<PAGE>

                                                       Registration No. 33-

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

                       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 or other jurisdiction                      (I.R.S. Employer
        of incorporation or organization)                  Identification No.)

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

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

             PFIZER INC. PERFORMANCE-CONTINGENT SHARE AWARD PROGRAM
                            (Full title of the Plan)

                           TERENCE J. GALLAGHER, ESQ.
                                   PFIZER INC.
                              235 EAST 42ND STREET
                          NEW YORK, NEW YORK 10017-5755
                     (Name and address of agent for service)

                                 (212) 573-2323
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
                                                                                PROPOSED
                                                            PROPOSED            MAXIMUM
                                            AMOUNT          MAXIMUM            AGGREGATE           AMOUNT OF
                                             TO BE       OFFERING PRICE         OFFERING           REGISTRATION
  TITLE OF SECURITIES TO BE REGISTERED     REGISTERED      PER SHARE (1)        PRICE (1)              FEE
- --------------------------------------------------------------------------------------------------------------
<S>                                    <C>               <C>               <C>                    <C>
Common Stock,  $.10 par value . . .    2,000,000 shs.    $75.69            $151,380,000.00        $52,200.00

- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
<FN>
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) based on the average of the high and low prices of
     Pfizer Inc. Common Stock on the New York Stock Exchange Composite Tape on
     December 15, 1994.
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


<PAGE>
       THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
          THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

PROSPECTUS

                                  PFIZER INC.

             PFIZER INC. PERFORMANCE-CONTINGENT SHARE AWARD PROGRAM
                                   ----------

PFIZER  INC.,  A DELAWARE  CORPORATION  (THE "COMPANY"),  IS  OFFERING 2,000,000
SHARES OF ITS COMMON STOCK, $.10 PAR  VALUE PER SHARE (THE "COMMON STOCK"),  TO
 ELIGIBLE  KEY  EMPLOYEES OF  THE  COMPANY WHO  HAVE  BEEN OR  MAY  BE GRANTED
  PERFORMANCE-CONTINGENT SHARE AWARDS (THE "PERFORMANCE-CONTINGENT  SHARES")
     PURSUANT  TO THE PFIZER INC. PERFORMANCE-CONTINGENT SHARE AWARD PROGRAM
                                (THE "PROGRAM").

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

      Pfizer Inc.'s Common Stock is listed on the New York Stock Exchange

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

THESE   SECURITIES   HAVE   NOT   BEEN   APPROVED   OR   DISAPPROVED   BY    THE
   SECURITIES   AND  EXCHANGE  COMMISSION  NOR   HAS  THE  COMMISSION  PASSED
     UPON   THE   ACCURACY   OR   ADEQUACY   OF   THIS   PROSPECTUS.    ANY
       REPRESENTATION   TO   THE   CONTRARY   IS   A   CRIMINAL  OFFENSE.

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

                The date of this Prospectus is December 20, 1994
<PAGE>
    The Company is subject to  the informational requirements of the  Securities
Exchange  Act of 1934,  as amended, and, in  accordance therewith, files reports
and  other  information  with  the  Securities  and  Exchange  Commission   (the
"Commission").  Reports,  proxy statements  and other  information filed  by the
Company with the Commission can be inspected and copied at the public  reference
facilities  maintained by the  Commission in Washington, D.C.  at Room 1024, 450
Fifth Street N.W., Washington, D.C. 20549 and at the following Regional offices:
7 World Trade Center, Suite 1300, New York, New York 10048; and 500 West Madison
Street, Suite 1400,  Chicago, Illinois  60661. Copies  of such  material can  be
obtained at prescribed rates from the Public Reference Section of the Commission
at  the previously indicated address. The Company's securities are listed on the
New York  Stock Exchange  and reports,  proxy statements  and other  information
concerning the Company can be inspected at the New York Stock Exchange, 20 Broad
St., New York, New York 10005.

    No  person  has been  authorized  to give  any  information or  to  make any
representation, other than  those contained  in this  Prospectus, in  connection
with  the offer  contained herein  and, if  given or  made, such  information or
representations must  not  be relied  upon  as  having been  authorized  by  the
Company.  Neither the delivery  of this Prospectus nor  the sale hereunder shall
under any circumstances create any implication that there has been no change  in
the affairs of the Company since the date hereof.

    The  Company has filed with the  Commission a registration statement on Form
S-8 (the "Registration Statement"), of which  this Prospectus forms a part.  Any
person  receiving  a copy  of this  Prospectus may  obtain without  charge, upon
request,  a  copy  of  the  Registration  Statement  or  any  of  the  documents
incorporated  by  reference in  the Registration  Statement, or  those documents
required to be made available pursuant to  Rule 428(b) of the Securities Act  of
1933, as amended. Requests should be directed to the Corporate Secretary, Pfizer
Inc.,  235 East 42nd  Street, New York,  New York 10017,  (212) 573-2323. All of
such documents are incorporated by reference in this Prospectus.

                                       2
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                             ---------
<S>                                                                                                          <C>
General Information........................................................................................      4
The Program................................................................................................      4
    Administration.........................................................................................      4
    Duration...............................................................................................      5
    Employees Who May Participate..........................................................................      5
    Limitations on Awards..................................................................................      5
    Purchases of Common Stock for the Program..............................................................      5
    Determination of Corporate Performance Formula.........................................................      6
    Forfeitures and Penalties..............................................................................      6
    Notification of Awards.................................................................................      6
    Termination of Employment..............................................................................      6
    Compliance With Securities Laws........................................................................      7
    Amendment of Program...................................................................................      7
    Assignment of Interest.................................................................................      7
    Tax Consequences of Awards and Their Exercise..........................................................      7
Legal Opinion..............................................................................................      8
Experts....................................................................................................      8
</TABLE>

                                       3
<PAGE>
                              GENERAL INFORMATION

    This  Prospectus  relates  to  shares of  Common  Stock  issued  or issuable
pursuant to the Program for the Company, having its principal office at 235 East
42nd Street, New  York, New  York 10017,  telephone number  (212) 573-2323.  The
Program  was  initially adopted  by the  Board  of Directors  of the  Company in
February of 1994 and became effective upon approval of the shareholders in April
of 1994.

    The parties  to  the  Program  are  the Company  and  the  200  most  highly
compensated employees of the Company (the "Eligible Employees") who are eligible
to  be granted  the opportunity by  the Executive Compensation  Committee of the
Board of  Directors of  the  Company (the  "Committee")  to participate  in  the
Program.

    The  purpose of the Program is to promote the retention of key employees, to
compensate such  employees  based  on the  Company's  achievement  of  corporate
performance  goals and to  optimize employee motivation.  The Program emphasizes
long-term compensation values over  short-term pay opportunities and  encourages
stock  retention by  the Company's  key employees  in the  face of  stock market
fluctuations.

    This Prospectus  is not  available for  resale of  the securities  described
herein  by persons who are "affiliates" of  the Company, as that term is defined
in Rule 405 under the Securities Act of 1933, as amended (the "Securities Act").

    The Program is  not intended  to be qualified  under Section  401(a) of  the
Internal  Revenue Code and  is not subject  to the provisions  of the Employment
Retirement Income Security Act of 1974.

                                  THE PROGRAM

ADMINISTRATION:

    Subject to the  provisions of the  Program, the Committee  is authorized  to
promulgate  such rules and regulations, to  make such determinations and to take
such action  as  it determines  to  be necessary  or  advisable for  the  proper
administration  of the  Program. In  addition, the  Committee has  the exclusive
authority to determine which Eligible Employees,  if any, are to be granted  the
opportunity  to earn Performance-Contingent Shares,  the preestablishment of the
targets under  the performance  formula,  the number  of  Performance-Contingent
Shares to be awarded, and the terms and conditions thereof.

    The  members of the  Committee shall consist  solely of two  or more outside
directors, within the meaning of Section 162(m) of the Internal Revenue Code  of
1986,  as amended (the "Code"), and who meet the test of disinterested directors
within the meaning  of Section  16b-3(d)(3) of  the Securities  Exchange Act  of
1934,  as amended (the "Exchange Act"). The members of the Committee are elected
annually by the Board of Directors of the Company. The Board may, by  resolution
passed  by a  majority of  the whole  Board, remove  any member  and designate a
qualified director as a replacement member of the Committee.

                                       4
<PAGE>
    The members of the Committee presently are:

<TABLE>
<CAPTION>
           NAME                POSITION WITH COMPANY
- --------------------------  ----------------------------
<S>                         <C>
M. Anthony Burns            Director
Thomas G. Labrecque         Director
John R. Opel                Director
</TABLE>

    Eligible Employees may contact the  Corporate Secretary of the Company,  235
East  42nd Street, New York, New York 10017, (212) 573-2323 to obtain additional
information about the Program and the Committee.

DURATION:

    It is  anticipated  that  the  Program  will  remain  in  effect  until  all
Performance-Contingent  Shares  authorized to  be issued  under the  Program are
awarded.

EMPLOYEES WHO MAY PARTICIPATE:

    The 200 most highly compensated employees of the Company are eligible to  be
granted  the opportunity by the  Committee to earn Performance-Contingent Shares
based upon  the Company's  achievement  of predetermined  corporate  performance
goals  over a  five-year period  except for  the 1993  awards which  provide for
shorter  performance  periods.  The  Eligible  Employees  may  be  granted   the
opportunity  by the Committee to participate in the Program. The Committee shall
select  an  Eligible   Employee  for  participation   under  the  Program   (the
"Participant")  by  delivering  to such  employee,  prior  to the  start  of the
applicable five-year performance period or within the period described below  in
the  Section entitled "Determination of Corporate Performance Formula", an award
letter that  specifies  the  objective  performance  goals  and  the  number  of
Performance-Contingent  Shares to be awarded solely  upon the attainment of such
goals (the "Award Letter").

LIMITATIONS ON AWARDS:

    The total number of  Performance-Contingent Shares to  be awarded under  the
Program  is limited to 10  million shares. No Eligible  Employee will be granted
Performance-Contingent Shares  for more  than 100,000  shares of  the  Company's
Common Stock in any year. The maximum number of Performance-Contingent Shares to
be  awarded will be determined by the Committee  each year prior to the start of
the corporate performance  period or within  the period described  below in  the
Section  entitled "Determination of Corporate  Performance Formula" and shall be
set forth in the Award Letter provided to each Participant.

PURCHASES OF COMMON STOCK FOR THE PROGRAM:

    The Company is  authorized to  make purchases of  Common Stock  in the  open
market or from the Company if treasury stock or authorized but unissued stock is
made  available by  the Company for  such purchase,  or from the  trustee of any
trust established by  the Company for  the purpose of  satisfying the  Company's
obligations  for the issuance of Common Stock under the Program. If Common Stock
is purchased from the Company, or from such trustee, its price shall be the mean

                                       5
<PAGE>
between the highest and lowest prices at  which the stock was traded on the  New
York  Stock Exchange  on the  day of  purchase or,  if not  so traded,  the mean
between the closing bid and asked price  thereof on such Exchange on the day  of
purchase.  The Committee may also purchase such  stock from private sources at a
cost not in excess of that at which  such stock is available on the market.  Any
usual  and customary brokerage fees resulting  from the purchase of Common Stock
under the Program shall be paid by the Company.

DETERMINATION OF CORPORATE PERFORMANCE FORMULA:

    Awards of Performance-Contingent Shares are determined by a pre-established,
non-discretionary  formula  comprised  of  two  performance  criteria  --  total
shareholder  return (including reinvestment of dividends) and earnings per share
(as reported) -- measured point-to-point over the applicable performance  period
relative  to an industry peer index compiled  by the Company (the "Peer Group").
Except as specified below,  the awards under  the Program will  be based upon  a
five-year performance period. The targets under the performance formula shall be
established  by  the  Committee  before the  start  of  the  performance period;
provided, however, the  Committee may establish  targets during the  performance
period  for "Covered Employees," as defined  by, and in accordance with Internal
Revenue Service  rules and  regulations under  Section 162(m)  of the  Code.  In
addition,  the Committee, in its discretion, may establish targets for employees
other than Covered Employees  during the performance period  at a time when  the
outcome  of such performance is substantially uncertain. The performance formula
weighs each  criterion equally.  To the  extent that  the Company's  performance
exceeds the minimum of the performance range of the Peer Group in either or both
of  the performance criteria, a varying amount  of shares up to the maximum will
be earned, all as set forth in the Award Letter.

    An interim phase-in  period applies to  the 1993 awards  and is designed  to
account  for shorter performance  periods within the  full five-year period. The
1993 awards will be pro-rated as follows:  1993-94 -- 40% of awards; 1993-95  --
60%  of awards; 1993-96 -- 80% of awards;  and 1993-97 -- 100% of awards. Awards
made in 1994 and thereafter will be paid in the year following the final year of
the five-year period.

FORFEITURES AND PENALTIES:

    The Participant will  not receive any  Performance-Contingent Shares in  any
given  year if the performance  criteria set forth in  the preceding section are
not met.

NOTIFICATION OF AWARDS:

    The Award Letter, when issued by the Committee, shall specify the number  of
Performance-Contingent  Shares to be awarded to  the Participant solely upon the
attainment of the objective performance goals.

TERMINATION OF EMPLOYMENT:

    If a Participant is not employed at the end of the performance period due to
death, disability or termination of employment following a Change in Control, as
defined under the Pfizer Stock and

                                       6
<PAGE>
Incentive Plan,  a determination  of  shares payable,  if  any, to  the  Program
participant  or his  or her estate  will be made  on the basis  of the Company's
performance during the full calendar years of the performance period that elapse
before   the   employee's   termination    of   employment.   The   number    of
Performance-Contingent  Shares to be awarded  shall be determined by multiplying
the  Performance-Contingent  Shares  otherwise  awardable  by  a  fraction,  the
numerator  of  which is  the number  of years  completed during  the performance
period before termination of employment (whole or partial), and the  denominator
of which is five.

COMPLIANCE WITH SECURITIES LAWS:

    With  respect to  Eligible Employees subject  to Section 16  of the Exchange
Act, transactions under the Program are  intended to comply with all  applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent
any  provision of the Program or  action by the Program administrators involving
such Eligible Employees is deemed not to comply with an applicable condition  of
Rule  16b-3, such provision or  action shall be deemed null  and void as to such
Eligible Employees, to the extent permitted  by law and deemed advisable by  the
Program administrators.

    Moreover,  in the event the Program does not include a provision required by
Rule 16b-3 to  be stated  therein, such provision  (other than  one relating  to
eligibility  requirements or the price and amount of awards as applicable) shall
be deemed automatically to be incorporated by reference into the Program insofar
as  Eligible  Employees  subject  to   Section  16  are  concerned,  with   such
incorporation to be deemed effective as of the effective date of such Rule 16b-3
provision.

AMENDMENT OF PROGRAM:

    The material provisions of the Program may only be amended by the holders of
a majority of the shares of the Company present, or represented, and entitled to
vote  at  a meeting  duly  held in  accordance  with the  laws  of the  State of
Delaware.

ASSIGNMENT OF INTEREST:

    The Program provides  that until earned,  the Performance-Contingent  Shares
awarded  to a  Participant under  the Program  are not  subject to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge, nor  are
such  share awards subject  to the debts,  contracts, liabilities, engagement or
torts of any Participant or beneficiary, except as required by law.

TAX CONSEQUENCES OF AWARDS AND THEIR EXERCISE:

    Set forth below is a  brief summary, as of the  date of this Prospectus,  of
the principal Federal income tax consequences to participants and to the Company
of the awards provided for by the Program. Participants should consult their own
tax advisors with respect to these provisions and changes to them since the date
of  this Prospectus and with respect to the  tax treatment under the laws of any
state applicable  to them  upon receiving  an award  or transferring  of  shares
awarded under this Program.

                                       7
<PAGE>
PERFORMANCE-CONTINGENT SHARE AWARDS:

    The  tax consequences incident  to a Performance-Contingent  Share award may
vary depending on the  specific terms of  the award. Generally,  the grant of  a
Performance-Contingent  Share award  will not  result in  taxable income  to the
Participant at the time  of the grant. However,  the Participant will  recognize
taxable  income on the earlier of (i) actual receipt of compensation pursuant to
the award or (ii)  the date such compensation  is credited to the  Participant's
account, or set apart for, or otherwise made available to, the participant. Such
compensation  will not be deemed  to be taxable if  the Participant's control of
its receipt remains  subject to  substantial limitations  or restrictions  until
such  limitations or restrictions lapse. Subject to the applicable provisions of
the Code, the Company will be entitled to a tax deduction in an amount equal  to
the compensation realized by the Participant.

EMPLOYMENT TAXES:

    Where  compensation is recognized with respect  to an award earned under the
Program, income taxes (and  Social Security or other  employment taxes) will  be
withheld,  where applicable, by the Company as though cash compensation had been
paid. For this purpose, a participant may  be required to advance such taxes  to
the  Company if payroll withholding for such  taxes is not feasible or permitted
by the terms of the award.

                                 LEGAL OPINION

    The validity of the  shares of Common Stock  offered hereby has been  passed
upon  Terence J.  Gallagher, Vice  President Corporate  Governance and Assistant
Secretary for the Company.

                                    EXPERTS

    The consolidated  financial  statements and  schedules  of the  Company  and
subsidiary  companies as of December 31, 1993, 1992 and 1991 and for each of the
years then  ended,  incorporated  by  reference  herein  and  elsewhere  in  the
Registration  Statement have  been incorporated by  reference herein  and in the
Registration Statement in  reliance upon the  report of KPMG  Peat Marwick  LLP,
independent  certified public accountants, incorporated by reference herein, and
upon the  authority of  said firm  as experts  in accounting  and auditing.  The
report  of  KPMG  Peat Marwick  LLP  covering  the December  31,  1993  and 1992
consolidated financial statements refers  to the adoption  of the provisions  of
the  Financial Accounting  Standards Board's  Statement of  Financial Accounting
Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions", and Statement of Financial Accounting Standards No. 109,  "Accounting
for Income Taxes", in 1992.

    With  respect to  the unaudited  interim information  for the  periods ended
April 3, 1994 and April 4,  1993, July 3, 1994 and  July 4, 1993 and October  2,
1994  and October  3, 1993,  incorporated by  reference herein,  the independent
certified public accountants have reported that they applied limited  procedures
in  accordance with  professional standards  for a  review of  such information.
However, their separate reports included  in Pfizer's Quarterly Reports on  Form
10-Q for the quarters ended April 3, 1994, July 3, 1994 and October 2, 1994, and
incorporated    by    reference    herein,    state    that    they    did   not

                                       8
<PAGE>
audit and they do not express an opinion on that interim financial  information.
Accordingly,  the degree of reliance on their reports on such information should
be restricted in light of the  limited nature of the review procedures  applied.
The accountants are not subject to the liability provisions of section 11 of the
Securities Act, for their reports on the unaudited interim financial information
because  those  reports are  not  a "report"  or  a "part"  of  the registration
statement prepared  or  certified  by  the accountants  within  the  meaning  of
sections 7 and 11 of the Securities Act.

    *    *    *    *    *   *   *   *   *   *   *   *   *   *   *   *   *   *

                                       9
<PAGE>

                                    PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents previously filed by Pfizer Inc. (the "Company") with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated herein by reference:

          (1)  The Company's Annual Report on Form 10-K for the year ended
               December 31, 1993;

          (2)  The Company's Quarterly Reports on Form 10-Q for the periods
               ended April 2, July 3 and October 2, 1994;

          (3)  The Company's Current Reports on Form 8-K dated June 23, 1994 and
               December 13, 1994; and

          (4)  The description of the Company's Common Stock set forth in the
               Company's registration statement filed under the Exchange Act,
               including all amendments and reports updating such description.


All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall also be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.


Item 4. DESCRIPTION OF SECURITIES

        Not applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        The validity of the securities offered hereby has been passed upon by
Terence J. Gallagher, Esq., Vice President Corporate Governance and Assistant
Secretary for the Company. Mr. Gallagher also beneficially owns certain
securities of the Company, including 100 shares of common stock held jointly
with his wife and options to purchase an additional 37,524 shares of common
stock.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Pursuant to Article V, Section 1 of its By-laws, the Company shall
indemnify directors and officers who are or who have been made a party to or are
threatened to be made a party to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, to the fullest extent permitted by
applicable law as it presently exists or may hereinafter be amended (discussed
below).  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.

        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

                                      II-2

<PAGE>

corporation, against expenses (including attorneys' fees) judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, 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 reasonable 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 unless the Court determines that such
person is fairly and reasonably entitled to indemnity for such expenses as the
Court may allow.  Any such person who has been wholly successful on the merits
or otherwise in defense of any action, suit or proceeding referred to above, or
in defense of any such claim, action, suit or proceeding or with respect to any
claim, issue or matter therein, shall be indemnified against expenses (including
attorney's fees) actually and reasonably incurred by him or her in connection
therewith or resulting therefrom.  Expenses (including attorney's fees) incurred
by an officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such officer or director to repay such
amount if it is ultimately determined that he or she is not entitled to be
indemnified by the corporation.  Expenses incurred by other employees and agents
of the corporation also may be advanced to such employee or agent upon such
terms and conditions, if any, as the board of directors deems appropriate.  The
indemnification and advancement of expenses are not deemed to be exclusive of
any other rights to which those seeking indemnification or advancement or
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.


Item 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not Applicable

Item 8. EXHIBITS

EXHIBIT

  4     Pfizer Performance-Contingent Share Award Program.
  5     Opinion of Counsel re: legality.
  15    Accountants' Acknowledgement.
  23(a) Consent of Counsel is included in Exhibit 5.
  23(b) Consent of KPMG Peat Marwick LLP, independent certified public
        accountants.

Item 9. UNDERTAKINGS

        (a) The undersigned registrant 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 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 thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;

                                      II-3

<PAGE>

     (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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission 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 the purpose of determining any liability under the
Securities Act of 1933, 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 which remain unsold at the termination of
the offering.

        (b) The undersigned registrant hereby undertakes 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to 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, therefore, 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.

                                      II-4

<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 New York, State of New York, on the 12th day of
December, 1994.

                         PFIZER INC.
                         (Registrant)



                         By:      /s/ William C. Steere, Jr.
                             ------------------------------------------
                              WILLIAM C. STEERE, JR., CHAIRMAN OF THE BOARD,
                                      CHIEF EXECUTIVE OFFICER
                                      (PRINCIPAL EXECUTIVE OFFICER)


        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 dates indicated.

        SIGNATURES                       TITLE                      DATE


 /s/ William C. Steere, Jr.    Chairman of the Board, Chief   December  12, 1994
- ----------------------------
    William C. Steere, Jr.     Executive Officer, Director
                                (Principal Executive Officer)


/s/ Henry A. McKinnell, Jr.   Executive Vice President        December 12, 1994
- ---------------------------
   Henry A. McKinnell, Jr.     (Principal Financial Officer)


/s/ Herbert V. Ryan                     Controller            December 12, 1994
- ---------------------------
   Herbert V. Ryan             (Principal Accounting Officer)



/s/ Edward C. Bessey                    Director              December 12, 1994
- ---------------------------
     Edward C. Bessey


/s/ M. Anthony Burns                    Director              December 12, 1994
- ---------------------------
M. Anthony Burns


/s/ Grace J. Fippinger                  Director              December 12, 1994
- ---------------------------
    Grace J. Fippinger

                                      II-5

<PAGE>

        SIGNATURES                       TITLE                  DATE

- ----------------------------            Director              December , 1994
     George B. Harvey



/s/ Constance J. Horner                 Director              December 12, 1994
- ---------------------------
    Constance J. Horner


/s/ Stanley O. Ikenberry                Director              December 12, 1994
- ---------------------------
   Stanley O. Ikenberry


/s/ Thomas G. Labrecque                 Director              December 12, 1994
- ---------------------------
 Thomas G. Labrecque


/s/ James T. Lynn                       Director              December 12, 1994
- ---------------------------
   James T. Lynn


/s/ Paul A. Marks                       Director              December 12, 1994
- ---------------------------
   Paul A. Marks


/s/ John R. Opel                        Director              December  12, 1994
- ---------------------------
   John R. Opel


/s/ Edmund T. Pratt, Jr.                Director              December  12, 1994
- ---------------------------
   Edmund T. Pratt, Jr.


/s/ Franklin D. Raines                  Director              December  12, 1994
- ---------------------------
  Franklin D. Raines


/s/ Felix G. Rohatyn                    Director              December 12, 1994
- ---------------------------
  Felix G. Rohatyn


/s/ Jean-Paul Valles                    Director              December 12, 1994
- ---------------------------
   Jean-Paul Valles


                                      II-6

<PAGE>

                                  Exhibit Index

EXHIBIT


4      Pfizer Inc. Performance-Contingent Share Award Program

5      Opinion of Counsel re: legality

15     Accountants' Acknowledgement

23(a)  Consent of Counsel is included within Exhibit 5

23(b)  Consent of KPMG Peat Marwick LLP, independent certified public
       accountants
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 39892}]
{"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": "033-56979", "film-number": "94565472"}, "business-address": {"street1": "235 E 42ND ST", "city": "NEW YORK", "state": "NY", "zip": "10017", "phone": "2125732323"}, "former-company": {"former-conformed-name": "PFIZER CHARLES & CO INC", "date-changed": "19710908"}}
Registration No. 33-

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

                       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 or other jurisdiction                      (I.R.S. Employer
        of incorporation or organization)                  Identification No.)

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

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

             PFIZER INC. PERFORMANCE-CONTINGENT SHARE AWARD PROGRAM
                            (Full title of the Plan)

                           TERENCE J. GALLAGHER, ESQ.
                                   PFIZER INC.
                              235 EAST 42ND STREET
                          NEW YORK, NEW YORK 10017-5755
                     (Name and address of agent for service)

                                 (212) 573-2323
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
                                                                                PROPOSED
                                                            PROPOSED            MAXIMUM
                                            AMOUNT          MAXIMUM            AGGREGATE           AMOUNT OF
                                             TO BE       OFFERING PRICE         OFFERING           REGISTRATION
  TITLE OF SECURITIES TO BE REGISTERED     REGISTERED      PER SHARE (1)        PRICE (1)              FEE
- --------------------------------------------------------------------------------------------------------------
Common Stock,  $.10 par value . . .    2,000,000 shs.    $75.69            $151,380,000.00        $52,200.00

- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) based on the average of the high and low prices of
     Pfizer Inc. Common Stock on the New York Stock Exchange Composite Tape on
     December 15, 1994.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
          THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

PROSPECTUS

                                  PFIZER INC.

             PFIZER INC. PERFORMANCE-CONTINGENT SHARE AWARD PROGRAM
                                   ----------

PFIZER  INC.,  A DELAWARE  CORPORATION  (THE "COMPANY"),  IS  OFFERING 2,000,000
SHARES OF ITS COMMON STOCK, $.10 PAR  VALUE PER SHARE (THE "COMMON STOCK"),  TO
 ELIGIBLE  KEY  EMPLOYEES OF  THE  COMPANY WHO  HAVE  BEEN OR  MAY  BE GRANTED
  PERFORMANCE-CONTINGENT SHARE AWARDS (THE "PERFORMANCE-CONTINGENT  SHARES")
     PURSUANT  TO THE PFIZER INC. PERFORMANCE-CONTINGENT SHARE AWARD PROGRAM
                                (THE "PROGRAM").

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

      Pfizer Inc.'s Common Stock is listed on the New York Stock Exchange

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

THESE   SECURITIES   HAVE   NOT   BEEN   APPROVED   OR   DISAPPROVED   BY    THE
   SECURITIES   AND  EXCHANGE  COMMISSION  NOR   HAS  THE  COMMISSION  PASSED
     UPON   THE   ACCURACY   OR   ADEQUACY   OF   THIS   PROSPECTUS.    ANY
       REPRESENTATION   TO   THE   CONTRARY   IS   A   CRIMINAL  OFFENSE.

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

                The date of this Prospectus is December 20, 1994
The Company is subject to  the informational requirements of the  Securities
Exchange  Act of 1934,  as amended, and, in  accordance therewith, files reports
and  other  information  with  the  Securities  and  Exchange  Commission   (the
"Commission").  Reports,  proxy statements  and other  information filed  by the
Company with the Commission can be inspected and copied at the public  reference
facilities  maintained by the  Commission in Washington, D.C.  at Room 1024, 450
Fifth Street N.W., Washington, D.C. 20549 and at the following Regional offices:
7 World Trade Center, Suite 1300, New York, New York 10048; and 500 West Madison
Street, Suite 1400,  Chicago, Illinois  60661. Copies  of such  material can  be
obtained at prescribed rates from the Public Reference Section of the Commission
at  the previously indicated address. The Company's securities are listed on the
New York  Stock Exchange  and reports,  proxy statements  and other  information
concerning the Company can be inspected at the New York Stock Exchange, 20 Broad
St., New York, New York 10005.

    No  person  has been  authorized  to give  any  information or  to  make any
representation, other than  those contained  in this  Prospectus, in  connection
with  the offer  contained herein  and, if  given or  made, such  information or
representations must  not  be relied  upon  as  having been  authorized  by  the
Company.  Neither the delivery  of this Prospectus nor  the sale hereunder shall
under any circumstances create any implication that there has been no change  in
the affairs of the Company since the date hereof.

    The  Company has filed with the  Commission a registration statement on Form
S-8 (the "Registration Statement"), of which  this Prospectus forms a part.  Any
person  receiving  a copy  of this  Prospectus may  obtain without  charge, upon
request,  a  copy  of  the  Registration  Statement  or  any  of  the  documents
incorporated  by  reference in  the Registration  Statement, or  those documents
required to be made available pursuant to  Rule 428(b) of the Securities Act  of
1933, as amended. Requests should be directed to the Corporate Secretary, Pfizer
Inc.,  235 East 42nd  Street, New York,  New York 10017,  (212) 573-2323. All of
such documents are incorporated by reference in this Prospectus.

                                       2
TABLE OF CONTENTS
PAGE
                                                                                                             ---------
General Information........................................................................................      4
The Program................................................................................................      4
    Administration.........................................................................................      4
    Duration...............................................................................................      5
    Employees Who May Participate..........................................................................      5
    Limitations on Awards..................................................................................      5
    Purchases of Common Stock for the Program..............................................................      5
    Determination of Corporate Performance Formula.........................................................      6
    Forfeitures and Penalties..............................................................................      6
    Notification of Awards.................................................................................      6
    Termination of Employment..............................................................................      6
    Compliance With Securities Laws........................................................................      7
    Amendment of Program...................................................................................      7
    Assignment of Interest.................................................................................      7
    Tax Consequences of Awards and Their Exercise..........................................................      7
Legal Opinion..............................................................................................      8
Experts....................................................................................................      8
3
GENERAL INFORMATION

    This  Prospectus  relates  to  shares of  Common  Stock  issued  or issuable
pursuant to the Program for the Company, having its principal office at 235 East
42nd Street, New  York, New  York 10017,  telephone number  (212) 573-2323.  The
Program  was  initially adopted  by the  Board  of Directors  of the  Company in
February of 1994 and became effective upon approval of the shareholders in April
of 1994.

    The parties  to  the  Program  are  the Company  and  the  200  most  highly
compensated employees of the Company (the "Eligible Employees") who are eligible
to  be granted  the opportunity by  the Executive Compensation  Committee of the
Board of  Directors of  the  Company (the  "Committee")  to participate  in  the
Program.

    The  purpose of the Program is to promote the retention of key employees, to
compensate such  employees  based  on the  Company's  achievement  of  corporate
performance  goals and to  optimize employee motivation.  The Program emphasizes
long-term compensation values over  short-term pay opportunities and  encourages
stock  retention by  the Company's  key employees  in the  face of  stock market
fluctuations.

    This Prospectus  is not  available for  resale of  the securities  described
herein  by persons who are "affiliates" of  the Company, as that term is defined
in Rule 405 under the Securities Act of 1933, as amended (the "Securities Act").

    The Program is  not intended  to be qualified  under Section  401(a) of  the
Internal  Revenue Code and  is not subject  to the provisions  of the Employment
Retirement Income Security Act of 1974.

                                  THE PROGRAM

ADMINISTRATION:

    Subject to the  provisions of the  Program, the Committee  is authorized  to
promulgate  such rules and regulations, to  make such determinations and to take
such action  as  it determines  to  be necessary  or  advisable for  the  proper
administration  of the  Program. In  addition, the  Committee has  the exclusive
authority to determine which Eligible Employees,  if any, are to be granted  the
opportunity  to earn Performance-Contingent Shares,  the preestablishment of the
targets under  the performance  formula,  the number  of  Performance-Contingent
Shares to be awarded, and the terms and conditions thereof.

    The  members of the  Committee shall consist  solely of two  or more outside
directors, within the meaning of Section 162(m) of the Internal Revenue Code  of
1986,  as amended (the "Code"), and who meet the test of disinterested directors
within the meaning  of Section  16b-3(d)(3) of  the Securities  Exchange Act  of
1934,  as amended (the "Exchange Act"). The members of the Committee are elected
annually by the Board of Directors of the Company. The Board may, by  resolution
passed  by a  majority of  the whole  Board, remove  any member  and designate a
qualified director as a replacement member of the Committee.

                                       4
The members of the Committee presently are:
NAME                POSITION WITH COMPANY
- --------------------------  ----------------------------
M. Anthony Burns            Director
Thomas G. Labrecque         Director
John R. Opel                Director
Eligible Employees may contact the  Corporate Secretary of the Company,  235
East  42nd Street, New York, New York 10017, (212) 573-2323 to obtain additional
information about the Program and the Committee.

DURATION:

    It is  anticipated  that  the  Program  will  remain  in  effect  until  all
Performance-Contingent  Shares  authorized to  be issued  under the  Program are
awarded.

EMPLOYEES WHO MAY PARTICIPATE:

    The 200 most highly compensated employees of the Company are eligible to  be
granted  the opportunity by the  Committee to earn Performance-Contingent Shares
based upon  the Company's  achievement  of predetermined  corporate  performance
goals  over a  five-year period  except for  the 1993  awards which  provide for
shorter  performance  periods.  The  Eligible  Employees  may  be  granted   the
opportunity  by the Committee to participate in the Program. The Committee shall
select  an  Eligible   Employee  for  participation   under  the  Program   (the
"Participant")  by  delivering  to such  employee,  prior  to the  start  of the
applicable five-year performance period or within the period described below  in
the  Section entitled "Determination of Corporate Performance Formula", an award
letter that  specifies  the  objective  performance  goals  and  the  number  of
Performance-Contingent  Shares to be awarded solely  upon the attainment of such
goals (the "Award Letter").

LIMITATIONS ON AWARDS:

    The total number of  Performance-Contingent Shares to  be awarded under  the
Program  is limited to 10  million shares. No Eligible  Employee will be granted
Performance-Contingent Shares  for more  than 100,000  shares of  the  Company's
Common Stock in any year. The maximum number of Performance-Contingent Shares to
be  awarded will be determined by the Committee  each year prior to the start of
the corporate performance  period or within  the period described  below in  the
Section  entitled "Determination of Corporate  Performance Formula" and shall be
set forth in the Award Letter provided to each Participant.

PURCHASES OF COMMON STOCK FOR THE PROGRAM:

    The Company is  authorized to  make purchases of  Common Stock  in the  open
market or from the Company if treasury stock or authorized but unissued stock is
made  available by  the Company for  such purchase,  or from the  trustee of any
trust established by  the Company for  the purpose of  satisfying the  Company's
obligations  for the issuance of Common Stock under the Program. If Common Stock
is purchased from the Company, or from such trustee, its price shall be the mean

                                       5
between the highest and lowest prices at  which the stock was traded on the  New
York  Stock Exchange  on the  day of  purchase or,  if not  so traded,  the mean
between the closing bid and asked price  thereof on such Exchange on the day  of
purchase.  The Committee may also purchase such  stock from private sources at a
cost not in excess of that at which  such stock is available on the market.  Any
usual  and customary brokerage fees resulting  from the purchase of Common Stock
under the Program shall be paid by the Company.

DETERMINATION OF CORPORATE PERFORMANCE FORMULA:

    Awards of Performance-Contingent Shares are determined by a pre-established,
non-discretionary  formula  comprised  of  two  performance  criteria  --  total
shareholder  return (including reinvestment of dividends) and earnings per share
(as reported) -- measured point-to-point over the applicable performance  period
relative  to an industry peer index compiled  by the Company (the "Peer Group").
Except as specified below,  the awards under  the Program will  be based upon  a
five-year performance period. The targets under the performance formula shall be
established  by  the  Committee  before the  start  of  the  performance period;
provided, however, the  Committee may establish  targets during the  performance
period  for "Covered Employees," as defined  by, and in accordance with Internal
Revenue Service  rules and  regulations under  Section 162(m)  of the  Code.  In
addition,  the Committee, in its discretion, may establish targets for employees
other than Covered Employees  during the performance period  at a time when  the
outcome  of such performance is substantially uncertain. The performance formula
weighs each  criterion equally.  To the  extent that  the Company's  performance
exceeds the minimum of the performance range of the Peer Group in either or both
of  the performance criteria, a varying amount  of shares up to the maximum will
be earned, all as set forth in the Award Letter.

    An interim phase-in  period applies to  the 1993 awards  and is designed  to
account  for shorter performance  periods within the  full five-year period. The
1993 awards will be pro-rated as follows:  1993-94 -- 40% of awards; 1993-95  --
60%  of awards; 1993-96 -- 80% of awards;  and 1993-97 -- 100% of awards. Awards
made in 1994 and thereafter will be paid in the year following the final year of
the five-year period.

FORFEITURES AND PENALTIES:

    The Participant will  not receive any  Performance-Contingent Shares in  any
given  year if the performance  criteria set forth in  the preceding section are
not met.

NOTIFICATION OF AWARDS:

    The Award Letter, when issued by the Committee, shall specify the number  of
Performance-Contingent  Shares to be awarded to  the Participant solely upon the
attainment of the objective performance goals.

TERMINATION OF EMPLOYMENT:

    If a Participant is not employed at the end of the performance period due to
death, disability or termination of employment following a Change in Control, as
defined under the Pfizer Stock and

                                       6
Incentive Plan,  a determination  of  shares payable,  if  any, to  the  Program
participant  or his  or her estate  will be made  on the basis  of the Company's
performance during the full calendar years of the performance period that elapse
before   the   employee's   termination    of   employment.   The   number    of
Performance-Contingent  Shares to be awarded  shall be determined by multiplying
the  Performance-Contingent  Shares  otherwise  awardable  by  a  fraction,  the
numerator  of  which is  the number  of years  completed during  the performance
period before termination of employment (whole or partial), and the  denominator
of which is five.

COMPLIANCE WITH SECURITIES LAWS:

    With  respect to  Eligible Employees subject  to Section 16  of the Exchange
Act, transactions under the Program are  intended to comply with all  applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent
any  provision of the Program or  action by the Program administrators involving
such Eligible Employees is deemed not to comply with an applicable condition  of
Rule  16b-3, such provision or  action shall be deemed null  and void as to such
Eligible Employees, to the extent permitted  by law and deemed advisable by  the
Program administrators.

    Moreover,  in the event the Program does not include a provision required by
Rule 16b-3 to  be stated  therein, such provision  (other than  one relating  to
eligibility  requirements or the price and amount of awards as applicable) shall
be deemed automatically to be incorporated by reference into the Program insofar
as  Eligible  Employees  subject  to   Section  16  are  concerned,  with   such
incorporation to be deemed effective as of the effective date of such Rule 16b-3
provision.

AMENDMENT OF PROGRAM:

    The material provisions of the Program may only be amended by the holders of
a majority of the shares of the Company present, or represented, and entitled to
vote  at  a meeting  duly  held in  accordance  with the  laws  of the  State of
Delaware.

ASSIGNMENT OF INTEREST:

    The Program provides  that until earned,  the Performance-Contingent  Shares
awarded  to a  Participant under  the Program  are not  subject to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge, nor  are
such  share awards subject  to the debts,  contracts, liabilities, engagement or
torts of any Participant or beneficiary, except as required by law.

TAX CONSEQUENCES OF AWARDS AND THEIR EXERCISE:

    Set forth below is a  brief summary, as of the  date of this Prospectus,  of
the principal Federal income tax consequences to participants and to the Company
of the awards provided for by the Program. Participants should consult their own
tax advisors with respect to these provisions and changes to them since the date
of  this Prospectus and with respect to the  tax treatment under the laws of any
state applicable  to them  upon receiving  an award  or transferring  of  shares
awarded under this Program.

                                       7
PERFORMANCE-CONTINGENT SHARE AWARDS:

    The  tax consequences incident  to a Performance-Contingent  Share award may
vary depending on the  specific terms of  the award. Generally,  the grant of  a
Performance-Contingent  Share award  will not  result in  taxable income  to the
Participant at the time  of the grant. However,  the Participant will  recognize
taxable  income on the earlier of (i) actual receipt of compensation pursuant to
the award or (ii)  the date such compensation  is credited to the  Participant's
account, or set apart for, or otherwise made available to, the participant. Such
compensation  will not be deemed  to be taxable if  the Participant's control of
its receipt remains  subject to  substantial limitations  or restrictions  until
such  limitations or restrictions lapse. Subject to the applicable provisions of
the Code, the Company will be entitled to a tax deduction in an amount equal  to
the compensation realized by the Participant.

EMPLOYMENT TAXES:

    Where  compensation is recognized with respect  to an award earned under the
Program, income taxes (and  Social Security or other  employment taxes) will  be
withheld,  where applicable, by the Company as though cash compensation had been
paid. For this purpose, a participant may  be required to advance such taxes  to
the  Company if payroll withholding for such  taxes is not feasible or permitted
by the terms of the award.

                                 LEGAL OPINION

    The validity of the  shares of Common Stock  offered hereby has been  passed
upon  Terence J.  Gallagher, Vice  President Corporate  Governance and Assistant
Secretary for the Company.

                                    EXPERTS

    The consolidated  financial  statements and  schedules  of the  Company  and
subsidiary  companies as of December 31, 1993, 1992 and 1991 and for each of the
years then  ended,  incorporated  by  reference  herein  and  elsewhere  in  the
Registration  Statement have  been incorporated by  reference herein  and in the
Registration Statement in  reliance upon the  report of KPMG  Peat Marwick  LLP,
independent  certified public accountants, incorporated by reference herein, and
upon the  authority of  said firm  as experts  in accounting  and auditing.  The
report  of  KPMG  Peat Marwick  LLP  covering  the December  31,  1993  and 1992
consolidated financial statements refers  to the adoption  of the provisions  of
the  Financial Accounting  Standards Board's  Statement of  Financial Accounting
Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions", and Statement of Financial Accounting Standards No. 109,  "Accounting
for Income Taxes", in 1992.

    With  respect to  the unaudited  interim information  for the  periods ended
April 3, 1994 and April 4,  1993, July 3, 1994 and  July 4, 1993 and October  2,
1994  and October  3, 1993,  incorporated by  reference herein,  the independent
certified public accountants have reported that they applied limited  procedures
in  accordance with  professional standards  for a  review of  such information.
However, their separate reports included  in Pfizer's Quarterly Reports on  Form
10-Q for the quarters ended April 3, 1994, July 3, 1994 and October 2, 1994, and
incorporated    by    reference    herein,    state    that    they    did   not

                                       8
audit and they do not express an opinion on that interim financial  information.
Accordingly,  the degree of reliance on their reports on such information should
be restricted in light of the  limited nature of the review procedures  applied.
The accountants are not subject to the liability provisions of section 11 of the
Securities Act, for their reports on the unaudited interim financial information
because  those  reports are  not  a "report"  or  a "part"  of  the registration
statement prepared  or  certified  by  the accountants  within  the  meaning  of
sections 7 and 11 of the Securities Act.

    *    *    *    *    *   *   *   *   *   *   *   *   *   *   *   *   *   *

                                       9
PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents previously filed by Pfizer Inc. (the "Company") with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated herein by reference:

          (1)  The Company's Annual Report on Form 10-K for the year ended
               December 31, 1993;

          (2)  The Company's Quarterly Reports on Form 10-Q for the periods
               ended April 2, July 3 and October 2, 1994;

          (3)  The Company's Current Reports on Form 8-K dated June 23, 1994 and
               December 13, 1994; and

          (4)  The description of the Company's Common Stock set forth in the
               Company's registration statement filed under the Exchange Act,
               including all amendments and reports updating such description.

All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall also be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.

Item 4. DESCRIPTION OF SECURITIES

        Not applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        The validity of the securities offered hereby has been passed upon by
Terence J. Gallagher, Esq., Vice President Corporate Governance and Assistant
Secretary for the Company. Mr. Gallagher also beneficially owns certain
securities of the Company, including 100 shares of common stock held jointly
with his wife and options to purchase an additional 37,524 shares of common
stock.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Pursuant to Article V, Section 1 of its By-laws, the Company shall
indemnify directors and officers who are or who have been made a party to or are
threatened to be made a party to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, to the fullest extent permitted by
applicable law as it presently exists or may hereinafter be amended (discussed
below).  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.

        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

                                      II-2
corporation, against expenses (including attorneys' fees) judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, 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 reasonable 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 unless the Court determines that such
person is fairly and reasonably entitled to indemnity for such expenses as the
Court may allow.  Any such person who has been wholly successful on the merits
or otherwise in defense of any action, suit or proceeding referred to above, or
in defense of any such claim, action, suit or proceeding or with respect to any
claim, issue or matter therein, shall be indemnified against expenses (including
attorney's fees) actually and reasonably incurred by him or her in connection
therewith or resulting therefrom.  Expenses (including attorney's fees) incurred
by an officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such officer or director to repay such
amount if it is ultimately determined that he or she is not entitled to be
indemnified by the corporation.  Expenses incurred by other employees and agents
of the corporation also may be advanced to such employee or agent upon such
terms and conditions, if any, as the board of directors deems appropriate.  The
indemnification and advancement of expenses are not deemed to be exclusive of
any other rights to which those seeking indemnification or advancement or
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not Applicable

Item 8. EXHIBITS

EXHIBIT

  4     Pfizer Performance-Contingent Share Award Program.
  5     Opinion of Counsel re: legality.
  15    Accountants' Acknowledgement.
  23(a) Consent of Counsel is included in Exhibit 5.
  23(b) Consent of KPMG Peat Marwick LLP, independent certified public
        accountants.

Item 9. UNDERTAKINGS

        (a) The undersigned registrant 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 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 thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;

                                      II-3
(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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission 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 the purpose of determining any liability under the
Securities Act of 1933, 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 which remain unsold at the termination of
the offering.

        (b) The undersigned registrant hereby undertakes 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to 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, therefore, 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.

                                      II-4
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 New York, State of New York, on the 12th day of
December, 1994.

                         PFIZER INC.
                         (Registrant)

                         By:      /s/ William C. Steere, Jr.
                             ------------------------------------------
                              WILLIAM C. STEERE, JR., CHAIRMAN OF THE BOARD,
                                      CHIEF EXECUTIVE OFFICER
                                      (PRINCIPAL EXECUTIVE OFFICER)

        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 dates indicated.

        SIGNATURES                       TITLE                      DATE

 /s/ William C. Steere, Jr.    Chairman of the Board, Chief   December  12, 1994
- ----------------------------
    William C. Steere, Jr.     Executive Officer, Director
                                (Principal Executive Officer)

/s/ Henry A. McKinnell, Jr.   Executive Vice President        December 12, 1994
- ---------------------------
   Henry A. McKinnell, Jr.     (Principal Financial Officer)

/s/ Herbert V. Ryan                     Controller            December 12, 1994
- ---------------------------
   Herbert V. Ryan             (Principal Accounting Officer)

/s/ Edward C. Bessey                    Director              December 12, 1994
- ---------------------------
     Edward C. Bessey

/s/ M. Anthony Burns                    Director              December 12, 1994
- ---------------------------
M. Anthony Burns

/s/ Grace J. Fippinger                  Director              December 12, 1994
- ---------------------------
    Grace J. Fippinger

                                      II-5
SIGNATURES                       TITLE                  DATE

- ----------------------------            Director              December , 1994
     George B. Harvey

/s/ Constance J. Horner                 Director              December 12, 1994
- ---------------------------
    Constance J. Horner

/s/ Stanley O. Ikenberry                Director              December 12, 1994
- ---------------------------
   Stanley O. Ikenberry

/s/ Thomas G. Labrecque                 Director              December 12, 1994
- ---------------------------
 Thomas G. Labrecque

/s/ James T. Lynn                       Director              December 12, 1994
- ---------------------------
   James T. Lynn

/s/ Paul A. Marks                       Director              December 12, 1994
- ---------------------------
   Paul A. Marks

/s/ John R. Opel                        Director              December  12, 1994
- ---------------------------
   John R. Opel

/s/ Edmund T. Pratt, Jr.                Director              December  12, 1994
- ---------------------------
   Edmund T. Pratt, Jr.

/s/ Franklin D. Raines                  Director              December  12, 1994
- ---------------------------
  Franklin D. Raines

/s/ Felix G. Rohatyn                    Director              December 12, 1994
- ---------------------------
  Felix G. Rohatyn

/s/ Jean-Paul Valles                    Director              December 12, 1994
- ---------------------------
   Jean-Paul Valles

                                      II-6
Exhibit Index

EXHIBIT

4      Pfizer Inc. Performance-Contingent Share Award Program

5      Opinion of Counsel re: legality

15     Accountants' Acknowledgement

23(a)  Consent of Counsel is included within Exhibit 5

23(b)  Consent of KPMG Peat Marwick LLP, independent certified public
       accountants