pfizer Preferred Stock purchase rights which, until events
     specified in Pfizer's Rights Agreement occur, will not be exercisable or
     evidenced separately from the common stock.

(2)  Estimated to calculate the registration fee based on the average of the
     high and low prices of Pfizer Inc. Common Stock for New York Stock Exchange
     Composite Transactions on June 13, 2000, as reported in The Wall Street
     Journal.

================================================================================

<PAGE>


                                    PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

          The following are incorporated by reference:

     o    the  Annual  Report of  Pfizer  Inc.  on Form 10-K for the year  ended
          December 31, 1999,

     o    all other reports we subsequently  filed under Sections 13(a) or 15(d)
          of the Securities Exchange Act of 1934,

     o    the  description  of our common stock  contained  in our  Registration
          Statement  filed under  Section 12 of the  Securities  Exchange Act of
          1934,

     o    any amendment or report filed to update such description,

     o    and the Annual Report of  Warner-Lambert  Company on Form 10-K for the
          year ended December 31, 1999.

All documents later filed by us under Section 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934, before we file a post-effective  amendment that
indicates  all  securities  offered  have  been  sold or which  deregisters  all
securities  that have not been sold,  will be incorporated by reference and will
be a part of this filing from the date that document was filed.

ITEM 4. DESCRIPTION OF SECURITIES

          Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not required.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section  145 of the  General  Corporation  Law of  Delaware  permits a
corporation  to  indemnify  any person who is or has been a  director,  officer,
employee  or  agent  of the  corporation  or who is or  has  been  serving  as a
director,  officer,  employee or agent of another  corporation,  organization or
enterprise at the request of the corporation, against all liability and expenses
(including,  but not limited to,  attorneys' fees and  disbursements and amounts
paid in  settlement  or in  satisfaction  of judgments or as fines or penalties)
incurred  or paid in  connection  with any claim,  action,  suit or  proceeding,
whether civil, criminal,  administrative,  investigative or otherwise,  in which
he/she may be involved by reason of the fact that he/she served or is serving in
these  capacities,  if  he/she  acted  in  good  faith  and in a  manner  he/she
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and, with respect to any criminal action or proceeding, had no cause
to believe his/her conduct was unlawful. In the case of a claim, action, suit or
proceeding  made or brought by or in the right of the  corporation  to procure a
recovery or judgment in its favor,  the  corporation  shall not  indemnify  such
person in respect of any claim, issue or matter as to which such person has been
adjudged to be liable to the  corporation  for  negligence  or misconduct in the
performance of his or her duty to the  corporation,  except for such expenses as
the Court may allow.  Any such  person  who has been  wholly  successful  on the
merits or otherwise with respect to any such claim,  action,  suit or proceeding
or with respect to any claim,  issue or matter therein,  shall be indemnified as
of right against all expenses in connection therewith or resulting therefrom.

          Pursuant to Article V, Section 1 of its By-Laws,  the registrant shall
indemnify  directors and officers to the fullest extent  permitted by applicable
law as it presently exists or may hereinafter be amended. The Company is insured
against actions taken pursuant to its By-Laws and the directors and officers are
insured  directly at the Company's  expense  against such  liabilities for which
indemnification  is not made. The Company has entered into  agreements  with its
directors and certain of its officers  requiring  the Company to indemnify  such
persons to the fullest extent permitted by the Company's By-Laws.

<PAGE>


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8. EXHIBITS

EXHIBIT
-------

23(b)(1) --    Consent of KPMG LLP, independent certified public accountants.

23(b)(2) --    Consent  of  PricewaterhouseCoopers  LLP,  independent  certified
               public accountants.


ITEM 9. UNDERTAKINGS

          The Company 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 of 1933;

         (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) 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   about  the  plan  of
               distribution not already disclosed in the registration  statement
               or any material  change to such  information in the  registration
               statement;

     provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if the
     registration  statement  is on  Form  S-3 or Form  S-8 and the  information
     required to be included in a  post-effective  amendment by those paragraphs
     is  contained  in  periodic  reports  filed by the  registrant  pursuant to
     Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in the registration statement.

(2)  that, for purposes of determining any liability under the Securities Act of
     1933,  each  such  post-effective  amendment  shall  be a new  registration
     statement  relating to the  securities  offered,  and the  offering of such
     securities at that time will be viewed as the initial bona fide offering.

(3)  to remove from  registration by means of a post-effective  amendment any of
     the  securities  being  registered  which  remain  unsold at the end of the
     offering.

(4)  that, for purposes of determining any liability under the Securities Act of
     1933,  each filing of the  registrant's  annual report  pursuant to Section
     13(a) or  Section  15(d) of the  Securities  Exchange  Act of 1934  that is
     incorporated  by  reference  in the  registration  statement  will be a new
     registration statement relating to the securities offered, and the offering
     of such  securities  at that time shall be viewed as the initial  bona fide
     offering.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant under the foregoing provisions, or otherwise, the registrant has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act  and is
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  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 registrant 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 Act and will be governed by the final adjudication of
such issue.

                                       2
<PAGE>


                                   SIGNATURES


     Under the  requirements  of the  Securities Act of 1933, the registrant has
reasonable  grounds to believe that it meets all of the  requirements for filing
on Form S-8 and has  caused  this  Registration  Statement  to be  signed on its
behalf by the authorized  signer in The City of New York,  State of New York, on
the 19th day of June, 2000.


                                   Pfizer Inc.
                                   Registrant


                                   BY: /s/ WILLIAM C. STEERE, JR.
                                       --------------------------------
Dated: June 19, 2000                       William C. Steere, Jr.,
                                           Chairman of the Board and
                                           Chief Executive Officer
                                           (Principal Executive Officer)


     Under the  requirements  of the Securities Act of 1933,  this  Registration
Statement was signed by the following persons on behalf of the Registrant in the
capacities and on the dates indicated.

        SIGNATURES                        TITLE                     DATE
        ----------                        -----                     ----

/s/ WILLIAM C. STEERE, JR.      Chairman of the Board,          June 19, 2000
----------------------------    Director
(William C. Steere, Jr.)        (Principal Executive Officer)



/s/ DAVID L. SHEDLARZ           Executive Vice President and    June 19, 2000
----------------------------    Chief Financial Officer
(David L. Shedlarz)             (Principal Financial Officer)



/s/ LORETTA V. CANGIALOSI       Vice President - Controller     June 19, 2000
----------------------------    (Principal Accounting Officer)
(Loretta V. Cangialosi)



/s/ MICHAEL S. BROWN            Director                        June 19, 2000
----------------------------
(Michael S. Brown)



/s/   M. ANTHONY BURNS          Director                        June 19, 2000
----------------------------
(M. Anthony Burns)



/s/ W. DON CORNWELL             Director                        June 19, 2000
----------------------------
(W. Don Cornwell)

                                       3
<PAGE>


        SIGNATURES                        TITLE                     DATE
        ----------                        -----                     ----

/s/ GEORGE B. HARVEY            Director                        June 19, 2000
----------------------------
(George B. Harvey)



/s/ CONSTANCE J. HORNER         Director                        June 19, 2000
----------------------------
(Constance J. Horner)



/s/ STANLEY O. IKENBERRY        Director                        June 19, 2000
----------------------------
(Stanley O. Ikenberry)



/s/ HARRY P. KAMEN              Director                        June 19, 2000
----------------------------
(Harry P. Kamen)



/s/ THOMAS G. LABRECQUE         Director                        June 19, 2000
----------------------------
(Thomas G. Labrecque)



                                Director                             --
----------------------------
(Dana G. Mead)



/s/ HENRY A. MCKINNELL          President, Chief Operating      June 19, 2000
----------------------------    Officer and Director
(Henry A. McKinnell)



/s/ JOHN F. NIBLACK            Vice Chairman and Director       June 19, 2000
----------------------------
(John F. Niblack)



/s/ FRANKLIN D. RAINES         Director                         June 19, 2000
----------------------------
(Franklin D. Raines)


/s/ RUTH J. SIMMONS            Director                         June 19, 2000
----------------------------
(Ruth J. Simmons)



/s/ JEAN-PAUL VALLES           Director                         June 19, 2000
----------------------------
(Jean-Paul Valles)


                                       4
<PAGE>


                                EXHIBIT INDEX

EXHIBIT
-------

23(b)(1)  --   Consent of KPMG LLP, independent certified public accountants.

23(b)(2)  --   Consent  of  PricewaterhouseCoopers  LLP,  independent  certified
               public accountants.


                                       5
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "INITIAL STATEMENT", "secsgml_size_bytes": 15067}]
{"company-data": {"conformed-name": "PFIZER INC", "cik": "0000078003", "assigned-sic": "2834", "irs-number": "135315170", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39606", "film-number": "657171"}, "business-address": {"street1": "235 E 42ND ST", "city": "NEW YORK", "state": "NY", "zip": "10017", "phone": "2125732323"}, "mail-address": {"street1": "235 E 42ND ST", "city": "NEW YORK", "state": "NY", "zip": "10017"}, "former-company": {"former-conformed-name": "PFIZER CHARLES & CO INC", "date-changed": "19710908"}}
As filed with the Securities and Exchange Commission on June 19, 2000
                    Registration Statement No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                               450 5TH STREET N.W.
                             WASHINGTON, D.C. 20549

                                   ==========

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

                                   ==========

                                   PFIZER INC.
             (Exact name of Registrant as specified in its charter)

        DELAWARE                                          13-5315170
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                              235 EAST 42ND STREET
                          NEW YORK, NEW YORK 10017-5755
                    (Address of Principal Executive Offices)

                                   ==========

                     WARNER-LAMBERT COMPANY 1996 STOCK PLAN

                            (Full Title of the Plan)

                             MARGARET M. FORAN, ESQ.
                                   PFIZER INC.
                              235 EAST 42ND STREET
                          NEW YORK, NEW YORK 10017-5755
                     (Name and Address of Agent for Service)

                                 (212) 773-4802
                     (Telephone Number of Agent for Service)

                                   ==========
CALCULATION OF REGISTRATION FEE
================================================================================
    TITLE OF        AMOUNT TO BE       PROPOSED       PROPOSED       AMOUNT OF
SECURITIES TO BE     REGISTERED         MAXIMUM        MAXIMUM      REGISTRATION
  REGISTERED(1)                     OFFERING PRICE    AGGREGATE         FEE(2)
                                     PER SHARE(2)     OFFERING
                                                       PRICE(2)
--------------------------------------------------------------------------------
Common Stock,      55,622,092 shs.      $45.72    $2,543,042,046.24  $671,363.10
$.05 par value
================================================================================

----------

(1)  Includes Pfizer Preferred Stock purchase rights which, until events
     specified in Pfizer's Rights Agreement occur, will not be exercisable or
     evidenced separately from the common stock.

(2)  Estimated to calculate the registration fee based on the average of the
     high and low prices of Pfizer Inc. Common Stock for New York Stock Exchange
     Composite Transactions on June 13, 2000, as reported in The Wall Street
     Journal.

================================================================================
PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

          The following are incorporated by reference:

     o    the  Annual  Report of  Pfizer  Inc.  on Form 10-K for the year  ended
          December 31, 1999,

     o    all other reports we subsequently  filed under Sections 13(a) or 15(d)
          of the Securities Exchange Act of 1934,

     o    the  description  of our common stock  contained  in our  Registration
          Statement  filed under  Section 12 of the  Securities  Exchange Act of
          1934,

     o    any amendment or report filed to update such description,

     o    and the Annual Report of  Warner-Lambert  Company on Form 10-K for the
          year ended December 31, 1999.

All documents later filed by us under Section 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934, before we file a post-effective  amendment that
indicates  all  securities  offered  have  been  sold or which  deregisters  all
securities  that have not been sold,  will be incorporated by reference and will
be a part of this filing from the date that document was filed.

ITEM 4. DESCRIPTION OF SECURITIES

          Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not required.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section  145 of the  General  Corporation  Law of  Delaware  permits a
corporation  to  indemnify  any person who is or has been a  director,  officer,
employee  or  agent  of the  corporation  or who is or  has  been  serving  as a
director,  officer,  employee or agent of another  corporation,  organization or
enterprise at the request of the corporation, against all liability and expenses
(including,  but not limited to,  attorneys' fees and  disbursements and amounts
paid in  settlement  or in  satisfaction  of judgments or as fines or penalties)
incurred  or paid in  connection  with any claim,  action,  suit or  proceeding,
whether civil, criminal,  administrative,  investigative or otherwise,  in which
he/she may be involved by reason of the fact that he/she served or is serving in
these  capacities,  if  he/she  acted  in  good  faith  and in a  manner  he/she
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and, with respect to any criminal action or proceeding, had no cause
to believe his/her conduct was unlawful. In the case of a claim, action, suit or
proceeding  made or brought by or in the right of the  corporation  to procure a
recovery or judgment in its favor,  the  corporation  shall not  indemnify  such
person in respect of any claim, issue or matter as to which such person has been
adjudged to be liable to the  corporation  for  negligence  or misconduct in the
performance of his or her duty to the  corporation,  except for such expenses as
the Court may allow.  Any such  person  who has been  wholly  successful  on the
merits or otherwise with respect to any such claim,  action,  suit or proceeding
or with respect to any claim,  issue or matter therein,  shall be indemnified as
of right against all expenses in connection therewith or resulting therefrom.

          Pursuant to Article V, Section 1 of its By-Laws,  the registrant shall
indemnify  directors and officers to the fullest extent  permitted by applicable
law as it presently exists or may hereinafter be amended. The Company is insured
against actions taken pursuant to its By-Laws and the directors and officers are
insured  directly at the Company's  expense  against such  liabilities for which
indemnification  is not made. The Company has entered into  agreements  with its
directors and certain of its officers  requiring  the Company to indemnify  such
persons to the fullest extent permitted by the Company's By-Laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8. EXHIBITS

EXHIBIT
-------

23(b)(1) --    Consent of KPMG LLP, independent certified public accountants.

23(b)(2) --    Consent  of  PricewaterhouseCoopers  LLP,  independent  certified
               public accountants.

ITEM 9. UNDERTAKINGS

          The Company 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 of 1933;

         (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) 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   about  the  plan  of
               distribution not already disclosed in the registration  statement
               or any material  change to such  information in the  registration
               statement;

     provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if the
     registration  statement  is on  Form  S-3 or Form  S-8 and the  information
     required to be included in a  post-effective  amendment by those paragraphs
     is  contained  in  periodic  reports  filed by the  registrant  pursuant to
     Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in the registration statement.

(2)  that, for purposes of determining any liability under the Securities Act of
     1933,  each  such  post-effective  amendment  shall  be a new  registration
     statement  relating to the  securities  offered,  and the  offering of such
     securities at that time will be viewed as the initial bona fide offering.

(3)  to remove from  registration by means of a post-effective  amendment any of
     the  securities  being  registered  which  remain  unsold at the end of the
     offering.

(4)  that, for purposes of determining any liability under the Securities Act of
     1933,  each filing of the  registrant's  annual report  pursuant to Section
     13(a) or  Section  15(d) of the  Securities  Exchange  Act of 1934  that is
     incorporated  by  reference  in the  registration  statement  will be a new
     registration statement relating to the securities offered, and the offering
     of such  securities  at that time shall be viewed as the initial  bona fide
     offering.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant under the foregoing provisions, or otherwise, the registrant has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act  and is
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  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 registrant 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 Act and will be governed by the final adjudication of
such issue.

                                       2
SIGNATURES

     Under the  requirements  of the  Securities Act of 1933, the registrant has
reasonable  grounds to believe that it meets all of the  requirements for filing
on Form S-8 and has  caused  this  Registration  Statement  to be  signed on its
behalf by the authorized  signer in The City of New York,  State of New York, on
the 19th day of June, 2000.

                                   Pfizer Inc.
                                   Registrant

                                   BY: /s/ WILLIAM C. STEERE, JR.
                                       --------------------------------
Dated: June 19, 2000                       William C. Steere, Jr.,
                                           Chairman of the Board and
                                           Chief Executive Officer
                                           (Principal Executive Officer)

     Under the  requirements  of the Securities Act of 1933,  this  Registration
Statement was signed by the following persons on behalf of the Registrant in the
capacities and on the dates indicated.

        SIGNATURES                        TITLE                     DATE
        ----------                        -----                     ----

/s/ WILLIAM C. STEERE, JR.      Chairman of the Board,          June 19, 2000
----------------------------    Director
(William C. Steere, Jr.)        (Principal Executive Officer)

/s/ DAVID L. SHEDLARZ           Executive Vice President and    June 19, 2000
----------------------------    Chief Financial Officer
(David L. Shedlarz)             (Principal Financial Officer)

/s/ LORETTA V. CANGIALOSI       Vice President - Controller     June 19, 2000
----------------------------    (Principal Accounting Officer)
(Loretta V. Cangialosi)

/s/ MICHAEL S. BROWN            Director                        June 19, 2000
----------------------------
(Michael S. Brown)

/s/   M. ANTHONY BURNS          Director                        June 19, 2000
----------------------------
(M. Anthony Burns)

/s/ W. DON CORNWELL             Director                        June 19, 2000
----------------------------
(W. Don Cornwell)

                                       3
SIGNATURES                        TITLE                     DATE
        ----------                        -----                     ----

/s/ GEORGE B. HARVEY            Director                        June 19, 2000
----------------------------
(George B. Harvey)

/s/ CONSTANCE J. HORNER         Director                        June 19, 2000
----------------------------
(Constance J. Horner)

/s/ STANLEY O. IKENBERRY        Director                        June 19, 2000
----------------------------
(Stanley O. Ikenberry)

/s/ HARRY P. KAMEN              Director                        June 19, 2000
----------------------------
(Harry P. Kamen)

/s/ THOMAS G. LABRECQUE         Director                        June 19, 2000
----------------------------
(Thomas G. Labrecque)

                                Director                             --
----------------------------
(Dana G. Mead)

/s/ HENRY A. MCKINNELL          President, Chief Operating      June 19, 2000
----------------------------    Officer and Director
(Henry A. McKinnell)

/s/ JOHN F. NIBLACK            Vice Chairman and Director       June 19, 2000
----------------------------
(John F. Niblack)

/s/ FRANKLIN D. RAINES         Director                         June 19, 2000
----------------------------
(Franklin D. Raines)

/s/ RUTH J. SIMMONS            Director                         June 19, 2000
----------------------------
(Ruth J. Simmons)

/s/ JEAN-PAUL VALLES           Director                         June 19, 2000
----------------------------
(Jean-Paul Valles)

                                       4
EXHIBIT INDEX

EXHIBIT
-------

23(b)(1)  --   Consent of KPMG LLP, independent certified public accountants.

23(b)(2)  --   Consent  of  PricewaterhouseCoopers  LLP,  independent  certified
               public accountants.

                                       5