As filed with the Securities and Exchange Commission on April 22, 1999
                         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)

                                   ==========

                      PFIZER INC. STOCK AND INCENTIVE 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 Services)

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

                                   ==========

                         CALCULATION OF REGISTRATION FEE

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

<TABLE>
<CAPTION>
 TITLE OF SECURITIES TO BE     AMOUNT TO BE     PROPOSED MAXIMUM     PROPOSED MAXIMUM          AMOUNT OF
        REGISTERED              REGISTERED     OFFERING PRICE PER   AGGREGATE OFFERING     REGISTRATION FEE
                                                     SHARE 1              PRICE 1
-----------------------------------------------------------------------------------------------------------
<S>                           <C>                 <C>                 <C>                   <C>
Common Stock, $.05            55,000,000 shs.     $119.4375           $6,569,062,500.00     $1,826,199.38
par value

</TABLE>

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

----------
1 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 April __, 1999, as reported in The Wall Street Journal.

* The Contents of Registration  Statement No.  333-50899  relating to the Pfizer
Inc.  Stock  and  Incentive  Plan  are   incorporated  by  reference  into  this
Registration Statement.

<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, 1998,

     o  all  other  reports  we  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  and any amendment or report filed to update such description.

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

        The  validity  of the  securities  has been  passed  upon by Margaret M.
Foran,  Esq., Senior Corporate Counsel and Assistant  Secretary for the Company.
Ms. Foran  beneficially  owns Common Stock and options to purchase  Common Stock
granted under the Pfizer Inc. Stock and Incentive Plan.

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 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.

<PAGE>


ITEM 8. EXHIBITS

EXHIBIT

4 --    Stock and Incentive Plan, as amended April 22, 1999.

5 --    Opinion and Consent of Margaret M. Foran, Esq., Senior Corporate Counsel
        and  Assistant  Secretary.

23(b)-- Consent of KPMG 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 22nd day of April, 1999.

                                           Pfizer Inc.

                                           Registrant

                                           By:     /S/WILLIAM C. STEERE, JR.
                                              ----------------------------------
Dated: April 22, 1999                              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.

<TABLE>
<CAPTION>

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



<S>                          <C>                                          <C> 
/S/WILLIAM C. STEERE, JR.    Chairman of the Board, Director              April 22, 1999
-------------------------    (Principal Executive Officer)
(William C. Steere, Jr.) 



/S/DAVID L. SHEDLARZ         Senior Vice President and Chief Financial    April 22, 1999
-------------------------    Officer (Principal Financial Officer)
(David L. Shedlarz)      



/S/HERBERT V. RYAN           Vice President - Controller (Principal       April 22, 1999
-------------------------    Accounting Officer)
(Herbert V. Ryan)        



/S/MICHAEL S. BROWN          Director                                     April 22, 1999
-------------------------
(Michael S. Brown)



/S/M. ANTHONY BURNS          Director                                     April 22, 1999
-------------------------
(M. Anthony Burns)



/S/W. DON CORNWELL           Director                                     April 22, 1999
-------------------------
(W. Don Cornwell)

                                       3

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


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

<S>                          <C>                                          <C> 
/S/GEORGE B. HARVEY          Director                                     April 22, 1999
-------------------------
(George B. Harvey)



/S/CONSTANCE J. HORNER       Director                                     April 22, 1999
-------------------------
(Constance J. Horner)



/S/STANLEY O. IKENBERRY      Director                                     April 22, 1999
-------------------------
(Stanley O. Ikenberry)



/S/HARRY P. KAMEN            Director                                     April 22, 1999
-------------------------
(Harry P. Kamen)



/S/THOMAS G. LABRECQUE       Director                                     April 22, 1999
-------------------------
(Thomas G. Labrecque)



/S/DANA G. MEAD              Director                                     April 22, 1999
-------------------------
(Dana G. Mead)



/S/HENRY A. MCKINNELL        Executive Vice President and Director        April 22, 1999
-------------------------
(Henry A. McKinnell)



/S/JOHN F. NIBLACK           Executive Vice President and Director        April 22, 1999
-------------------------
(John F. Niblack)



/S/FRANKLIN D. RAINES        Director
-------------------------
(Franklin D. Raines)                                                      April 22, 1999


/S/RUTH J. SIMMONS           Director                                     April 22, 1999
-------------------------
(Ruth J. Simmons)



/S/JEAN-PAUL VALLES          Director                                     April 22, 1999
-------------------------
(Jean-Paul Valles)

</TABLE>

                                       4

<PAGE>

                                  EXHIBIT INDEX

EXHIBIT

4 --    Stock and Incentive Plan, as amended April 22, 1999.

5 --    Opinion and Consent of Margaret M. Foran, Esq., Senior Corporate Counsel
        and Assistant Secretary.

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

                                       5

<PAGE>

                                                                       EXHIBIT 4

                                   PFIZER INC
                            STOCK AND INCENTIVE PLAN
                       (AS AMENDED THROUGH APRIL 22, 1999)

1.       PURPOSE

         The purpose of the Stock and Incentive Plan (known as the "Stock Option
and Incentive Plan of 1965 as amended"  prior to the 1980 amendment  thereof and
hereinafter  called the "Plan") is to furnish a material  incentive to employees
of the Company and its  subsidiaries by making available to them the benefits of
a larger  Common  Stock  ownership  in the  Company  through  stock  options and
otherwise.  It is believed that these increased  incentives will not only induce
the continued service of employees but will also stimulate their efforts towards
the continued success of the Company and its subsidiaries,  as well as assist in
the  recruitment of new employees.  Nothing in the Plan shall  interfere with or
limit in any way the right of the Company or any  subsidiary  to  terminate  any
participant's  employment at any time, nor confer upon any participant any right
to continue in the employ of the Company or any  subsidiary.  No employee  shall
have the right to be  selected  to receive an option or other  award  under this
Plan or having been so selected,  to be selected to receive a future award grant
or option.  Neither  the award nor any  benefits  arising out of this Plan shall
constitute part of a participant's  employment  contract with the Company or any
subsidiary  and,  accordingly,  this  Plan  and the  benefits  hereunder  may be
terminated  at any time in the  sole and  exclusive  discretion  of the  Company
without  giving rise to liability  on the part of the Company or any  subsidiary
for severance payments.

2.       ADMINISTRATION

         Except to the extent  otherwise  provided  in Section 4 and Section 15,
the Plan shall be  administered  by the  Employee  Compensation  and  Management
Development   Committee,   which  shall  make,  in  its  sole  discretion,   all
determinations arising in the administration,  construction or interpretation of
the Plan  including  the right to construe  disputed or doubtful  Plan terms and
provisions,  and any such  determination  shall be conclusive and binding on all
persons, except as otherwise provided by law.

3.       TOTAL NUMBER OF SHARES

         Subject to the  provisions of Section 6(g), the maximum amount of stock
which may be issued under the Plan is 393,000,000* shares of the Common Stock of
the Company  (comprised of 24,000,000*  shares  authorized in 1965,  24,000,000*
shares authorized in 1969,  24,000,000** shares authorized in 1972, 24,000,000**
shares authorized in 1975, 24,000,000** shares authorized in 1980, 40,000,000***
shares   authorized   in  1983,   44,000,000***   shares   authorized  in  1986,
44,000,000***  shares  authorized in 1989,  44,000,000****  shares authorized in
1992, 46,000,000***** shares authorized in 1996 and 55,000,000 shares authorized
in 1999). No participant shall be granted (i) options which would result in such
participant  receiving  more than 480,000*  shares of the total number of shares
authorized  in 1965,  more than  480,000*  shares of the total  number of shares
authorized in 1969, or more than 480,000**  shares of the total number of shares
authorized  in 1972,  or (ii)  options  or  awards  which  would  result in such
participant  receiving more than 480,000**  shares of the total number of shares
authorized  in 1975,  more than  800,000**  shares of the total number of shares
authorized in 1980,  more than  800,000***  shares of the total number of shares
authorized in 1983, more than 1,200,000***  shares of the total number of shares
authorized in 1986, more than 1,200,000***  shares of the total number of shares
authorized in 1989, more than 1,200,000**** shares of the total number of shares
authorized  in 1992,  more than  1,200,000*****  shares  of the total  number of

<PAGE>


shares  authorized in 1996, or more than 1,500,000 shares of the total number of
shares authorized in 1999, or (iii) any option,  stock award or performance unit
award which  would  result in  ownership  by such  participant  of more than ten
percent of the stock of the  Company  within the  meaning of Section  422 of the
Internal Revenue Code, or (iv) any incentive stock option, as defined in Section
422 of the Internal  Revenue Code,  granted after December 31, 1986, which would
result in such  participant  receiving a grant of  incentive  stock  options for
stock that would have an  aggregate  fair  market  value in excess of  $100,000,
determined as of the time that the option is granted,  that would be exercisable
for the first time by such participant  during any calendar year. No option with
respect to any  shares  authorized  in 1975 shall be granted to the extent  that
shares authorized in 1972 are available therefor,  or with respect to any shares
authorized  in 1980 to the  extent  that  shares  authorized  in 1972 or  shares
authorized  in 1975  are  available  therefor,  or with  respect  to any  shares
authorized in 1983 to the extent that shares  authorized  in 1972,  1975 or 1980
are available therefor,  or with respect to any shares authorized in 1986 to the
extent  that  shares  authorized  in  1972,  1975,  1980 or 1983  are  available
therefor,  or with respect to any shares  authorized  in 1989 to the extent that
shares authorized in 1972, 1975, 1980, 1983, or 1986 are available therefor,  or
with  respect  to any  shares  authorized  in 1992  to the  extent  that  shares
authorized in 1972,  1975,  1980,  1983, 1986 or 1989 are available  therefor or
with  respect  to any  shares  authorized  in 1996  to the  extent  that  shares
authorized  in 1972,  1975,  1980,  1983,  1986,  1989,  or 1992  are  available
therefor,  or with respect to any shares  authorized  in 1999 to the extent that
shares  authorized in 1972,  1975,  1980,  1983,  1986,  1989, 1992, or 1996 are
available  therefor.  With respect to all options and stock awards granted on or
after  January 1, 1972,  the records of the Company  shall specify the number of
shares  authorized in 1965, the number of shares  authorized in 1969, the number
of shares  authorized  in 1972,  the number of shares  authorized  in 1975,  the
number of shares  authorized in 1980,  the number of shares  authorized in 1983,
the number of shares  authorized  in 1986,  the number of shares  authorized  in
1989, the number of shares  authorized in 1992, the number of shares  authorized
in 1996 and the number of shares  authorized  in 1999 covered by such options or
awards.  None of the shares  authorized in 1965, 1969 or 1972 shall be available
for stock awards.

----------

*        Adjusted for the  three-for-one  stock split in 1970,  the  two-for-one
         stock  split  in  1983,  the  two-for-one  stock  split  in  1991,  the
         two-for-one  stock split in 1995,  and the  two-for-one  stock split in
         1997.

**       Adjusted for the two-for-one stock split in 1983, the two-for-one stock
         split in 1991, the two-for-one stock split in 1995, and the two-for-one
         stock split in 1997.

***      Adjusted for the two-for-one stock split in 1991, the two-for-one stock
         split in 1995, and the two-for-one stock split in 1997.

****     Adjusted for the  two-for-one  stock split in 1995 and the  two-for-one
         stock split in 1997.

*****    Adjusted for the two-for-one stock split in 1997.

                                       2

<PAGE>

4.       PARTICIPATION IN PLAN

         a. Employees: All employees of the Company or its subsidiaries shall be
eligible  to  participate  in  this  Plan.  From  time  to  time,  the  Employee
Compensation and Management  Development Committee shall determine the employees
who shall be  granted  options  under the Plan,  the  number of shares of Common
Stock to be optioned to each such  employee,  and whether such options  shall be
"incentive  stock  options"  as defined in Section 422 of the  Internal  Revenue
Code,  non-qualified  stock options,  or Tandem Options as defined  herein;  and
shall determine the individual employees who shall be granted stock appreciation
rights  under the Plan  pursuant  to Section 7; and who shall be awarded  shares
under the Plan  pursuant to Section 8, as well as the number of shares of Common
Stock to be so awarded,  and the restrictions,  if any, to be placed thereon and
who shall be granted  performance unit awards under the Plan pursuant to Section
9 and tandem  awards under the Plan pursuant to Section 10;  provided,  however,
that in the case of employees who are also  directors of the Company or officers
of the Company in categories designated by the Executive Compensation Committee,
the  Executive  Compensation  Committee  shall  make these  determinations;  and
provided  further,  that the  Executive  Compensation  Committee,  or such other
Committee as the Board of Directors may appoint,  shall make all  determinations
with respect to all stock  appreciation  rights that are  exercisable in cash or
partly  in stock and  partly in cash and with  respect  to all  options  related
thereto.

         b.  Ineligible  Persons:  For any and all purposes under this Plan, the
term "employee"  shall not include a person hired as an independent  contractor,
leased employee,  consultant or a person otherwise  designated by the Company at
the time of hire as not eligible to participate in or receive benefits under the
Plan,  even  if such  ineligible  person  is  subsequently  determined  to be an
"employee" by any governmental or judicial authority.

5.       TERM OF PLAN

         No option with respect to shares  authorized  in or prior to 1969 under
this Plan shall be granted  pursuant to this Plan after  December 31,  1978,  no
option with respect to shares  authorized  in 1972 shall be granted  pursuant to
this Plan after December 31, 1992, no option,  stock appreciation right or stock
award,  with respect to shares  authorized in 1975 shall be granted  pursuant to
this Plan after December 31, 1992, no option,  stock  appreciation  right, stock
award,  performance unit award or tandem award with respect to shares authorized
in 1980 shall be granted  pursuant  to this Plan after  December  31,  1992,  no
option, stock appreciation right, stock award,  performance unit award or tandem
award with  respect to shares  authorized  in 1983 shall be granted  pursuant to
this Plan after December 31, 1992, no option,  stock  appreciation  right, stock
award,  performance unit award or tandem award with respect to shares authorized
in 1986 shall be granted  pursuant  to this Plan after  December  31,  1995,  no
option, stock appreciation right, stock award,  performance unit award or tandem
award with  respect to shares  authorized  in 1989 shall be granted  pursuant to
this Plan after December 31, 1998, no option,  stock  appreciation  right, stock
award,  performance unit award or tandem award with respect to shares authorized
in 1992 shall be granted  pursuant  to this Plan after  December  31,  2001,  no
option, stock appreciation right, stock award,  performance unit award or tandem
award with  respect to shares  authorized  in 1996 shall be granted  pursuant to
this Plan after December 31, 2005, no option,  stock  appreciation  right, stock
award,  performance unit award or tandem award with respect to shares authorized
in 1999 shall be granted  pursuant to this Plan after  December  31,  2008,  but
options,  stock appreciation rights,  performance unit awards, tandem awards and
restrictions on awards may extend beyond such dates.

                                       3

<PAGE>


6.       TERMS AND CONDITIONS OF OPTIONS

         All options under the Plan shall be subject to the following  terms and
conditions:

         (a) Option Price. The option price per share shall be not less than the
fair  market  value of the Common  Stock on the date the option is  granted,  as
determined  by the  Committee in accordance  with  applicable  provisions of the
Internal   Revenue  Code  and  Treasury   Department   rulings  and  regulations
thereunder.

         (b) Number of Shares.  The option  shall  state the number of shares of
Common Stock covered thereby.

         (c) Payment. At the time of the exercise of the option the option price
shall be payable in cash and/or, if the option so provides,  in shares of Common
Stock  valued  at the  market  price at the time the  option is  exercised.  The
Committee may in its discretion  require or permit  payroll  deductions or other
suitable means to enable  optionees to accumulate  sufficient  funds to exercise
their options and pay the option price.

         (d) Term of Option.  An incentive  stock  option shall  provide that it
shall not be  exercisable  after the  expiration of ten years from the date such
option is  granted.  A  non-qualified  option  may be  exercisable  for a period
greater than ten years if so provided in the terms of the option.

         (e)  Exercise of Option.  No option may be  exercised  during the first
year of its  term or such  longer  period  as may be  specified  in the  option;
provided, however, in the event of a "Change of Control" of the Company, as that
term is defined  in  Section  11(e),  the Board may in its  discretion  make any
options  that  are not yet  exercisable  immediately  exercisable,  and  further
provided the Committee may in its  discretion  make any options that are not yet
exercisable  immediately exercisable in cases where (i) an optionee's employment
is to be terminated  due to a divestiture  or downsizing of a business,  (ii) in
the  case of a  retiring  optionee  who  holds  options  with  extended  vesting
provisions, or (iii) otherwise,  where the Committee determines that such action
is appropriate to prevent inequities with respect to an optionee. Thereafter, an
optionee,  subject to the terms of the option,  may exercise the option in whole
at any time or in part from time to time either by giving written notice thereof
addressed to the  Treasurer of the Company,  or by using other methods of notice
as the Committee  shall adopt,  specifying  the number of shares to be purchased
and accompanied by payment of the option price therefor.  In the event of death,
the  person  designated  in the  optionee's  Will,  or in the  absence  of  such
designation,   the  legal   representative  of  an  optionee,   or  if  a  legal
representative of the optionee has not been appointed,  the optionee's surviving
spouse, may in like manner exercise the option provided the same was exercisable
by the  optionee  at the time of his death,  but such  privilege  shall  expire,
subject to Section 6(d) and 6(f) (iii)  hereof,  one year after the death of the
optionee; provided, however, in any event that if the option is not exercised by
the last day in which it is  exercisable,  the option shall be exercised and the
proceeds paid to the deceased optionee's estate.

         (f)  Termination  of Option.  The option,  to the extent not exercised,
shall  terminate  upon its  expiration as set forth in Section 6(d) hereof,  its
surrender as set forth in Section 11(c)  hereof,  or upon breach by the optionee
of any  provision of the option,  or when the optionee  ceases to be an employee
for  any  reason  including  retirement,  whichever  event  shall  first  occur;
provided, however, that with respect to options granted during and subsequent to
August 1997 which are  otherwise  exercisable  in  accordance  with Section 6(e)
hereof on the date of termination of employment, three months after the optionee
ceases to be an employee for any reason including  retirement,  however,  if the
option so provides,  the Committee in its  discretion may permit the optionee to
exercise  the  option  for  reasons  of  hardship  up  to  twelve  months  after

                                       4

<PAGE>


termination,  assuming that the option was otherwise exercisable; further except
that,  subject to Section 6(d) hereof (i) the  optionee,  if his  employment  is
terminated as a result of a disability,  and provided the option was exercisable
at the time of  termination  of  employment,  may elect to exercise  the option,
subject  to  Section  6(e)  hereof,  within  twelve  months  after  the  date of
termination,  (ii) in the event of his death while an employee, the option shall
terminate  as  provided  in  Section  6(e)  hereof,  and  (iii)  notwithstanding
subsections (i) and (ii) above, if the option so provides, in the event that the
optionee has retired or is eligible for retirement  under Sections 4a., b. or d.
of the  Company's  Retirement  Annuity  Plan, or as the same may be amended from
time to time, or under any pension or retirement  plan maintained by the Company
or any of its subsidiaries,  the optionee,  or in the event of death, the person
designated in the optionee's  Will, or in the absence of such  designation,  the
legal  representative  of such  optionee,  or if a legal  representative  of the
optionee has not been appointed,  the optionee's  surviving spouse, may elect to
exercise  the  option  at any time  until  such  option  expires  by its  terms;
provided,  however, in any event that if the option is not exercised by the last
day in which it is  exercisable,  the option shall be exercised and the proceeds
paid to the deceased  optionee's  estate;  any  subsequent  reemployment  of the
optionee by the Company shall not affect such  optionee's  right to exercise the
option as provided in this subsection (iii).

         (g) Recapitalization.  In the event of any change in the number or kind
of  outstanding   shares  of  Common  Stock  of  the  Company  by  reason  of  a
recapitalization,    merger,    consolidation,    reorganization,    separation,
liquidation,  stock split,  stock  dividend,  combination of shares or any other
change  in the  corporate  structure  or  shares  of  stock of the  Company,  an
appropriate adjustment will be made automatically, in accordance with applicable
provisions  of the Internal  Revenue Code and  Treasury  Department  rulings and
regulations  thereunder,  in the number and kind of shares for which options may
thereafter be granted both in the aggregate and as to each optionee,  as well as
in the number and kind of shares subject to options  theretofore granted and the
option price payable upon exercise of such options.

         (h)  Transferability.  The  option  shall  provide  that it will not be
transferable  by the  optionee  other  than by Will or the laws of  descent  and
distribution and shall be exercisable,  during the optionee's lifetime,  only by
him;  provided,  however,  that the  Committee in its  discretion  may grant (or
sanction  by way of an  amendment  to an  existing  grant)  non-qualified  stock
options which may be  transferred  by the  optionee,  solely as gifts during the
optionee's  lifetime,  to any member of the optionee's  immediate family or to a
trust  established  for the  exclusive  benefit  of one or more  members  of the
optionee's  immediate  family,  in which case the terms of such option  shall so
state. A transfer of an option  pursuant to this subsection may be effected only
by the Company at the written request of an optionee and shall become  effective
only when recorded in the Company's record of outstanding  options. In the event
an option is transferred as contemplated in this subsection, such option may not
be subsequently  transferred by the transferee other than by Will or the laws of
descent  and  distribution,  such  option  shall  continue to be governed by and
subject to the terms and conditions of this Plan and the relevant grant, and the
transferee  shall  be  entitled  to the same  rights  as the  optionee  as if no
transfer had taken place. As used in this subsection,  "immediate  family" shall
mean any spouse, child, stepchild or grandchild, and shall include relationships
arising from legal adoption.

         (i)  Applicable  Law. The option shall contain a provision  that it may
not be exercised  at a time when the exercise  thereof or the issuance of shares
thereunder  would  constitute a violation of any federal or state law or listing
requirements  of the New York Stock Exchange for such shares.  The provisions of
the Plan shall be construed, regulated and administered according to the laws of
the State of New York without  giving effect to principles of conflicts of laws,
except to the extent superseded by any controlling Federal statute.

                                       5

<PAGE>


         (j)  Incorporation  by Reference.  The option shall contain a provision
that all the applicable  terms and conditions of this Plan are  incorporated  by
reference therein.

         (k) Tandem  Award.  Any option  constituting  a part of a tandem  award
authorized by Section 10 hereof shall be subject to the terms and  conditions of
such award.

         (l) Other  Provisions.  The option shall contain such provisions as the
Committee  shall deem advisable  consistent with the terms of the Plan as herein
set forth.  In addition,  the  incentive  stock options shall contain such other
provisions as may be necessary to meet the  requirements of the Internal Revenue
Code and the Treasury  Department rulings and regulations issued thereunder with
respect to incentive stock options.

7.       STOCK APPRECIATION RIGHTS

         The Committee may, in its discretion,  grant stock appreciation  rights
to the  holder of any  incentive  stock  option or  non-qualified  stock  option
granted by the Company.  Such appreciation rights shall be subject to such terms
and conditions  consistent with the Plan as the Committee shall impose from time
to time, including the following:

         (a) An  appreciation  right may be made part of any such  option at the
time of its grant or at any time thereafter prior to its expiration;

         (b) Upon exercise of an appreciation right the holder shall be entitled
to receive:

             (i)  a  number  of  shares  of the  Common  Stock  of  the  Company
                  determined by dividing:

                  (1)  the number of shares which the optionee  selects,  not to
                       exceed the total  number of shares  that the  optionee is
                       eligible to purchase  as of the  exercise  date under the
                       related  option,  multiplied  by the  amount,  if any, by
                       which  the fair  market  value  of a share of the  Common
                       Stock of the  Company on the  exercise  date  exceeds the
                       option price provided in the related option, by

                  (2)  the fair market  value of a share of the Common  Stock of
                       the Company on the exercise date; provided, however, that
                       the total number of shares which may be received pursuant
                       to the exercise of an appreciation right shall not exceed
                       the total number of shares subject to the related option;
                       or

             (ii) if so provided in the award,  (a) payment of cash equal to the
                  aggregate  fair market  value on the date of such  exercise of
                  the number of shares of Common Stock  determined  under clause
                  (i); or (b) in part cash and in part shares; all as determined
                  by the Committee in its sole discretion;

         (c) No fractional share or cash in lieu thereof will be issued upon the
exercise of any such right; and

         (d)  Exercise  of an  appreciation  right,  in whole or in part,  shall
exhaust and  terminate  the related  option with respect to the number of shares
used  in the  calculation  under  subsection  (b)(i)(1)  of  this  Section  7 in
determining  the number of shares issued upon such exercise of the  appreciation
right (or which  would  have

                                       6

<PAGE>


been issued but for any cash  payment).  Upon such  exercise of an  appreciation
right,  the number of shares subject to  reallocation  under Section 13 shall be
equal to the  difference  between the number of shares  used in the  calculation
under subsection  (b)(i)(1) of this Section 7 and the number of shares issued to
the optionee  pursuant to such exercise (or which would have been issued but for
any cash payment).

8.       STOCK AWARDS

         Stock  awards  will  consist of shares of Common  Stock of the  Company
issued to participating  employees as additional compensation for their services
to the Company.  Stock awards shall be subject to the  provisions  of Section 3,
this Section 8, Section 11(a),  (c) and (d) and,  during the period in which the
restrictions or the Company's right of reacquisition hereinafter referred to are
in effect,  Section 11(b).  Other than for stock awards determined in accordance
with the Company's Performance-Contingent Share Award Program and paid out under
this Plan, as to which there shall be no waiting  period,  each stock award to a
participant  shall  provide  that the  shares  subject  to such award may not be
transferred or otherwise  disposed of by the participant prior to the expiration
of a period or periods specified therein, which shall not occur earlier than one
year  following  the date of the award  (except  that the award may  permit  the
earlier lapse of such  restriction  in the event of the  participant's  death or
disability or retirement  pursuant to any pension or retirement  plan maintained
by the Company or any of its subsidiaries),  and that the Company shall have the
right to reacquire such shares upon termination of the participant's  employment
with the Company while such restriction is in effect,  such  reacquisition to be
upon the terms and conditions  provided in the award. Stock awards shall also be
subject to such other terms and conditions,  not inconsistent  therewith, as the
Committee determines to be appropriate.

9.       PERFORMANCE UNIT AWARDS

         Performance  unit awards will consist of performance  units credited to
participating  employees.  Each award shall  specify  the initial  value of each
performance unit, such value to be determined by reference to the book or market
value of the Common  Stock of the Company or to the  Company's  earnings or such
other  criteria  related to the Company's  performance as the Committee may deem
appropriate.  The award  shall be payable  in cash  and/or  Common  Stock of the
Company as the Committee shall determine in its sole discretion.

         Subject to the  provisions  of this  Section 9 and of  Section  11, the
Committee  shall have  exclusive  authority  to determine  additional  terms and
conditions  of each  performance  unit  award.  Such  terms and  conditions  may
include, without limitation, provisions under which:

         (1) On the payment date  prescribed  in the award a  participant  shall
become  entitled  to receive  the full value of each such unit on such date,  or
such other amount as such award may specify;

         (2) Each unit may accrue  earnings  determined by reference to earnings
per share or dividends paid per share on the Common Stock of the Company,  or to
the prime or another specified  lending rate, or to other criteria  specified in
the award and payable at such time or times as may be specified therein;

         (3) The right of a  participant  to  receive  payments  in respect of a
performance  unit  may be made  subject  in  whole  or in part to the  Company's
attainment of earnings or other objectives specified in the award; and

                                       7

<PAGE>


         (4)  The  determination  of  all  relevant  valuation  and  other  data
pertaining to the award shall be in the sole judgment of the Committee.  Without
limitation of the  foregoing,  in the event that an amount payable in respect of
an award is based  in  whole or in part on the  Company's  earnings  or the book
value of its  Common  Stock,  the  Committee  may make such  adjustments  to the
publicly reported amounts of the Company's consolidated earnings or of such book
value as it deems appropriate for changes in accounting practices or principles,
for  material   acquisitions  or   dispositions   of  stock  or  property,   for
recapitalizations  or  reorganizations  or for any other  events with respect to
which the Committee  determines such an adjustment to be appropriate in order to
avoid distortion in the operation of the Plan.

         Each award shall be evidenced by a written  instrument  which shall set
forth the number of performance units covered thereby,  the initial dollar value
of each such unit, the terms and conditions,  if any, under which such value may
change prior to the vesting of the unit,  the terms and  conditions  under which
each such unit will vest and such  other  matters as the  Committee  in its sole
discretion may deem  appropriate.  The Committee may from time to time establish
such rules as it deems  appropriate  regarding the manner and timing of payments
of amounts due in respect of vested units.

         No  performance   unit  award  shall  provide  for  the  vesting  in  a
participating  employee of any  performance  unit covered  thereby  prior to the
expiration of a period of one year after the date of the award,  except that the
award  may  provide  for such  vesting  in the event of death or  disability  or
retirement of the employee  pursuant to a pension or retirement  plan maintained
by the  Company  or one of its  subsidiaries  prior  to the  expiration  of such
period.  Each award shall provide that prior to the vesting of the units covered
thereby  they shall be subject to  forfeiture  (A) upon the  termination  of the
recipient's  employment  with the  Company,  (B) as  contemplated  by Section 10
hereof,  if such award is part of a tandem  award,  and (C) as may  otherwise be
specified in the award.

         No participant shall be entitled to receive in respect of a performance
unit payments of amounts exceeding twice the original value established for such
unit.

         The maximum  dollar value of  performance  units which may be initially
awarded  to  participants  may not  exceed  1,500,000  "Reference  Units" in the
aggregate  for  all  participants,  and  50,000  Reference  Units  for  any  one
participant. For purposes of this paragraph:

         (1) A Reference  Unit shall be the equivalent of the greater of (a) the
fair market value of one share of the Common Stock of the Company on the date as
of which a particular award of performance  units is made, or (b) the book value
of a share of such Common Stock as at the end of the last completed  fiscal year
of the Company prior to such award date plus the cash  dividends  paid per share
on such stock during such fiscal year; and

         (2)  Crediting  of an award of  performance  units  shall  exhaust  and
terminate a number of Reference  Units equal to the number  obtained by dividing
the  credited  dollar  value of such  performance  units by the  greater  of the
amounts  referred to in subclauses (a) and (b) of Clause 1 above,  and except as
provided in the following sentence, such terminated Reference Units shall not be
utilized for subsequent awards.

         In the event that an award of performance units is forfeited or for any
other  reason the cash amount or the value of the shares of the Common  Stock of
the Company (as  determined  by the Committee in its sole  judgment)  ultimately
delivered to a participant in payment for an award of  performance  units (other
than amounts paid to the  participant as earnings on the  performance  units) is
less than the  Reference  Units  originally  exhausted and  terminated  upon the
crediting of such award, a number of Reference  Units equal to

                                       8

<PAGE>


the dollar amount of such shortfall divided by the value originally  assigned to
such  Reference  Units shall be restored  and become  available  for  subsequent
awards under the Plan.

         Nothing  contained  herein  shall be  deemed  to limit the right of the
Board of  Directors  or a duly  appointed  committee  thereof to  authorize  the
payment or award of compensation  other than in stock to any employee  otherwise
than  pursuant to the Plan,  regardless  of the fact that a  particular  form of
compensation  may be the same as or similar to that which the  Committee may pay
or award to participants under Section 9 of the Plan.

10.      TANDEM AWARDS

         The  Committee  may,  in  its   discretion,   grant  tandem  awards  to
participating  employees. A tandem award shall consist of a right of election by
the  employee  among  two or more of the  following:  (A) an  option,  which may
include a stock appreciation right with respect thereto,  (B) a performance unit
award,  and (C) a stock  award.  Subject to the  provisions  of Section 11, such
right of election  shall be upon such terms and  conditions as the Committee may
specify in the tandem award, which shall include the following:

         (a) The number of shares of the Common Stock of the Company  covered by
the  option,  the number of shares  covered by the stock award and the number of
performance units covered by the performance unit award;

         (b) Provisions  establishing the number of shares and performance units
which will remain  subject to each portion of the tandem award upon the exercise
of the right of election in whole or in part; and

         (c) The date on which  the right of  election  shall  terminate  unless
earlier exercised or terminated pursuant to the terms of the tandem award.

11.      CONDITIONS APPLICABLE TO ALL AWARDS

         (a) Recapitalization.  In the event of any change in the number or kind
of  outstanding   shares  of  Common  Stock  of  the  Company  by  reason  of  a
recapitalization,    merger,    consolidation,    reorganization,    separation,
liquidation,  stock split,  stock  dividend,  combination of shares or any other
change  in the  corporate  structure  or  shares  of  stock of the  Company,  an
appropriate adjustment will be made automatically, in accordance with applicable
provisions  of the Internal  Revenue Code and  Treasury  Department  rulings and
regulations  thereunder,  in the number and kind of shares and performance units
subject to  Sections  8, 9 and 10 and the maximum  dollar  value of  performance
units subject to Sections 9 and 10.

         (b) Transferability.  Each award to a participant under Section 8, 9 or
10  shall  provide  that  neither  the  award  nor any  right or  interest  of a
participant  therein shall be transferable by the participant other than by Will
or the  laws  of  descent  and  distribution,  and  that  such  award  shall  be
exercisable, during the participant's lifetime, only by him.

         (c)  Surrender.  The  Committee may require the surrender of an option,
stock  appreciation  right,  stock award or performance unit award granted under
this  Plan  as  a  condition  precedent  to  a  grant  of a  new  option,  stock
appreciation  right,  stock  award or  performance  unit award for the same or a
different  number of shares or having the same or a different  initial  value in
Reference  Units  as the  option,  stock  appreciation  right,  stock  award  or
performance unit award surrendered.  Such new option,  stock appreciation right,
stock  award  or  performance  unit  award  shall  be  subject  to the  terms or
conditions  specified  by the  Committee  at the  time

                                       9

<PAGE>


the new option,  stock appreciation right, stock award or performance unit award
is granted,  all  determined  in  accordance  with the  provisions  of this Plan
without  regard  to the  price,  period  of  exercise,  or any  other  terms  or
conditions of the option,  stock appreciation  right, stock award or performance
unit award surrendered.

         (d) Leave of  Absence.  If  approved by the  Committee,  an  employee's
absence or leave  because of military or  governmental  service,  disability  or
other reason shall not be  considered  an  interruption  of  employment  for any
purpose of the Plan.

         (e) Change of Control shall mean the occurrence of any of the following
events: (a) at any time during the two-year period following the Effective Date,
or the  beginning  of a renewal  term as the case may be, at least a majority of
the  Company's  Board  of  Directors  shall  cease  to  consist  of  "Continuing
Directors"  (meaning  directors of the Company who either were  directors at the
beginning of such two-year period or who subsequently became directors and whose
election, or nomination for election by the Company's stockholders, was approved
by a majority of the then Continuing Directors);  or (b) any "person" or "group"
(as determined for purposes of Section  13(d)(3) of the Securities  Exchange Act
of 1934),  except any  majority-owned  subsidiary of the Company or any employee
benefit plan of the Company or any trust or investment manager thereunder, shall
have acquired  "beneficial  ownership" (as determined for purposes of Securities
and Exchange  Commission  ("SEC") Regulation 13d-3) of shares of Common Stock of
the Company having 20% or more of the voting power of all outstanding  shares of
capital stock of the Company,  unless such acquisition is approved by a majority
of  the  directors  of  the  Company  in  office   immediately   preceding  such
acquisition;  or (c) a merger or consolidation  occurs to which the Company is a
party,  whether  or not the  Company  is the  surviving  corporation,  in  which
outstanding  shares of Common Stock of the Company are converted  into shares of
another  company (other than a conversion  into shares of voting common stock of
the successor  corporation or a holding company thereof  representing 80% of the
voting power of all capital  stock  thereof  outstanding  immediately  after the
merger or  consolidation)  or other securities (of either the Company or another
company) or cash or other  property;  or (d) the sale of all,  or  substantially
all, of the Company's  assets  occurs;  or (e) the  stockholders  of the Company
approve a plan of complete liquidation of the Company.

12.      DEFINITIONS

         (a)  Company.  The term  "Company"  shall mean  Pfizer  Inc, a Delaware
corporation.

         (b) Board of Directors.  The term "Board of  Directors"  shall mean the
Board of Directors of Pfizer Inc.

         (c) Employee  Compensation and Management  Development  Committee.  The
term "Employee Compensation and Management Development Committee" shall mean the
Employee  Compensation  and  Management  Development  Committee of Pfizer Inc as
constituted by resolution of the Board of Directors.

         (d) Executive Compensation Committee.  The term "Executive Compensation
Committee"  shall mean the  Executive  Compensation  Committee  of Pfizer Inc as
constituted by resolution of the Board of Directors.

         (e)   Committee.   The  term   "Committee"   shall  mean  the  Employee
Compensation  and  Management  Development  Committee  or such  other  committee
referred to in the second  proviso of the last sentence of Section 4 hereof,  as
may be appropriate.

                                       10

<PAGE>


         (f)  Subsidiary.   The  term  "subsidiary"   shall  mean  a  subsidiary
corporation of the Company as defined in Section 424(f) of the Internal  Revenue
Code.

         (g) Common Stock. The term "Common Stock" shall mean the $.10 par value
Common Stock of the Company,  authorized but unissued,  or issued and reacquired
by the Company and held as Treasury Stock,  or held by any trust  established by
the Company for the purpose of  satisfying  the  Company's  obligations  for the
issuance of Common Stock under the Plan.

         (h) Tandem  Options.  A "Tandem  Option" shall mean an incentive  stock
option  and a  non-qualified  option  granted  to an  optionee,  subject  to the
provision that the exercise of all or any part of either option will result in a
reduction in the other option.

         (i) Internal Revenue Code. The term "Internal  Revenue Code" shall mean
the Internal Revenue Code of 1986, as it may be amended from time to time.

13.      REALLOCATION OF UNUSED SHARES

         Any  shares  which  are not  purchased  or  awarded  under  an  option,
performance  unit award or right of  election  which has  terminated  or lapsed,
either by its terms or  pursuant  to the  exercise,  in whole or in part,  of an
award or right  granted  under the Plan,  or shares which are  reacquired by the
Company  pursuant  to  Section 8 hereof,  may be used for the  further  grant of
options or, if such shares were authorized in 1975, stock awards under the Plan,
or if such shares were  authorized in 1980 or after,  stock awards,  performance
unit awards or tandem awards under the Plan. For purposes of this Section 13 the
number of shares  subject to a tandem award under  Section 10 hereof which shall
be deemed  not to have  been  purchased  or  awarded  as of the time such  award
terminated or lapsed shall equal the excess,  if any, of (i) the maximum  number
of shares which the  participant  was entitled to receive under the tandem award
over (ii) the number of shares  which he in fact had  received as of the time of
such termination or lapse.

14.      USE OF PROCEEDS

         The  proceeds  received by the Company from the sale of stock under the
Plan shall be added to the  general  funds of the  Company and shall be used for
such corporate purposes as the Board of Directors shall direct.

15.      AMENDMENT AND REVOCATION

         The Board of Directors  shall have the right to alter,  amend or revoke
the Plan or any part  thereof  at any  time  and  from  time to time,  provided,
however,  that without the consent of the participants affected no change may be
made in any option or award theretofore granted, which will impair the rights of
participants under outstanding options or awards; and provided further, that the
Board of Directors may not, without the approval of the holders of a majority of
the outstanding Common Stock, make any alteration or amendment to the Plan which
increases the maximum number of shares of Common Stock which may be issued under
the Plan or the  number of shares of such  stock  which may be issued to any one
participant,  extends  the term of the Plan or of  options  granted  thereunder,
reduces the option price below that now provided for in the Plan, or changes the
conditions of exercise of options  specified in Section 6(e).  The Committee may
make non-substantive administrative changes to the Plan so as to conform with or
take  advantage  of  governmental  requirements,  statutes or  regulations.  The
Employee  Compensation  and  Management  Development  Committee  may delegate to
another  committee,  as it  may  appoint,  the  authority  to  take  any  action
consistent

                                       11

<PAGE>


with the terms of the Plan,  either  before or after an option or award has been
granted,  which such other committee deems necessary or advisable to comply with
any government laws or regulatory  requirements of a foreign country,  including
but not limited to, modifying or amending the terms and conditions governing any
options or awards,  or establishing any local country plans as sub-plans to this
Plan, each of which may be attached as an Appendix hereto.

16.  COMPLIANCE WITH SECTION 16

         With  respect  to  Members  subject  to  Section  16 of the  Securities
Exchange  Act of 1934,  transactions  under the Plan are intended to comply with
all applicable conditions of Rule 16b-3 or its successors under the 1934 Act. To
the extent that  compliance  with any Plan provision  applicable  solely to such
Members is not  required  in order to bring a  transaction  by such  Member into
compliance  with  Rule  16b-3,  it  shall  be  deemed  null  and void as to such
transaction,  to the extent  permitted  by law and deemed  advisable by the Plan
administrators.  To the extent any  provision  of the Plan or action by the Plan
administrators involving such Members is deemed not to comply with an applicable
condition of Rule 16b-3, it shall be deemed null and void as to such Members, to
the extent permitted by law and deemed advisable by the Plan administrators.

                                       12

<PAGE>


                                   APPENDIX A

                RULES OF THE PFIZER INC STOCK AND INCENTIVE PLAN
                             FOR EMPLOYEES IN FRANCE

1.       INTRODUCTION

         The Pfizer Inc Stock and Incentive Plan  (hereinafter the "Plan" or the
"U.S. Plan") specifically authorizes the Committee to establish rules applicable
to options granted under the U.S. Plan,  including  options granted to employees
in France,  as the Committee deems advisable.  The Committee has determined that
it is advisable to  establish a sub-plan  for the  purposes of  permitting  such
options to qualify for  favorable  local tax and social  security  treatment  in
France.  Therefore,  the Company now establishes a sub-plan of the U.S. Plan for
the purpose of granting  options  which qualify for the favorable tax and social
security  treatment in France  applicable to options  granted under the Law  No.
70-1322 of December 31, 1970, as subsequently  amended, to qualifying  employees
who are resident in France for French tax purposes.  The terms of the U.S. Plan,
of which this sub-plan is a part,  shall  constitute the Company's  stock option
plan for French  Employees  (the  "French  Plan").  Under the French  Plan,  the
qualifying employees will be granted only stock options. In no case will they be
granted  substitute  awards,  e.g.,  stock  bonuses,   restricted  stock,  stock
appreciation rights or other similar awards.

2.       DEFINITIONS

         Terms used in the French Plan shall have the same meanings as set forth
in the U.S. Plan.

         In addition, the term "Option" shall have the following meaning:

         a.   Purchase options, that are rights to acquire shares repurchased by
              the Company prior to the grant of said options; or

         b.   Subscription  options,  that are rights to subscribe  newly issued
              shares.

         The term "Grant Date" shall be the date on which the Committee both (a)
designates the optionee and (b) specifies the terms and conditions of the Option
including the number of shares and the Option price.

         The term "Exercise  Eligibility  Date" shall mean the fifth anniversary
of the Grant Date.

3.       ENTITLEMENT TO PARTICIPATE

         Any  salaried  employee  or  corporate  executive  in  France  shall be
eligible to receive  options  under the French Plan provided that he or she also
satisfies the eligibility conditions of the U.S. Plan. Options may not be issued
under the French Plan to  employees or  executives  owning more than ten percent
(10%) of the Company's capital shares or to individuals other than employees and
corporate  executives of a French subsidiary of the Company.  Options may not be
issued to  directors  of a French  subsidiary  unless they are  employed by such
subsidiary.

                                       13

<PAGE>


4.       CONDITIONS OF THE OPTION/OPTION PRICE

         Notwithstanding  any provision in the U.S.  Plan to the  contrary,  the
conditions of the Options (option price, number of underlying shares and vesting
period)  will not be  modified  after the grant date,  except as provided  under
Section 6 of the French  Plan.  In this  respect,  Options will not be repriced,
re-granted, nor will the time at which Options may be exercised be accelerated.

         The option price per share of common stock payable  pursuant to options
issued  hereunder  shall be fixed by the  Committee  on the date the  option  is
granted,  but in no event  shall  the  option  price  per share be less than the
greater of:

         a.   with respect to purchase options over the common stock, the higher
              of either 80% of the average  quotation price of such common stock
              during the 20 days of quotation  immediately  preceding  the grant
              date or 80% of the  average  purchase  price paid for such  common
              stock by the Company;

         b.   with respect to subscription options over the common stock, 80% of
              the average  quotation  price of such common  stock  during the 20
              days of quotation immediately preceding the grant date; and

         c.   the minimum option exercise price permitted under the U.S. Plan.

5.       EXERCISE OF AN OPTION

         Upon exercise of an option,  the full option price will have to be paid
either by check or  credit  transfer.  The  optionee  may also give  irrevocable
instructions  to a  stockbroker  to  properly  deliver  the option  price to the
Company.

         The shares  acquired  upon exercise of an option will be recorded in an
account  in the name of the  shareholder,  or if the shares are held by a broker
after exercise, in an account in the name of the shareholder with the broker.

         No Option  can be  exercised  before  the  Exercise  Eligibility  Date.
However,  in the case of  death of an  optionee,  outstanding  options  shall be
immediately  vested and exercisable  under the conditions set forth by Section 7
of the French Plan.

6.       CHANGES IN CAPITALIZATION

         In  compliance  with French law, the option price shall not be modified
during the option's duration. Adjustments to the option exercise price or number
of shares  subject to an option issued  hereunder  shall be made to preclude the
dilution or enlargement of benefits under such option only in the case of one or
more of the following transactions by the Company:

         a.   an increase of corporate capital by cash contribution;

         b.   an issuance of convertible or exchangeable bonds;

                                       14

<PAGE>


         c.   a  capitalization  of  retained  earnings,  profits,  or  issuance
              premiums;

         d.   a distribution of retained  earnings by payment in cash or shares;
              and

         e.   a reduction of corporate capital by set off against losses.

7.       DEATH

         In the event of the death of a French optionee, said individual's heirs
may exercise the option within six months following the death, provided that any
option which remains  unexercised  shall expire six months following the date of
the optionee's death.

8.       INTERPRETATION

         It is intended that options granted under the French Plan shall qualify
for the favorable tax and social security treatment  applicable to stock options
granted under the Law No. 70-1322 of December 31, 1970, as subsequently amended,
and in accordance  with the relevant  provisions set forth by French tax law and
the French tax administration. The terms of the French Plan shall be interpreted
accordingly and in accordance  with the relevant  provisions set forth by French
tax and social  security  laws,  as well as the  French tax and social  security
administrations.

9.       AMENDMENTS

         Subject to the terms of the U.S. Plan, the Committee reserves the right
to amend or terminate the French Plan at any time.

10.      ADOPTION

         The French Plan was adopted by the Board of Directors of the Company at
a meeting held on August 27, 1998.

                                       15

<PAGE>


                                   APPENDIX B

        SPECIAL PROVISIONS APPLICABLE TO EMPLOYEES IN THE UNITED KINGDOM

1.       ADMINISTRATION; OPERATION AND EFFECT

         This Amendment to the Plan, which is effective as of June 26, 1986 sets
forth the  Employee  Share Option (UK) Scheme  (hereinafter  referred to as "the
Scheme").  In all respects,  the Scheme will be administered by the Committee as
provided  in Section 2 of the  Plan.*****  No  amendment  to the Plan shall have
effect in  relation  to the Scheme  and no  amendment  to the Scheme  shall have
effect  without the prior approval of the Board of Inland Revenue in the UK. The
Committee  shall be  responsible  for ensuring that all matters  relating to the
Scheme are in compliance with UK tax laws and codes.

2.       STOCK

         Options  granted  under this Scheme shall be to purchase  shares of the
Company's  authorized,  but unissued or  reacquired  Common  Stock  (hereinafter
referred to as "Scheme  Shares")  satisfying the requirements of paragraphs 7 to
11 of  Schedule  10 to the  Finance  Act of  1984  (hereinafter  referred  to as
"Schedule  10").  The total number of such shares with respect to which  options
may be  granted  under the  Scheme is subject to the limits set out in the Plan*
and the limits set out below.

3.       ELIGIBILITY

         Persons eligible to receive options under the Scheme shall be employees
or full time directors of the Company's UK subsidiaries  who are employed at the
time of the grant of the option and whom the Committee selects from time to time
PROVIDED  ALWAYS that at the date of the grant or  exercise of the option,  they
are not ineligible to  participate in the Scheme by virtue of paragraph  4(1)(b)
of Schedule 10.*****

4.       TERMS AND CONDITIONS OF OPTIONS

         (a)  Grants of Options

         Offers of options may be sent as soon as practicable  after approval of
the Scheme by the UK Board of Inland  Revenue,  and  thereafter at any time. All
offers of options shall be evidenced by an option  certificate and shall be made
on the basis  that  participation  in the  Scheme  will be deemed to  constitute
acceptance  of the  provisions  set forth or  incorporated  by reference in this
Amendment to the Plan.

         (b)  Number of Shares

         The number of Scheme  Shares  subject to each  option  shall be stated.
Such number shall be determined by the  Committee,  but their  aggregate  Market
Value, as that term is defined in Schedule 10, and number of Shares shall not at
any time exceed either:

              (i)  the aggregate fair market value or the number of Shares as is
                   determined  for  such  option  holder  by  the  Committee  in
                   accordance with Section 3 of the Plan; or

                                       16

<PAGE>


              (ii) in total with  subsisting  options over shares  granted under
                   any  scheme  established  by the  Company  or any  associated
                   company of the Company (not being a  savings-related  scheme)
                   approved by the Board of Inland  Revenue  under  Schedule 10,
                   (pound)30,000.******

         In  calculating  the limits  stated  above and the Market  Value,  sums
         denominated in US dollars shall be converted to sterling at the rate of
         exchange  published by the Company's  bankers  (being a United  Kingdom
         clearing  bank) at 11  o'clock  a.m.  on the  date of the  grant of the
         relevant option.

         (c)  Option Price and Payment of Option Price

              (i)  The  option  price per  share  shall be no less than the mean
                   between the high and the low selling  prices on the composite
                   tape of the New York Stock  Exchange  as  reported by the New
                   York Times for the date the option is granted.

              (ii) Upon the  exercise  of an option,  the option  price shall be
                   payable in lawful money of the United  States and may be paid
                   in cash or by certified check or by bank draft.

         (d)  Terms and Exercise of Options

         The times at which  and the  terms  under  which  any  option  shall be
exercisable  shall (unless otherwise stated in accordance with the determination
of the Committee and with prior  approval of the Board of Inland  Revenue) be as
stated in Section  6(d),  6(e) and 6(f)**,  ***** of the Plan  provided that the
reference  to  Section  11(c) in Section 6 of the Plan  shall be  replaced  by a
reference  to  Clause  4(f) of the  Scheme  and in no  event  may an  option  be
exercised more than 12 months after an option holder's death.***, *****

         (e)  Recapitalization

         Section  6(g)***** of the Plan shall apply to the Scheme  provided that
any  adjustments  made pursuant to that Section shall not be made  automatically
but shall be  subject  to the  prior  approval  of the  Board of Inland  Revenue
pursuant  to  Schedule  10 to the  Finance  Act and take  effect only after such
approval.

         (f)  Surrender

         The Committee may require the surrender of an option  granted under the
Scheme as a  condition  precedent  to a grant of a new  option for the same or a
different number of shares surrendered. Such new options shall be subject to the
terms and  conditions  specified by the  Committee at the time the new option is
granted, determined in accordance with the provisions of the Plan and the Scheme
without regard to the price, period of exercise or any other terms or conditions
of the options surrendered.

         (g)  Transferability, Applicable Law and Leave of Absence

         Sections 6(h)*****,  except the proviso thereto, 6(i)***** and, subject
to Clause 3 hereof, 11(d) of the Plan shall apply to the Scheme.

                                       17

<PAGE>


         (h)  Incorporation by Reference

         The option  agreement  shall contain a provision that all the terms and
conditions of the Scheme are incorporated by reference therein.

5.       REALLOCATION OF UNUSED SHARES

         Any shares which are not purchased under an option which has terminated
or lapsed,  either by its terms or pursuant to the exercise in whole or in part,
may be used for the further  grant of options,  provided  always that no options
shall be granted to an employee at a time when his employment is interrupted.

6.       AMENDMENT AND REVOCATION

         Section 15 of the Plan shall apply to the Scheme but no  amendment  may
be made so as to have  effect  with  respect to the Scheme or the Scheme  Shares
without the prior approval of the Board of Inland Revenue.****, *****

7.       DEFINITIONS

         (a)  In the Scheme,  the term the "Plan" shall mean the Company's Stock
              Option and Incentive Plan of 1965 as amended.

         (b)  Section 12 of the Plan other than  sub-sections  (d) and (h) shall
              apply to the Scheme.*****

                                       18

<PAGE>


                             (FOOTNOTES FOR UK PLAN)

*        Section 3 of the Plan was amended by resolution of the  shareholders on
         April  26,  1990 and has  effect in  relation  to the  Scheme  with the
         approval of the Board of Inland Revenue in the UK given June 14, 1990.

**       Section  6(e),  6(f)  and 11 were  amended  with  the  approval  of the
         shareholders  on April  26,  1990.  These  amendments  have  effect  in
         relation to the Scheme with the approval of the Board of Inland Revenue
         in the UK given on June 14, 1990 provided that the amendment to Section
         6(e) to give the  Board  power to "make  any  options  that are not yet
         exercisable immediately  exercisable" shall not have effect with regard
         to subsisting options granted before June 14, 1990.

***      Section 6(e) was further amended with the approval of the  shareholders
         on April 22, 1993 by the insertion of the following  words "and further
         provided the Committee may in its discretion  make any options that are
         not yet  exercisable  immediately  exercisable  in cases  where  (i) an
         optionee's  employment  is to be  terminated  due to a  divestiture  or
         downsizing of a business,  (ii) in the case of a retiring  optionee who
         holds options with extended  vesting  provisions,  or (iii)  otherwise,
         where the  Committee  determines  that such  action is  appropriate  to
         prevent  inequities  with  respect  to an  optionee"  at the end of the
         second  sentence.  The  amendment  has effect in relation to the Scheme
         with the  approval  of the Board of Inland  Revenue  in the UK given on
         August 5, 1993 provided that the  discretionary  power conferred on the
         Committee "to make any options that are not yet exercisable immediately
         exercisable"  shall not have effect with regard to  subsisting  options
         granted before August 5, 1993.

****     Section  15 of the Plan  was  amended  by  resolution  of the  Board of
         Directors on December 18, 1989 and has effect in relation to the Scheme
         with the  approval of the Board of Inland  Revenue in the UK given June
         14, 1990.

*****    (i)    Section 1 of the Plan was amended by resolution  of the Board of
                Directors on October 22, 1998.

         (ii)   Section 2 of the Plan was amended by  resolution of the Employee
                Compensation and Management Development Committee dated December
                15, 1997 and  further by  resolution  of the Board of  Directors
                dated October 22, 1998.

         (iii)  Section 3 of the Plan was amended by resolutions of the Board of
                Directors  dated April 27, 1995 and April 24, 1997, in each case
                as a result of a stock split to the Common Stock of the Company,
                and by  resolution of the Board of Directors  effective  January
                25, 1996 by the  approval of the  majority of the holders of the
                Common Stock of the Company.

         (iv)   Section 4 of the Plan was amended by the Board of  Directors  on
                May 28, 1998.

         (v)    Section 6(e) of the Plan was amended by  resolution of the Board
                of Directors on October 22, 1998.

                                       19

<PAGE>



         (vi)   Section 6(f) of the Plan was amended by  resolution of the Board
                of Directors on June 26, 1997.

         (vii)  Section 6(g) of the Plan was amended by  resolution of the Board
                of Directors on January 25, 1996.

         (viii) Section 6(h) of the Plan was amended by  resolution of the Board
                of Directors on September 26, 1996.

         (ix)   Section 6(i) of the Plan was amended by  resolution of the Board
                of Directors on May 28, 1998.

         (x)    Section 12(g) of the Plan was amended by resolution of the Board
                of Directors on June 23, 1994.

         (xi)   Section 15 of the Plan was amended by resolution of the Board of
                Directors on October 22, 1998.

         The amendments listed,  with the exception of the amendments to Section
         6(h) noted at (viii)  above and to Section  6(g) noted at (vii)  above,
         have effect in  relation  to the Scheme  with  approval of the Board of
         Inland  Revenue  in the UK given on March 25,  1999  provided  that the
         following  amendments  shall not have effect with regard to  subsisting
         options granted before March 25, 1999:

         A      the amendments to Section 2 mentioned at (ii) above

         B      the amendments to Section 6(f) mentioned at (vi) above

         C      the amendment to Section 6(i) mentioned at (ix) above

******   Note Section 4 of the Scheme was amended on March 25, 1999  pursuant to
         Finance Act 1996 and without  prejudice  to options  outstanding  which
         were granted prior to July 17, 1995.

                                       20

<PAGE>

                                                                       EXHIBIT 5

                        [LETTERHEAD OF MARGARET M. FORAN]

April 22, 1999

Pfizer Inc.
235 East 42nd Street
New York, New York 10017-5755

Pfizer Inc.:

         In connection with the  Registration  Statement on Form S-8 relating to
55,000,000 shares of Common Stock of Pfizer Inc. under the Pfizer Inc. Stock and
Incentive Plan, it is my opinion that:

         All necessary  corporate  proceedings  have been taken to authorize the
issuance of the shares  under the Plan,  and all such shares,  upon  issuance in
accordance  with the Plan and upon full payment in cash for such shares  issued,
will be validly issued and outstanding and fully paid and non-assessable.

         In preparing  this  opinion,  I have  examined  certificates  of public
officials,  certificates of officers and copies  certified to my satisfaction of
such  corporate  documents and records of the Company and such other papers as I
have thought relevant and necessary as a basis for my opinion.  I have relied on
such certificates in connection with the accuracy of actual matters contained in
such documents which were not independently established.

         I consent to the use of this opinion in the Registration  Statement and
to the reference to my name under the heading "Legal Opinion" in the Prospectus.
In giving  such  consent,  I do not admit  that I come  within the  category  of
persons whose consent is required under Section 7 of the Securities Act of 1933,
or the Rules and Regulations of the Securities and Exchange Commission.

                                                     Very truly yours,

                                                     /s/ MARGARET M. FORAN
                                                     ---------------------------
                                                         MARGARET M. FORAN


<PAGE>

                                                                   EXHIBIT 23(B)

                  CONSENT OF INDEPENDENT CERTIFIED ACCOUNTANTS

The Board of Directors Pfizer Inc.:

         We consent to the use of our audit  report  dated  February 25, 1999 on
the consolidated financial statements of Pfizer Inc. and subsidiary companies as
of  December  31,  1998,  1997 and 1996,  and for each of the years then  ended,
incorporated in the Registration Statement on Form S-8 by reference.

                                                 /s/ KPMG LLP
                                                --------------------------------
                                                     KPMG LLP

New York, New York

April 22, 1999
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 82779}]
{"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": "333-76839", "film-number": "99599161"}, "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 April 22, 1999
                         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)

                                   ==========

                      PFIZER INC. STOCK AND INCENTIVE 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 Services)

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

                                   ==========

                         CALCULATION OF REGISTRATION FEE

================================================================================
TITLE OF SECURITIES TO BE     AMOUNT TO BE     PROPOSED MAXIMUM     PROPOSED MAXIMUM          AMOUNT OF
        REGISTERED              REGISTERED     OFFERING PRICE PER   AGGREGATE OFFERING     REGISTRATION FEE
                                                     SHARE 1              PRICE 1
-----------------------------------------------------------------------------------------------------------
Common Stock, $.05            55,000,000 shs.     $119.4375           $6,569,062,500.00     $1,826,199.38
par value
================================================================================

----------
1 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 April __, 1999, as reported in The Wall Street Journal.

* The Contents of Registration  Statement No.  333-50899  relating to the Pfizer
Inc.  Stock  and  Incentive  Plan  are   incorporated  by  reference  into  this
Registration Statement.
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, 1998,

     o  all  other  reports  we  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  and any amendment or report filed to update such description.

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

        The  validity  of the  securities  has been  passed  upon by Margaret M.
Foran,  Esq., Senior Corporate Counsel and Assistant  Secretary for the Company.
Ms. Foran  beneficially  owns Common Stock and options to purchase  Common Stock
granted under the Pfizer Inc. Stock and Incentive Plan.

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 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

4 --    Stock and Incentive Plan, as amended April 22, 1999.

5 --    Opinion and Consent of Margaret M. Foran, Esq., Senior Corporate Counsel
        and  Assistant  Secretary.

23(b)-- Consent of KPMG 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 22nd day of April, 1999.

                                           Pfizer Inc.

                                           Registrant

                                           By:     /S/WILLIAM C. STEERE, JR.
                                              ----------------------------------
Dated: April 22, 1999                              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, Director              April 22, 1999
-------------------------    (Principal Executive Officer)
(William C. Steere, Jr.) 

/S/DAVID L. SHEDLARZ         Senior Vice President and Chief Financial    April 22, 1999
-------------------------    Officer (Principal Financial Officer)
(David L. Shedlarz)      

/S/HERBERT V. RYAN           Vice President - Controller (Principal       April 22, 1999
-------------------------    Accounting Officer)
(Herbert V. Ryan)        

/S/MICHAEL S. BROWN          Director                                     April 22, 1999
-------------------------
(Michael S. Brown)

/S/M. ANTHONY BURNS          Director                                     April 22, 1999
-------------------------
(M. Anthony Burns)

/S/W. DON CORNWELL           Director                                     April 22, 1999
-------------------------
(W. Don Cornwell)

                                       3
SIGNATURES                        TITLE                                DATE
       ----------                        -----                                ----
/S/GEORGE B. HARVEY          Director                                     April 22, 1999
-------------------------
(George B. Harvey)

/S/CONSTANCE J. HORNER       Director                                     April 22, 1999
-------------------------
(Constance J. Horner)

/S/STANLEY O. IKENBERRY      Director                                     April 22, 1999
-------------------------
(Stanley O. Ikenberry)

/S/HARRY P. KAMEN            Director                                     April 22, 1999
-------------------------
(Harry P. Kamen)

/S/THOMAS G. LABRECQUE       Director                                     April 22, 1999
-------------------------
(Thomas G. Labrecque)

/S/DANA G. MEAD              Director                                     April 22, 1999
-------------------------
(Dana G. Mead)

/S/HENRY A. MCKINNELL        Executive Vice President and Director        April 22, 1999
-------------------------
(Henry A. McKinnell)

/S/JOHN F. NIBLACK           Executive Vice President and Director        April 22, 1999
-------------------------
(John F. Niblack)

/S/FRANKLIN D. RAINES        Director
-------------------------
(Franklin D. Raines)                                                      April 22, 1999

/S/RUTH J. SIMMONS           Director                                     April 22, 1999
-------------------------
(Ruth J. Simmons)

/S/JEAN-PAUL VALLES          Director                                     April 22, 1999
-------------------------
(Jean-Paul Valles)
4
EXHIBIT INDEX

EXHIBIT

4 --    Stock and Incentive Plan, as amended April 22, 1999.

5 --    Opinion and Consent of Margaret M. Foran, Esq., Senior Corporate Counsel
        and Assistant Secretary.

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

                                       5
EXHIBIT 4

                                   PFIZER INC
                            STOCK AND INCENTIVE PLAN
                       (AS AMENDED THROUGH APRIL 22, 1999)

1.       PURPOSE

         The purpose of the Stock and Incentive Plan (known as the "Stock Option
and Incentive Plan of 1965 as amended"  prior to the 1980 amendment  thereof and
hereinafter  called the "Plan") is to furnish a material  incentive to employees
of the Company and its  subsidiaries by making available to them the benefits of
a larger  Common  Stock  ownership  in the  Company  through  stock  options and
otherwise.  It is believed that these increased  incentives will not only induce
the continued service of employees but will also stimulate their efforts towards
the continued success of the Company and its subsidiaries,  as well as assist in
the  recruitment of new employees.  Nothing in the Plan shall  interfere with or
limit in any way the right of the Company or any  subsidiary  to  terminate  any
participant's  employment at any time, nor confer upon any participant any right
to continue in the employ of the Company or any  subsidiary.  No employee  shall
have the right to be  selected  to receive an option or other  award  under this
Plan or having been so selected,  to be selected to receive a future award grant
or option.  Neither  the award nor any  benefits  arising out of this Plan shall
constitute part of a participant's  employment  contract with the Company or any
subsidiary  and,  accordingly,  this  Plan  and the  benefits  hereunder  may be
terminated  at any time in the  sole and  exclusive  discretion  of the  Company
without  giving rise to liability  on the part of the Company or any  subsidiary
for severance payments.

2.       ADMINISTRATION

         Except to the extent  otherwise  provided  in Section 4 and Section 15,
the Plan shall be  administered  by the  Employee  Compensation  and  Management
Development   Committee,   which  shall  make,  in  its  sole  discretion,   all
determinations arising in the administration,  construction or interpretation of
the Plan  including  the right to construe  disputed or doubtful  Plan terms and
provisions,  and any such  determination  shall be conclusive and binding on all
persons, except as otherwise provided by law.

3.       TOTAL NUMBER OF SHARES

         Subject to the  provisions of Section 6(g), the maximum amount of stock
which may be issued under the Plan is 393,000,000* shares of the Common Stock of
the Company  (comprised of 24,000,000*  shares  authorized in 1965,  24,000,000*
shares authorized in 1969,  24,000,000** shares authorized in 1972, 24,000,000**
shares authorized in 1975, 24,000,000** shares authorized in 1980, 40,000,000***
shares   authorized   in  1983,   44,000,000***   shares   authorized  in  1986,
44,000,000***  shares  authorized in 1989,  44,000,000****  shares authorized in
1992, 46,000,000***** shares authorized in 1996 and 55,000,000 shares authorized
in 1999). No participant shall be granted (i) options which would result in such
participant  receiving  more than 480,000*  shares of the total number of shares
authorized  in 1965,  more than  480,000*  shares of the total  number of shares
authorized in 1969, or more than 480,000**  shares of the total number of shares
authorized  in 1972,  or (ii)  options  or  awards  which  would  result in such
participant  receiving more than 480,000**  shares of the total number of shares
authorized  in 1975,  more than  800,000**  shares of the total number of shares
authorized in 1980,  more than  800,000***  shares of the total number of shares
authorized in 1983, more than 1,200,000***  shares of the total number of shares
authorized in 1986, more than 1,200,000***  shares of the total number of shares
authorized in 1989, more than 1,200,000**** shares of the total number of shares
authorized  in 1992,  more than  1,200,000*****  shares  of the total  number of
shares  authorized in 1996, or more than 1,500,000 shares of the total number of
shares authorized in 1999, or (iii) any option,  stock award or performance unit
award which  would  result in  ownership  by such  participant  of more than ten
percent of the stock of the  Company  within the  meaning of Section  422 of the
Internal Revenue Code, or (iv) any incentive stock option, as defined in Section
422 of the Internal  Revenue Code,  granted after December 31, 1986, which would
result in such  participant  receiving a grant of  incentive  stock  options for
stock that would have an  aggregate  fair  market  value in excess of  $100,000,
determined as of the time that the option is granted,  that would be exercisable
for the first time by such participant  during any calendar year. No option with
respect to any  shares  authorized  in 1975 shall be granted to the extent  that
shares authorized in 1972 are available therefor,  or with respect to any shares
authorized  in 1980 to the  extent  that  shares  authorized  in 1972 or  shares
authorized  in 1975  are  available  therefor,  or with  respect  to any  shares
authorized in 1983 to the extent that shares  authorized  in 1972,  1975 or 1980
are available therefor,  or with respect to any shares authorized in 1986 to the
extent  that  shares  authorized  in  1972,  1975,  1980 or 1983  are  available
therefor,  or with respect to any shares  authorized  in 1989 to the extent that
shares authorized in 1972, 1975, 1980, 1983, or 1986 are available therefor,  or
with  respect  to any  shares  authorized  in 1992  to the  extent  that  shares
authorized in 1972,  1975,  1980,  1983, 1986 or 1989 are available  therefor or
with  respect  to any  shares  authorized  in 1996  to the  extent  that  shares
authorized  in 1972,  1975,  1980,  1983,  1986,  1989,  or 1992  are  available
therefor,  or with respect to any shares  authorized  in 1999 to the extent that
shares  authorized in 1972,  1975,  1980,  1983,  1986,  1989, 1992, or 1996 are
available  therefor.  With respect to all options and stock awards granted on or
after  January 1, 1972,  the records of the Company  shall specify the number of
shares  authorized in 1965, the number of shares  authorized in 1969, the number
of shares  authorized  in 1972,  the number of shares  authorized  in 1975,  the
number of shares  authorized in 1980,  the number of shares  authorized in 1983,
the number of shares  authorized  in 1986,  the number of shares  authorized  in
1989, the number of shares  authorized in 1992, the number of shares  authorized
in 1996 and the number of shares  authorized  in 1999 covered by such options or
awards.  None of the shares  authorized in 1965, 1969 or 1972 shall be available
for stock awards.

----------

*        Adjusted for the  three-for-one  stock split in 1970,  the  two-for-one
         stock  split  in  1983,  the  two-for-one  stock  split  in  1991,  the
         two-for-one  stock split in 1995,  and the  two-for-one  stock split in
         1997.

**       Adjusted for the two-for-one stock split in 1983, the two-for-one stock
         split in 1991, the two-for-one stock split in 1995, and the two-for-one
         stock split in 1997.

***      Adjusted for the two-for-one stock split in 1991, the two-for-one stock
         split in 1995, and the two-for-one stock split in 1997.

****     Adjusted for the  two-for-one  stock split in 1995 and the  two-for-one
         stock split in 1997.

*****    Adjusted for the two-for-one stock split in 1997.

                                       2
4.       PARTICIPATION IN PLAN

         a. Employees: All employees of the Company or its subsidiaries shall be
eligible  to  participate  in  this  Plan.  From  time  to  time,  the  Employee
Compensation and Management  Development Committee shall determine the employees
who shall be  granted  options  under the Plan,  the  number of shares of Common
Stock to be optioned to each such  employee,  and whether such options  shall be
"incentive  stock  options"  as defined in Section 422 of the  Internal  Revenue
Code,  non-qualified  stock options,  or Tandem Options as defined  herein;  and
shall determine the individual employees who shall be granted stock appreciation
rights  under the Plan  pursuant  to Section 7; and who shall be awarded  shares
under the Plan  pursuant to Section 8, as well as the number of shares of Common
Stock to be so awarded,  and the restrictions,  if any, to be placed thereon and
who shall be granted  performance unit awards under the Plan pursuant to Section
9 and tandem  awards under the Plan pursuant to Section 10;  provided,  however,
that in the case of employees who are also  directors of the Company or officers
of the Company in categories designated by the Executive Compensation Committee,
the  Executive  Compensation  Committee  shall  make these  determinations;  and
provided  further,  that the  Executive  Compensation  Committee,  or such other
Committee as the Board of Directors may appoint,  shall make all  determinations
with respect to all stock  appreciation  rights that are  exercisable in cash or
partly  in stock and  partly in cash and with  respect  to all  options  related
thereto.

         b.  Ineligible  Persons:  For any and all purposes under this Plan, the
term "employee"  shall not include a person hired as an independent  contractor,
leased employee,  consultant or a person otherwise  designated by the Company at
the time of hire as not eligible to participate in or receive benefits under the
Plan,  even  if such  ineligible  person  is  subsequently  determined  to be an
"employee" by any governmental or judicial authority.

5.       TERM OF PLAN

         No option with respect to shares  authorized  in or prior to 1969 under
this Plan shall be granted  pursuant to this Plan after  December 31,  1978,  no
option with respect to shares  authorized  in 1972 shall be granted  pursuant to
this Plan after December 31, 1992, no option,  stock appreciation right or stock
award,  with respect to shares  authorized in 1975 shall be granted  pursuant to
this Plan after December 31, 1992, no option,  stock  appreciation  right, stock
award,  performance unit award or tandem award with respect to shares authorized
in 1980 shall be granted  pursuant  to this Plan after  December  31,  1992,  no
option, stock appreciation right, stock award,  performance unit award or tandem
award with  respect to shares  authorized  in 1983 shall be granted  pursuant to
this Plan after December 31, 1992, no option,  stock  appreciation  right, stock
award,  performance unit award or tandem award with respect to shares authorized
in 1986 shall be granted  pursuant  to this Plan after  December  31,  1995,  no
option, stock appreciation right, stock award,  performance unit award or tandem
award with  respect to shares  authorized  in 1989 shall be granted  pursuant to
this Plan after December 31, 1998, no option,  stock  appreciation  right, stock
award,  performance unit award or tandem award with respect to shares authorized
in 1992 shall be granted  pursuant  to this Plan after  December  31,  2001,  no
option, stock appreciation right, stock award,  performance unit award or tandem
award with  respect to shares  authorized  in 1996 shall be granted  pursuant to
this Plan after December 31, 2005, no option,  stock  appreciation  right, stock
award,  performance unit award or tandem award with respect to shares authorized
in 1999 shall be granted  pursuant to this Plan after  December  31,  2008,  but
options,  stock appreciation rights,  performance unit awards, tandem awards and
restrictions on awards may extend beyond such dates.

                                       3
6.       TERMS AND CONDITIONS OF OPTIONS

         All options under the Plan shall be subject to the following  terms and
conditions:

         (a) Option Price. The option price per share shall be not less than the
fair  market  value of the Common  Stock on the date the option is  granted,  as
determined  by the  Committee in accordance  with  applicable  provisions of the
Internal   Revenue  Code  and  Treasury   Department   rulings  and  regulations
thereunder.

         (b) Number of Shares.  The option  shall  state the number of shares of
Common Stock covered thereby.

         (c) Payment. At the time of the exercise of the option the option price
shall be payable in cash and/or, if the option so provides,  in shares of Common
Stock  valued  at the  market  price at the time the  option is  exercised.  The
Committee may in its discretion  require or permit  payroll  deductions or other
suitable means to enable  optionees to accumulate  sufficient  funds to exercise
their options and pay the option price.

         (d) Term of Option.  An incentive  stock  option shall  provide that it
shall not be  exercisable  after the  expiration of ten years from the date such
option is  granted.  A  non-qualified  option  may be  exercisable  for a period
greater than ten years if so provided in the terms of the option.

         (e)  Exercise of Option.  No option may be  exercised  during the first
year of its  term or such  longer  period  as may be  specified  in the  option;
provided, however, in the event of a "Change of Control" of the Company, as that
term is defined  in  Section  11(e),  the Board may in its  discretion  make any
options  that  are not yet  exercisable  immediately  exercisable,  and  further
provided the Committee may in its  discretion  make any options that are not yet
exercisable  immediately exercisable in cases where (i) an optionee's employment
is to be terminated  due to a divestiture  or downsizing of a business,  (ii) in
the  case of a  retiring  optionee  who  holds  options  with  extended  vesting
provisions, or (iii) otherwise,  where the Committee determines that such action
is appropriate to prevent inequities with respect to an optionee. Thereafter, an
optionee,  subject to the terms of the option,  may exercise the option in whole
at any time or in part from time to time either by giving written notice thereof
addressed to the  Treasurer of the Company,  or by using other methods of notice
as the Committee  shall adopt,  specifying  the number of shares to be purchased
and accompanied by payment of the option price therefor.  In the event of death,
the  person  designated  in the  optionee's  Will,  or in the  absence  of  such
designation,   the  legal   representative  of  an  optionee,   or  if  a  legal
representative of the optionee has not been appointed,  the optionee's surviving
spouse, may in like manner exercise the option provided the same was exercisable
by the  optionee  at the time of his death,  but such  privilege  shall  expire,
subject to Section 6(d) and 6(f) (iii)  hereof,  one year after the death of the
optionee; provided, however, in any event that if the option is not exercised by
the last day in which it is  exercisable,  the option shall be exercised and the
proceeds paid to the deceased optionee's estate.

         (f)  Termination  of Option.  The option,  to the extent not exercised,
shall  terminate  upon its  expiration as set forth in Section 6(d) hereof,  its
surrender as set forth in Section 11(c)  hereof,  or upon breach by the optionee
of any  provision of the option,  or when the optionee  ceases to be an employee
for  any  reason  including  retirement,  whichever  event  shall  first  occur;
provided, however, that with respect to options granted during and subsequent to
August 1997 which are  otherwise  exercisable  in  accordance  with Section 6(e)
hereof on the date of termination of employment, three months after the optionee
ceases to be an employee for any reason including  retirement,  however,  if the
option so provides,  the Committee in its  discretion may permit the optionee to
exercise  the  option  for  reasons  of  hardship  up  to  twelve  months  after

                                       4
termination,  assuming that the option was otherwise exercisable; further except
that,  subject to Section 6(d) hereof (i) the  optionee,  if his  employment  is
terminated as a result of a disability,  and provided the option was exercisable
at the time of  termination  of  employment,  may elect to exercise  the option,
subject  to  Section  6(e)  hereof,  within  twelve  months  after  the  date of
termination,  (ii) in the event of his death while an employee, the option shall
terminate  as  provided  in  Section  6(e)  hereof,  and  (iii)  notwithstanding
subsections (i) and (ii) above, if the option so provides, in the event that the
optionee has retired or is eligible for retirement  under Sections 4a., b. or d.
of the  Company's  Retirement  Annuity  Plan, or as the same may be amended from
time to time, or under any pension or retirement  plan maintained by the Company
or any of its subsidiaries,  the optionee,  or in the event of death, the person
designated in the optionee's  Will, or in the absence of such  designation,  the
legal  representative  of such  optionee,  or if a legal  representative  of the
optionee has not been appointed,  the optionee's  surviving spouse, may elect to
exercise  the  option  at any time  until  such  option  expires  by its  terms;
provided,  however, in any event that if the option is not exercised by the last
day in which it is  exercisable,  the option shall be exercised and the proceeds
paid to the deceased  optionee's  estate;  any  subsequent  reemployment  of the
optionee by the Company shall not affect such  optionee's  right to exercise the
option as provided in this subsection (iii).

         (g) Recapitalization.  In the event of any change in the number or kind
of  outstanding   shares  of  Common  Stock  of  the  Company  by  reason  of  a
recapitalization,    merger,    consolidation,    reorganization,    separation,
liquidation,  stock split,  stock  dividend,  combination of shares or any other
change  in the  corporate  structure  or  shares  of  stock of the  Company,  an
appropriate adjustment will be made automatically, in accordance with applicable
provisions  of the Internal  Revenue Code and  Treasury  Department  rulings and
regulations  thereunder,  in the number and kind of shares for which options may
thereafter be granted both in the aggregate and as to each optionee,  as well as
in the number and kind of shares subject to options  theretofore granted and the
option price payable upon exercise of such options.

         (h)  Transferability.  The  option  shall  provide  that it will not be
transferable  by the  optionee  other  than by Will or the laws of  descent  and
distribution and shall be exercisable,  during the optionee's lifetime,  only by
him;  provided,  however,  that the  Committee in its  discretion  may grant (or
sanction  by way of an  amendment  to an  existing  grant)  non-qualified  stock
options which may be  transferred  by the  optionee,  solely as gifts during the
optionee's  lifetime,  to any member of the optionee's  immediate family or to a
trust  established  for the  exclusive  benefit  of one or more  members  of the
optionee's  immediate  family,  in which case the terms of such option  shall so
state. A transfer of an option  pursuant to this subsection may be effected only
by the Company at the written request of an optionee and shall become  effective
only when recorded in the Company's record of outstanding  options. In the event
an option is transferred as contemplated in this subsection, such option may not
be subsequently  transferred by the transferee other than by Will or the laws of
descent  and  distribution,  such  option  shall  continue to be governed by and
subject to the terms and conditions of this Plan and the relevant grant, and the
transferee  shall  be  entitled  to the same  rights  as the  optionee  as if no
transfer had taken place. As used in this subsection,  "immediate  family" shall
mean any spouse, child, stepchild or grandchild, and shall include relationships
arising from legal adoption.

         (i)  Applicable  Law. The option shall contain a provision  that it may
not be exercised  at a time when the exercise  thereof or the issuance of shares
thereunder  would  constitute a violation of any federal or state law or listing
requirements  of the New York Stock Exchange for such shares.  The provisions of
the Plan shall be construed, regulated and administered according to the laws of
the State of New York without  giving effect to principles of conflicts of laws,
except to the extent superseded by any controlling Federal statute.

                                       5
(j)  Incorporation  by Reference.  The option shall contain a provision
that all the applicable  terms and conditions of this Plan are  incorporated  by
reference therein.

         (k) Tandem  Award.  Any option  constituting  a part of a tandem  award
authorized by Section 10 hereof shall be subject to the terms and  conditions of
such award.

         (l) Other  Provisions.  The option shall contain such provisions as the
Committee  shall deem advisable  consistent with the terms of the Plan as herein
set forth.  In addition,  the  incentive  stock options shall contain such other
provisions as may be necessary to meet the  requirements of the Internal Revenue
Code and the Treasury  Department rulings and regulations issued thereunder with
respect to incentive stock options.

7.       STOCK APPRECIATION RIGHTS

         The Committee may, in its discretion,  grant stock appreciation  rights
to the  holder of any  incentive  stock  option or  non-qualified  stock  option
granted by the Company.  Such appreciation rights shall be subject to such terms
and conditions  consistent with the Plan as the Committee shall impose from time
to time, including the following:

         (a) An  appreciation  right may be made part of any such  option at the
time of its grant or at any time thereafter prior to its expiration;

         (b) Upon exercise of an appreciation right the holder shall be entitled
to receive:

             (i)  a  number  of  shares  of the  Common  Stock  of  the  Company
                  determined by dividing:

                  (1)  the number of shares which the optionee  selects,  not to
                       exceed the total  number of shares  that the  optionee is
                       eligible to purchase  as of the  exercise  date under the
                       related  option,  multiplied  by the  amount,  if any, by
                       which  the fair  market  value  of a share of the  Common
                       Stock of the  Company on the  exercise  date  exceeds the
                       option price provided in the related option, by

                  (2)  the fair market  value of a share of the Common  Stock of
                       the Company on the exercise date; provided, however, that
                       the total number of shares which may be received pursuant
                       to the exercise of an appreciation right shall not exceed
                       the total number of shares subject to the related option;
                       or

             (ii) if so provided in the award,  (a) payment of cash equal to the
                  aggregate  fair market  value on the date of such  exercise of
                  the number of shares of Common Stock  determined  under clause
                  (i); or (b) in part cash and in part shares; all as determined
                  by the Committee in its sole discretion;

         (c) No fractional share or cash in lieu thereof will be issued upon the
exercise of any such right; and

         (d)  Exercise  of an  appreciation  right,  in whole or in part,  shall
exhaust and  terminate  the related  option with respect to the number of shares
used  in the  calculation  under  subsection  (b)(i)(1)  of  this  Section  7 in
determining  the number of shares issued upon such exercise of the  appreciation
right (or which  would  have

                                       6
been issued but for any cash  payment).  Upon such  exercise of an  appreciation
right,  the number of shares subject to  reallocation  under Section 13 shall be
equal to the  difference  between the number of shares  used in the  calculation
under subsection  (b)(i)(1) of this Section 7 and the number of shares issued to
the optionee  pursuant to such exercise (or which would have been issued but for
any cash payment).

8.       STOCK AWARDS

         Stock  awards  will  consist of shares of Common  Stock of the  Company
issued to participating  employees as additional compensation for their services
to the Company.  Stock awards shall be subject to the  provisions  of Section 3,
this Section 8, Section 11(a),  (c) and (d) and,  during the period in which the
restrictions or the Company's right of reacquisition hereinafter referred to are
in effect,  Section 11(b).  Other than for stock awards determined in accordance
with the Company's Performance-Contingent Share Award Program and paid out under
this Plan, as to which there shall be no waiting  period,  each stock award to a
participant  shall  provide  that the  shares  subject  to such award may not be
transferred or otherwise  disposed of by the participant prior to the expiration
of a period or periods specified therein, which shall not occur earlier than one
year  following  the date of the award  (except  that the award may  permit  the
earlier lapse of such  restriction  in the event of the  participant's  death or
disability or retirement  pursuant to any pension or retirement  plan maintained
by the Company or any of its subsidiaries),  and that the Company shall have the
right to reacquire such shares upon termination of the participant's  employment
with the Company while such restriction is in effect,  such  reacquisition to be
upon the terms and conditions  provided in the award. Stock awards shall also be
subject to such other terms and conditions,  not inconsistent  therewith, as the
Committee determines to be appropriate.

9.       PERFORMANCE UNIT AWARDS

         Performance  unit awards will consist of performance  units credited to
participating  employees.  Each award shall  specify  the initial  value of each
performance unit, such value to be determined by reference to the book or market
value of the Common  Stock of the Company or to the  Company's  earnings or such
other  criteria  related to the Company's  performance as the Committee may deem
appropriate.  The award  shall be payable  in cash  and/or  Common  Stock of the
Company as the Committee shall determine in its sole discretion.

         Subject to the  provisions  of this  Section 9 and of  Section  11, the
Committee  shall have  exclusive  authority  to determine  additional  terms and
conditions  of each  performance  unit  award.  Such  terms and  conditions  may
include, without limitation, provisions under which:

         (1) On the payment date  prescribed  in the award a  participant  shall
become  entitled  to receive  the full value of each such unit on such date,  or
such other amount as such award may specify;

         (2) Each unit may accrue  earnings  determined by reference to earnings
per share or dividends paid per share on the Common Stock of the Company,  or to
the prime or another specified  lending rate, or to other criteria  specified in
the award and payable at such time or times as may be specified therein;

         (3) The right of a  participant  to  receive  payments  in respect of a
performance  unit  may be made  subject  in  whole  or in part to the  Company's
attainment of earnings or other objectives specified in the award; and

                                       7
(4)  The  determination  of  all  relevant  valuation  and  other  data
pertaining to the award shall be in the sole judgment of the Committee.  Without
limitation of the  foregoing,  in the event that an amount payable in respect of
an award is based  in  whole or in part on the  Company's  earnings  or the book
value of its  Common  Stock,  the  Committee  may make such  adjustments  to the
publicly reported amounts of the Company's consolidated earnings or of such book
value as it deems appropriate for changes in accounting practices or principles,
for  material   acquisitions  or   dispositions   of  stock  or  property,   for
recapitalizations  or  reorganizations  or for any other  events with respect to
which the Committee  determines such an adjustment to be appropriate in order to
avoid distortion in the operation of the Plan.

         Each award shall be evidenced by a written  instrument  which shall set
forth the number of performance units covered thereby,  the initial dollar value
of each such unit, the terms and conditions,  if any, under which such value may
change prior to the vesting of the unit,  the terms and  conditions  under which
each such unit will vest and such  other  matters as the  Committee  in its sole
discretion may deem  appropriate.  The Committee may from time to time establish
such rules as it deems  appropriate  regarding the manner and timing of payments
of amounts due in respect of vested units.

         No  performance   unit  award  shall  provide  for  the  vesting  in  a
participating  employee of any  performance  unit covered  thereby  prior to the
expiration of a period of one year after the date of the award,  except that the
award  may  provide  for such  vesting  in the event of death or  disability  or
retirement of the employee  pursuant to a pension or retirement  plan maintained
by the  Company  or one of its  subsidiaries  prior  to the  expiration  of such
period.  Each award shall provide that prior to the vesting of the units covered
thereby  they shall be subject to  forfeiture  (A) upon the  termination  of the
recipient's  employment  with the  Company,  (B) as  contemplated  by Section 10
hereof,  if such award is part of a tandem  award,  and (C) as may  otherwise be
specified in the award.

         No participant shall be entitled to receive in respect of a performance
unit payments of amounts exceeding twice the original value established for such
unit.

         The maximum  dollar value of  performance  units which may be initially
awarded  to  participants  may not  exceed  1,500,000  "Reference  Units" in the
aggregate  for  all  participants,  and  50,000  Reference  Units  for  any  one
participant. For purposes of this paragraph:

         (1) A Reference  Unit shall be the equivalent of the greater of (a) the
fair market value of one share of the Common Stock of the Company on the date as
of which a particular award of performance  units is made, or (b) the book value
of a share of such Common Stock as at the end of the last completed  fiscal year
of the Company prior to such award date plus the cash  dividends  paid per share
on such stock during such fiscal year; and

         (2)  Crediting  of an award of  performance  units  shall  exhaust  and
terminate a number of Reference  Units equal to the number  obtained by dividing
the  credited  dollar  value of such  performance  units by the  greater  of the
amounts  referred to in subclauses (a) and (b) of Clause 1 above,  and except as
provided in the following sentence, such terminated Reference Units shall not be
utilized for subsequent awards.

         In the event that an award of performance units is forfeited or for any
other  reason the cash amount or the value of the shares of the Common  Stock of
the Company (as  determined  by the Committee in its sole  judgment)  ultimately
delivered to a participant in payment for an award of  performance  units (other
than amounts paid to the  participant as earnings on the  performance  units) is
less than the  Reference  Units  originally  exhausted and  terminated  upon the
crediting of such award, a number of Reference  Units equal to

                                       8
the dollar amount of such shortfall divided by the value originally  assigned to
such  Reference  Units shall be restored  and become  available  for  subsequent
awards under the Plan.

         Nothing  contained  herein  shall be  deemed  to limit the right of the
Board of  Directors  or a duly  appointed  committee  thereof to  authorize  the
payment or award of compensation  other than in stock to any employee  otherwise
than  pursuant to the Plan,  regardless  of the fact that a  particular  form of
compensation  may be the same as or similar to that which the  Committee may pay
or award to participants under Section 9 of the Plan.

10.      TANDEM AWARDS

         The  Committee  may,  in  its   discretion,   grant  tandem  awards  to
participating  employees. A tandem award shall consist of a right of election by
the  employee  among  two or more of the  following:  (A) an  option,  which may
include a stock appreciation right with respect thereto,  (B) a performance unit
award,  and (C) a stock  award.  Subject to the  provisions  of Section 11, such
right of election  shall be upon such terms and  conditions as the Committee may
specify in the tandem award, which shall include the following:

         (a) The number of shares of the Common Stock of the Company  covered by
the  option,  the number of shares  covered by the stock award and the number of
performance units covered by the performance unit award;

         (b) Provisions  establishing the number of shares and performance units
which will remain  subject to each portion of the tandem award upon the exercise
of the right of election in whole or in part; and

         (c) The date on which  the right of  election  shall  terminate  unless
earlier exercised or terminated pursuant to the terms of the tandem award.

11.      CONDITIONS APPLICABLE TO ALL AWARDS

         (a) Recapitalization.  In the event of any change in the number or kind
of  outstanding   shares  of  Common  Stock  of  the  Company  by  reason  of  a
recapitalization,    merger,    consolidation,    reorganization,    separation,
liquidation,  stock split,  stock  dividend,  combination of shares or any other
change  in the  corporate  structure  or  shares  of  stock of the  Company,  an
appropriate adjustment will be made automatically, in accordance with applicable
provisions  of the Internal  Revenue Code and  Treasury  Department  rulings and
regulations  thereunder,  in the number and kind of shares and performance units
subject to  Sections  8, 9 and 10 and the maximum  dollar  value of  performance
units subject to Sections 9 and 10.

         (b) Transferability.  Each award to a participant under Section 8, 9 or
10  shall  provide  that  neither  the  award  nor any  right or  interest  of a
participant  therein shall be transferable by the participant other than by Will
or the  laws  of  descent  and  distribution,  and  that  such  award  shall  be
exercisable, during the participant's lifetime, only by him.

         (c)  Surrender.  The  Committee may require the surrender of an option,
stock  appreciation  right,  stock award or performance unit award granted under
this  Plan  as  a  condition  precedent  to  a  grant  of a  new  option,  stock
appreciation  right,  stock  award or  performance  unit award for the same or a
different  number of shares or having the same or a different  initial  value in
Reference  Units  as the  option,  stock  appreciation  right,  stock  award  or
performance unit award surrendered.  Such new option,  stock appreciation right,
stock  award  or  performance  unit  award  shall  be  subject  to the  terms or
conditions  specified  by the  Committee  at the  time

                                       9
the new option,  stock appreciation right, stock award or performance unit award
is granted,  all  determined  in  accordance  with the  provisions  of this Plan
without  regard  to the  price,  period  of  exercise,  or any  other  terms  or
conditions of the option,  stock appreciation  right, stock award or performance
unit award surrendered.

         (d) Leave of  Absence.  If  approved by the  Committee,  an  employee's
absence or leave  because of military or  governmental  service,  disability  or
other reason shall not be  considered  an  interruption  of  employment  for any
purpose of the Plan.

         (e) Change of Control shall mean the occurrence of any of the following
events: (a) at any time during the two-year period following the Effective Date,
or the  beginning  of a renewal  term as the case may be, at least a majority of
the  Company's  Board  of  Directors  shall  cease  to  consist  of  "Continuing
Directors"  (meaning  directors of the Company who either were  directors at the
beginning of such two-year period or who subsequently became directors and whose
election, or nomination for election by the Company's stockholders, was approved
by a majority of the then Continuing Directors);  or (b) any "person" or "group"
(as determined for purposes of Section  13(d)(3) of the Securities  Exchange Act
of 1934),  except any  majority-owned  subsidiary of the Company or any employee
benefit plan of the Company or any trust or investment manager thereunder, shall
have acquired  "beneficial  ownership" (as determined for purposes of Securities
and Exchange  Commission  ("SEC") Regulation 13d-3) of shares of Common Stock of
the Company having 20% or more of the voting power of all outstanding  shares of
capital stock of the Company,  unless such acquisition is approved by a majority
of  the  directors  of  the  Company  in  office   immediately   preceding  such
acquisition;  or (c) a merger or consolidation  occurs to which the Company is a
party,  whether  or not the  Company  is the  surviving  corporation,  in  which
outstanding  shares of Common Stock of the Company are converted  into shares of
another  company (other than a conversion  into shares of voting common stock of
the successor  corporation or a holding company thereof  representing 80% of the
voting power of all capital  stock  thereof  outstanding  immediately  after the
merger or  consolidation)  or other securities (of either the Company or another
company) or cash or other  property;  or (d) the sale of all,  or  substantially
all, of the Company's  assets  occurs;  or (e) the  stockholders  of the Company
approve a plan of complete liquidation of the Company.

12.      DEFINITIONS

         (a)  Company.  The term  "Company"  shall mean  Pfizer  Inc, a Delaware
corporation.

         (b) Board of Directors.  The term "Board of  Directors"  shall mean the
Board of Directors of Pfizer Inc.

         (c) Employee  Compensation and Management  Development  Committee.  The
term "Employee Compensation and Management Development Committee" shall mean the
Employee  Compensation  and  Management  Development  Committee of Pfizer Inc as
constituted by resolution of the Board of Directors.

         (d) Executive Compensation Committee.  The term "Executive Compensation
Committee"  shall mean the  Executive  Compensation  Committee  of Pfizer Inc as
constituted by resolution of the Board of Directors.

         (e)   Committee.   The  term   "Committee"   shall  mean  the  Employee
Compensation  and  Management  Development  Committee  or such  other  committee
referred to in the second  proviso of the last sentence of Section 4 hereof,  as
may be appropriate.

                                       10
(f)  Subsidiary.   The  term  "subsidiary"   shall  mean  a  subsidiary
corporation of the Company as defined in Section 424(f) of the Internal  Revenue
Code.

         (g) Common Stock. The term "Common Stock" shall mean the $.10 par value
Common Stock of the Company,  authorized but unissued,  or issued and reacquired
by the Company and held as Treasury Stock,  or held by any trust  established by
the Company for the purpose of  satisfying  the  Company's  obligations  for the
issuance of Common Stock under the Plan.

         (h) Tandem  Options.  A "Tandem  Option" shall mean an incentive  stock
option  and a  non-qualified  option  granted  to an  optionee,  subject  to the
provision that the exercise of all or any part of either option will result in a
reduction in the other option.

         (i) Internal Revenue Code. The term "Internal  Revenue Code" shall mean
the Internal Revenue Code of 1986, as it may be amended from time to time.

13.      REALLOCATION OF UNUSED SHARES

         Any  shares  which  are not  purchased  or  awarded  under  an  option,
performance  unit award or right of  election  which has  terminated  or lapsed,
either by its terms or  pursuant  to the  exercise,  in whole or in part,  of an
award or right  granted  under the Plan,  or shares which are  reacquired by the
Company  pursuant  to  Section 8 hereof,  may be used for the  further  grant of
options or, if such shares were authorized in 1975, stock awards under the Plan,
or if such shares were  authorized in 1980 or after,  stock awards,  performance
unit awards or tandem awards under the Plan. For purposes of this Section 13 the
number of shares  subject to a tandem award under  Section 10 hereof which shall
be deemed  not to have  been  purchased  or  awarded  as of the time such  award
terminated or lapsed shall equal the excess,  if any, of (i) the maximum  number
of shares which the  participant  was entitled to receive under the tandem award
over (ii) the number of shares  which he in fact had  received as of the time of
such termination or lapse.

14.      USE OF PROCEEDS

         The  proceeds  received by the Company from the sale of stock under the
Plan shall be added to the  general  funds of the  Company and shall be used for
such corporate purposes as the Board of Directors shall direct.

15.      AMENDMENT AND REVOCATION

         The Board of Directors  shall have the right to alter,  amend or revoke
the Plan or any part  thereof  at any  time  and  from  time to time,  provided,
however,  that without the consent of the participants affected no change may be
made in any option or award theretofore granted, which will impair the rights of
participants under outstanding options or awards; and provided further, that the
Board of Directors may not, without the approval of the holders of a majority of
the outstanding Common Stock, make any alteration or amendment to the Plan which
increases the maximum number of shares of Common Stock which may be issued under
the Plan or the  number of shares of such  stock  which may be issued to any one
participant,  extends  the term of the Plan or of  options  granted  thereunder,
reduces the option price below that now provided for in the Plan, or changes the
conditions of exercise of options  specified in Section 6(e).  The Committee may
make non-substantive administrative changes to the Plan so as to conform with or
take  advantage  of  governmental  requirements,  statutes or  regulations.  The
Employee  Compensation  and  Management  Development  Committee  may delegate to
another  committee,  as it  may  appoint,  the  authority  to  take  any  action
consistent

                                       11
with the terms of the Plan,  either  before or after an option or award has been
granted,  which such other committee deems necessary or advisable to comply with
any government laws or regulatory  requirements of a foreign country,  including
but not limited to, modifying or amending the terms and conditions governing any
options or awards,  or establishing any local country plans as sub-plans to this
Plan, each of which may be attached as an Appendix hereto.

16.  COMPLIANCE WITH SECTION 16

         With  respect  to  Members  subject  to  Section  16 of the  Securities
Exchange  Act of 1934,  transactions  under the Plan are intended to comply with
all applicable conditions of Rule 16b-3 or its successors under the 1934 Act. To
the extent that  compliance  with any Plan provision  applicable  solely to such
Members is not  required  in order to bring a  transaction  by such  Member into
compliance  with  Rule  16b-3,  it  shall  be  deemed  null  and void as to such
transaction,  to the extent  permitted  by law and deemed  advisable by the Plan
administrators.  To the extent any  provision  of the Plan or action by the Plan
administrators involving such Members is deemed not to comply with an applicable
condition of Rule 16b-3, it shall be deemed null and void as to such Members, to
the extent permitted by law and deemed advisable by the Plan administrators.

                                       12
APPENDIX A

                RULES OF THE PFIZER INC STOCK AND INCENTIVE PLAN
                             FOR EMPLOYEES IN FRANCE

1.       INTRODUCTION

         The Pfizer Inc Stock and Incentive Plan  (hereinafter the "Plan" or the
"U.S. Plan") specifically authorizes the Committee to establish rules applicable
to options granted under the U.S. Plan,  including  options granted to employees
in France,  as the Committee deems advisable.  The Committee has determined that
it is advisable to  establish a sub-plan  for the  purposes of  permitting  such
options to qualify for  favorable  local tax and social  security  treatment  in
France.  Therefore,  the Company now establishes a sub-plan of the U.S. Plan for
the purpose of granting  options  which qualify for the favorable tax and social
security  treatment in France  applicable to options  granted under the Law  No.
70-1322 of December 31, 1970, as subsequently  amended, to qualifying  employees
who are resident in France for French tax purposes.  The terms of the U.S. Plan,
of which this sub-plan is a part,  shall  constitute the Company's  stock option
plan for French  Employees  (the  "French  Plan").  Under the French  Plan,  the
qualifying employees will be granted only stock options. In no case will they be
granted  substitute  awards,  e.g.,  stock  bonuses,   restricted  stock,  stock
appreciation rights or other similar awards.

2.       DEFINITIONS

         Terms used in the French Plan shall have the same meanings as set forth
in the U.S. Plan.

         In addition, the term "Option" shall have the following meaning:

         a.   Purchase options, that are rights to acquire shares repurchased by
              the Company prior to the grant of said options; or

         b.   Subscription  options,  that are rights to subscribe  newly issued
              shares.

         The term "Grant Date" shall be the date on which the Committee both (a)
designates the optionee and (b) specifies the terms and conditions of the Option
including the number of shares and the Option price.

         The term "Exercise  Eligibility  Date" shall mean the fifth anniversary
of the Grant Date.

3.       ENTITLEMENT TO PARTICIPATE

         Any  salaried  employee  or  corporate  executive  in  France  shall be
eligible to receive  options  under the French Plan provided that he or she also
satisfies the eligibility conditions of the U.S. Plan. Options may not be issued
under the French Plan to  employees or  executives  owning more than ten percent
(10%) of the Company's capital shares or to individuals other than employees and
corporate  executives of a French subsidiary of the Company.  Options may not be
issued to  directors  of a French  subsidiary  unless they are  employed by such
subsidiary.

                                       13
4.       CONDITIONS OF THE OPTION/OPTION PRICE

         Notwithstanding  any provision in the U.S.  Plan to the  contrary,  the
conditions of the Options (option price, number of underlying shares and vesting
period)  will not be  modified  after the grant date,  except as provided  under
Section 6 of the French  Plan.  In this  respect,  Options will not be repriced,
re-granted, nor will the time at which Options may be exercised be accelerated.

         The option price per share of common stock payable  pursuant to options
issued  hereunder  shall be fixed by the  Committee  on the date the  option  is
granted,  but in no event  shall  the  option  price  per share be less than the
greater of:

         a.   with respect to purchase options over the common stock, the higher
              of either 80% of the average  quotation price of such common stock
              during the 20 days of quotation  immediately  preceding  the grant
              date or 80% of the  average  purchase  price paid for such  common
              stock by the Company;

         b.   with respect to subscription options over the common stock, 80% of
              the average  quotation  price of such common  stock  during the 20
              days of quotation immediately preceding the grant date; and

         c.   the minimum option exercise price permitted under the U.S. Plan.

5.       EXERCISE OF AN OPTION

         Upon exercise of an option,  the full option price will have to be paid
either by check or  credit  transfer.  The  optionee  may also give  irrevocable
instructions  to a  stockbroker  to  properly  deliver  the option  price to the
Company.

         The shares  acquired  upon exercise of an option will be recorded in an
account  in the name of the  shareholder,  or if the shares are held by a broker
after exercise, in an account in the name of the shareholder with the broker.

         No Option  can be  exercised  before  the  Exercise  Eligibility  Date.
However,  in the case of  death of an  optionee,  outstanding  options  shall be
immediately  vested and exercisable  under the conditions set forth by Section 7
of the French Plan.

6.       CHANGES IN CAPITALIZATION

         In  compliance  with French law, the option price shall not be modified
during the option's duration. Adjustments to the option exercise price or number
of shares  subject to an option issued  hereunder  shall be made to preclude the
dilution or enlargement of benefits under such option only in the case of one or
more of the following transactions by the Company:

         a.   an increase of corporate capital by cash contribution;

         b.   an issuance of convertible or exchangeable bonds;

                                       14
c.   a  capitalization  of  retained  earnings,  profits,  or  issuance
              premiums;

         d.   a distribution of retained  earnings by payment in cash or shares;
              and

         e.   a reduction of corporate capital by set off against losses.

7.       DEATH

         In the event of the death of a French optionee, said individual's heirs
may exercise the option within six months following the death, provided that any
option which remains  unexercised  shall expire six months following the date of
the optionee's death.

8.       INTERPRETATION

         It is intended that options granted under the French Plan shall qualify
for the favorable tax and social security treatment  applicable to stock options
granted under the Law No. 70-1322 of December 31, 1970, as subsequently amended,
and in accordance  with the relevant  provisions set forth by French tax law and
the French tax administration. The terms of the French Plan shall be interpreted
accordingly and in accordance  with the relevant  provisions set forth by French
tax and social  security  laws,  as well as the  French tax and social  security
administrations.

9.       AMENDMENTS

         Subject to the terms of the U.S. Plan, the Committee reserves the right
to amend or terminate the French Plan at any time.

10.      ADOPTION

         The French Plan was adopted by the Board of Directors of the Company at
a meeting held on August 27, 1998.

                                       15
APPENDIX B

        SPECIAL PROVISIONS APPLICABLE TO EMPLOYEES IN THE UNITED KINGDOM

1.       ADMINISTRATION; OPERATION AND EFFECT

         This Amendment to the Plan, which is effective as of June 26, 1986 sets
forth the  Employee  Share Option (UK) Scheme  (hereinafter  referred to as "the
Scheme").  In all respects,  the Scheme will be administered by the Committee as
provided  in Section 2 of the  Plan.*****  No  amendment  to the Plan shall have
effect in  relation  to the Scheme  and no  amendment  to the Scheme  shall have
effect  without the prior approval of the Board of Inland Revenue in the UK. The
Committee  shall be  responsible  for ensuring that all matters  relating to the
Scheme are in compliance with UK tax laws and codes.

2.       STOCK

         Options  granted  under this Scheme shall be to purchase  shares of the
Company's  authorized,  but unissued or  reacquired  Common  Stock  (hereinafter
referred to as "Scheme  Shares")  satisfying the requirements of paragraphs 7 to
11 of  Schedule  10 to the  Finance  Act of  1984  (hereinafter  referred  to as
"Schedule  10").  The total number of such shares with respect to which  options
may be  granted  under the  Scheme is subject to the limits set out in the Plan*
and the limits set out below.

3.       ELIGIBILITY

         Persons eligible to receive options under the Scheme shall be employees
or full time directors of the Company's UK subsidiaries  who are employed at the
time of the grant of the option and whom the Committee selects from time to time
PROVIDED  ALWAYS that at the date of the grant or  exercise of the option,  they
are not ineligible to  participate in the Scheme by virtue of paragraph  4(1)(b)
of Schedule 10.*****

4.       TERMS AND CONDITIONS OF OPTIONS

         (a)  Grants of Options

         Offers of options may be sent as soon as practicable  after approval of
the Scheme by the UK Board of Inland  Revenue,  and  thereafter at any time. All
offers of options shall be evidenced by an option  certificate and shall be made
on the basis  that  participation  in the  Scheme  will be deemed to  constitute
acceptance  of the  provisions  set forth or  incorporated  by reference in this
Amendment to the Plan.

         (b)  Number of Shares

         The number of Scheme  Shares  subject to each  option  shall be stated.
Such number shall be determined by the  Committee,  but their  aggregate  Market
Value, as that term is defined in Schedule 10, and number of Shares shall not at
any time exceed either:

              (i)  the aggregate fair market value or the number of Shares as is
                   determined  for  such  option  holder  by  the  Committee  in
                   accordance with Section 3 of the Plan; or

                                       16
(ii) in total with  subsisting  options over shares  granted under
                   any  scheme  established  by the  Company  or any  associated
                   company of the Company (not being a  savings-related  scheme)
                   approved by the Board of Inland  Revenue  under  Schedule 10,
                   (pound)30,000.******

         In  calculating  the limits  stated  above and the Market  Value,  sums
         denominated in US dollars shall be converted to sterling at the rate of
         exchange  published by the Company's  bankers  (being a United  Kingdom
         clearing  bank) at 11  o'clock  a.m.  on the  date of the  grant of the
         relevant option.

         (c)  Option Price and Payment of Option Price

              (i)  The  option  price per  share  shall be no less than the mean
                   between the high and the low selling  prices on the composite
                   tape of the New York Stock  Exchange  as  reported by the New
                   York Times for the date the option is granted.

              (ii) Upon the  exercise  of an option,  the option  price shall be
                   payable in lawful money of the United  States and may be paid
                   in cash or by certified check or by bank draft.

         (d)  Terms and Exercise of Options

         The times at which  and the  terms  under  which  any  option  shall be
exercisable  shall (unless otherwise stated in accordance with the determination
of the Committee and with prior  approval of the Board of Inland  Revenue) be as
stated in Section  6(d),  6(e) and 6(f)**,  ***** of the Plan  provided that the
reference  to  Section  11(c) in Section 6 of the Plan  shall be  replaced  by a
reference  to  Clause  4(f) of the  Scheme  and in no  event  may an  option  be
exercised more than 12 months after an option holder's death.***, *****

         (e)  Recapitalization

         Section  6(g)***** of the Plan shall apply to the Scheme  provided that
any  adjustments  made pursuant to that Section shall not be made  automatically
but shall be  subject  to the  prior  approval  of the  Board of Inland  Revenue
pursuant  to  Schedule  10 to the  Finance  Act and take  effect only after such
approval.

         (f)  Surrender

         The Committee may require the surrender of an option  granted under the
Scheme as a  condition  precedent  to a grant of a new  option for the same or a
different number of shares surrendered. Such new options shall be subject to the
terms and  conditions  specified by the  Committee at the time the new option is
granted, determined in accordance with the provisions of the Plan and the Scheme
without regard to the price, period of exercise or any other terms or conditions
of the options surrendered.

         (g)  Transferability, Applicable Law and Leave of Absence

         Sections 6(h)*****,  except the proviso thereto, 6(i)***** and, subject
to Clause 3 hereof, 11(d) of the Plan shall apply to the Scheme.

                                       17
(h)  Incorporation by Reference

         The option  agreement  shall contain a provision that all the terms and
conditions of the Scheme are incorporated by reference therein.

5.       REALLOCATION OF UNUSED SHARES

         Any shares which are not purchased under an option which has terminated
or lapsed,  either by its terms or pursuant to the exercise in whole or in part,
may be used for the further  grant of options,  provided  always that no options
shall be granted to an employee at a time when his employment is interrupted.

6.       AMENDMENT AND REVOCATION

         Section 15 of the Plan shall apply to the Scheme but no  amendment  may
be made so as to have  effect  with  respect to the Scheme or the Scheme  Shares
without the prior approval of the Board of Inland Revenue.****, *****

7.       DEFINITIONS

         (a)  In the Scheme,  the term the "Plan" shall mean the Company's Stock
              Option and Incentive Plan of 1965 as amended.

         (b)  Section 12 of the Plan other than  sub-sections  (d) and (h) shall
              apply to the Scheme.*****

                                       18
(FOOTNOTES FOR UK PLAN)

*        Section 3 of the Plan was amended by resolution of the  shareholders on
         April  26,  1990 and has  effect in  relation  to the  Scheme  with the
         approval of the Board of Inland Revenue in the UK given June 14, 1990.

**       Section  6(e),  6(f)  and 11 were  amended  with  the  approval  of the
         shareholders  on April  26,  1990.  These  amendments  have  effect  in
         relation to the Scheme with the approval of the Board of Inland Revenue
         in the UK given on June 14, 1990 provided that the amendment to Section
         6(e) to give the  Board  power to "make  any  options  that are not yet
         exercisable immediately  exercisable" shall not have effect with regard
         to subsisting options granted before June 14, 1990.

***      Section 6(e) was further amended with the approval of the  shareholders
         on April 22, 1993 by the insertion of the following  words "and further
         provided the Committee may in its discretion  make any options that are
         not yet  exercisable  immediately  exercisable  in cases  where  (i) an
         optionee's  employment  is to be  terminated  due to a  divestiture  or
         downsizing of a business,  (ii) in the case of a retiring  optionee who
         holds options with extended  vesting  provisions,  or (iii)  otherwise,
         where the  Committee  determines  that such  action is  appropriate  to
         prevent  inequities  with  respect  to an  optionee"  at the end of the
         second  sentence.  The  amendment  has effect in relation to the Scheme
         with the  approval  of the Board of Inland  Revenue  in the UK given on
         August 5, 1993 provided that the  discretionary  power conferred on the
         Committee "to make any options that are not yet exercisable immediately
         exercisable"  shall not have effect with regard to  subsisting  options
         granted before August 5, 1993.

****     Section  15 of the Plan  was  amended  by  resolution  of the  Board of
         Directors on December 18, 1989 and has effect in relation to the Scheme
         with the  approval of the Board of Inland  Revenue in the UK given June
         14, 1990.

*****    (i)    Section 1 of the Plan was amended by resolution  of the Board of
                Directors on October 22, 1998.

         (ii)   Section 2 of the Plan was amended by  resolution of the Employee
                Compensation and Management Development Committee dated December
                15, 1997 and  further by  resolution  of the Board of  Directors
                dated October 22, 1998.

         (iii)  Section 3 of the Plan was amended by resolutions of the Board of
                Directors  dated April 27, 1995 and April 24, 1997, in each case
                as a result of a stock split to the Common Stock of the Company,
                and by  resolution of the Board of Directors  effective  January
                25, 1996 by the  approval of the  majority of the holders of the
                Common Stock of the Company.

         (iv)   Section 4 of the Plan was amended by the Board of  Directors  on
                May 28, 1998.

         (v)    Section 6(e) of the Plan was amended by  resolution of the Board
                of Directors on October 22, 1998.

                                       19
(vi)   Section 6(f) of the Plan was amended by  resolution of the Board
                of Directors on June 26, 1997.

         (vii)  Section 6(g) of the Plan was amended by  resolution of the Board
                of Directors on January 25, 1996.

         (viii) Section 6(h) of the Plan was amended by  resolution of the Board
                of Directors on September 26, 1996.

         (ix)   Section 6(i) of the Plan was amended by  resolution of the Board
                of Directors on May 28, 1998.

         (x)    Section 12(g) of the Plan was amended by resolution of the Board
                of Directors on June 23, 1994.

         (xi)   Section 15 of the Plan was amended by resolution of the Board of
                Directors on October 22, 1998.

         The amendments listed,  with the exception of the amendments to Section
         6(h) noted at (viii)  above and to Section  6(g) noted at (vii)  above,
         have effect in  relation  to the Scheme  with  approval of the Board of
         Inland  Revenue  in the UK given on March 25,  1999  provided  that the
         following  amendments  shall not have effect with regard to  subsisting
         options granted before March 25, 1999:

         A      the amendments to Section 2 mentioned at (ii) above

         B      the amendments to Section 6(f) mentioned at (vi) above

         C      the amendment to Section 6(i) mentioned at (ix) above

******   Note Section 4 of the Scheme was amended on March 25, 1999  pursuant to
         Finance Act 1996 and without  prejudice  to options  outstanding  which
         were granted prior to July 17, 1995.

                                       20
EXHIBIT 5

                        [LETTERHEAD OF MARGARET M. FORAN]

April 22, 1999

Pfizer Inc.
235 East 42nd Street
New York, New York 10017-5755

Pfizer Inc.:

         In connection with the  Registration  Statement on Form S-8 relating to
55,000,000 shares of Common Stock of Pfizer Inc. under the Pfizer Inc. Stock and
Incentive Plan, it is my opinion that:

         All necessary  corporate  proceedings  have been taken to authorize the
issuance of the shares  under the Plan,  and all such shares,  upon  issuance in
accordance  with the Plan and upon full payment in cash for such shares  issued,
will be validly issued and outstanding and fully paid and non-assessable.

         In preparing  this  opinion,  I have  examined  certificates  of public
officials,  certificates of officers and copies  certified to my satisfaction of
such  corporate  documents and records of the Company and such other papers as I
have thought relevant and necessary as a basis for my opinion.  I have relied on
such certificates in connection with the accuracy of actual matters contained in
such documents which were not independently established.

         I consent to the use of this opinion in the Registration  Statement and
to the reference to my name under the heading "Legal Opinion" in the Prospectus.
In giving  such  consent,  I do not admit  that I come  within the  category  of
persons whose consent is required under Section 7 of the Securities Act of 1933,
or the Rules and Regulations of the Securities and Exchange Commission.

                                                     Very truly yours,

                                                     /s/ MARGARET M. FORAN
                                                     ---------------------------
                                                         MARGARET M. FORAN
EXHIBIT 23(B)

                  CONSENT OF INDEPENDENT CERTIFIED ACCOUNTANTS

The Board of Directors Pfizer Inc.:

         We consent to the use of our audit  report  dated  February 25, 1999 on
the consolidated financial statements of Pfizer Inc. and subsidiary companies as
of  December  31,  1998,  1997 and 1996,  and for each of the years then  ended,
incorporated in the Registration Statement on Form S-8 by reference.

                                                 /s/ KPMG LLP
                                                --------------------------------
                                                     KPMG LLP

New York, New York

April 22, 1999