<HTML>
<HEAD>
<TITLE>Pfizer Inc. S-8 April 2001 Stock Incentive Plan</TITLE>
</HEAD>
<BODY LINK="#0000ff" VLINK="#800080" bgcolor="#FFFFFF" text="#000000">
<FONT SIZE=2>
<P ALIGN="CENTER">As filed with the Securities and Exchange Commission on April 27, 2001<BR>
Registration Statement No. 333-______</P>
</FONT><B><P ALIGN="CENTER"><FONT SIZE=4>SECURITIES AND EXCHANGE COMMISSION<BR>
</font><FONT SIZE=2>450 5th Street N.W.<BR>
Washington, D.C. 20549</font></P>
</B><FONT SIZE=2><U><P ALIGN="CENTER">&#9;&#9;</P>
</U></FONT><B><P ALIGN="CENTER"><FONT SIZE=4>FORM S-8<BR>
</font><FONT SIZE=2>REGISTRATION STATEMENT<BR>
Under<BR>
THE SECURITIES ACT OF 1933</font></P>
</B><FONT SIZE=2><U><P ALIGN="CENTER">&#9;&#9;</P>
</U></FONT><B></B><P ALIGN="CENTER"><FONT SIZE=4><B>PFIZER INC.<BR>
</b></font><FONT SIZE=2>(Exact name of Registrant as specified in its charter)</font></P>
<FONT SIZE=2>
<P ALIGN="CENTER"><B>DELAWARE</b>&#9;&#9;&#9;&#9;&#9;&#9;&#9;<B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13-5315170<BR>
  </B>(State of Incorporation)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#9;&#9;&#9;&#9;(I.R.S.
  Employer Identification No.)</P>
<P ALIGN="CENTER"><B>235 EAST 42ND STREET<BR>
  NEW YORK, NEW YORK 10017-5755<BR>
  </b>(Address of Principal Executive Offices)</P>
<U>
<P ALIGN="CENTER">&#9;&#9;</P>
</U>
<P ALIGN="CENTER"><B>PFIZER INC. 2001 STOCK AND INCENTIVE PLAN<BR>
  </b>(Full Title of the Plan)</P>
<P ALIGN="CENTER"><B>MARGARET M. FORAN, ESQ.<BR>
  PFIZER INC.<BR>
  235 EAST 42ND STREET<BR>
  NEW YORK, NEW YORK 10017-5755<BR>
  </b>(Name and Address of Agent for Service)</P>
<P ALIGN="CENTER"><B>(212) 733-4802<BR>
  </b>(Telephone Number of Agent for Service)</P>
<U>
<P ALIGN="CENTER">&#9;&#9;</P>
</U></FONT>
<P ALIGN="CENTER"><CENTER><TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=720>
<TR><TD VALIGN="TOP" COLSPAN=5>
<P ALIGN="CENTER"><B><FONT SIZE=2>CALCULATION OF REGISTRATION FEE</font></B></TD>
</TR>
<TR><TD WIDTH="26%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">Title of Securities to be Registered</font></B></TD>
<TD WIDTH="15%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">Amount to be Registered</font></B></TD>
      <TD WIDTH="19%" VALIGN="TOP"> <FONT SIZE=2>
        <P ALIGN="CENTER"><b>Proposed Maximum Offering Price Per Share</b><font size="-4"><SUP>(1)</SUP></font>
        </font></TD>
      <TD WIDTH="20%" VALIGN="TOP"> <FONT SIZE=2>
        <P ALIGN="CENTER"><b>Proposed Maximum Aggregate Offering Price</b><font size="-4"><sup>(1)</sup></font>
        </font></TD>
<TD WIDTH="20%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">Amount of Registration Fee</font></B></TD>
</TR>
<TR><TD WIDTH="26%" VALIGN="TOP">
<FONT SIZE=2>
        <P>Common Stock, $.05 par value <font size="-2">(2)</font>
        </FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">250,000,000 shs.</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP">
<FONT SIZE=2>
        <P ALIGN="CENTER">$ 40.79
        </FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2>
        <P ALIGN="CENTER">$ 10,197,500,000
        </FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2>
        <P ALIGN="CENTER">$ 2,549,375
        </FONT></TD>
</TR>
</TABLE>
</CENTER><p></P>

<DIR> <B></B>
  <p><FONT SIZE=2><B><BR>
    </b><font size=2><font size="-4"><font size=2><font size="-1">(1). </font></font></font></font></font><font size="-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 24, 2001, as reported in The Wall Street Journal.</font><br>
    <font size=2><font size=2><font size="-4"><font size=2><font size="-1">(</font></font></font></font></font><FONT SIZE=2><font size="2">2).
    Includes Pfizer Preferred Stock purchase rights which, until events specified
    in Pfizer's Rights Agreement occur, will not be exercisable or evidenced separately
    from the Common Stock. </font></font></p>
  <B><FONT SIZE=2> </font></b><B><FONT SIZE=2>
  <P ALIGN="CENTER">&nbsp;</P>
  </font></b></DIR>
<B><FONT SIZE=2>
<P ALIGN="CENTER">PART II.</P>
<P ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>
<P ALIGN="JUSTIFY">ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE</P>
</font></B>
<DIR><FONT SIZE=2></font><DIR>
<FONT SIZE=2><B>

</b></font><FONT SIZE=2><P ALIGN="JUSTIFY">The following are incorporated by reference: </P></font></DIR>
</DIR>
<FONT SIZE=2>
<UL>
  <P ALIGN="JUSTIFY">
  <LI>The Annual Report of Pfizer Inc. on Form 10-K for the year ended December
    31, 2000,</LI>
  <p></P>
  <P ALIGN="JUSTIFY">
  <LI>all other reports we filed under Sections 13(a) or 15(d) of the Securities
    Exchange Act of 1934,</LI>
  <p></P>
  <P ALIGN="JUSTIFY">
  <LI>the description of our common stock contained in our Registration Statement
    filed under Section 12 of the Securities Exchange Act of 1934, and any amendment
    or report filed to update such description.</LI>
  <p></P>
</UL>
<P ALIGN="JUSTIFY">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.</P>
<P><B>ITEM 4. DESCRIPTION OF SECURITIES<BR>
  </b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</P>
<P><B>ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL<BR>
  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</b>The validity of the securities has been passed
  upon by Margaret M. Foran, Esq., Vice President 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. </P>
<P><B>ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS<BR>
  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</b>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/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.</P>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to Article V, Section
  1 of our By-Laws, we will indemnify directors and officers to the fullest extent
  permitted by applicable law as it presently exists or is amended. We are insured
  against actions taken under our By-Laws and our directors and officers are insured
  directly at our expense against such liabilities for which indemnification is
  not made. We have entered into agreements with our directors and certain of
  our officers requiring us to indemnify such persons to the fullest extent permitted
  by our By-Laws.</P>
<P><B>ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED<BR>
  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</b>Not Applicable.</P>
<B>
<P ALIGN="JUSTIFY">&nbsp;</P>
</B></FONT>
<H5>ITEM 8. EXHIBITS</H5>
<B><I><U></u></i></B>
<P><FONT SIZE=2><U><I><B>EXHIBIT<BR>
  </b></i></u></font><FONT SIZE=2>4 --&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#9;Pfizer
  Inc. 2001 Stock and Incentive Plan<BR>
  5 --&#9;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Opinion
  and Consent of Margaret M. Foran, Esq., Vice President and Assistant Secretary.<BR>
  23(1)--&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Consent of KPMG LLP, independent certified
  public accountants.<BR>
  23(2) --&#9;&nbsp;&nbsp;&nbsp;Consent of PricewaterhouseCoopers LLP, independent
  certified public accountants.</font></P>
<FONT SIZE=2>
<DIR>
  <DIR>
    <DIR>
      <DIR>
        <P ALIGN="JUSTIFY">&nbsp;&nbsp;</P>
      </DIR>
    </DIR>
  </DIR>
</DIR>
<B>
<P ALIGN="JUSTIFY">ITEM 9. UNDERTAKINGS</P>
</B>
<P ALIGN="JUSTIFY">The Company undertakes:</P>
<OL>
  <P ALIGN="JUSTIFY">
  <LI>to file, during any period in which offers or sales are being made, a post-effective
    amendment to this registration statement:</LI>
  <p></P>
  <OL TYPE="i">
    <P ALIGN="JUSTIFY">
    <LI>To include any prospectus required by Section 10(a)(3) of the Securities
      Act of 1933; </LI>
    <p></P>
    <P ALIGN="JUSTIFY">
    <LI>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;</LI>
    <p></P>
    <P ALIGN="JUSTIFY">
    <LI>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;</LI>
    <p></P>
  </OL>
  <P ALIGN="JUSTIFY">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.</P>
  <P ALIGN="JUSTIFY">
  <LI>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.</LI>
  <p></P>
  <P ALIGN="JUSTIFY">
  <LI>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.</LI>
  <p></P>
  <P ALIGN="JUSTIFY">
  <LI>that, for purposes of determining any liability under the Securities Act
    of 1933, each filing of the registrant's annual report pursuant to Section
    13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
    applicable, each filing of an employee benefit plan's annual report pursuant
    to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated
    by reference in the registration statement will be a new registration statement
    relating to the securities offered, and the offering of such securities at
    that time shall be deemed to be the initial bona fide offering.</LI>
  <p></P>
</OL>
<P ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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, therefore, unenforceable.
  In the event that a claim for indemnification against such liabilities (other
  than the payment by the registrant of expenses incurred or paid by a director,
  officer or controlling person of the registrant in the successful defense of
  any action, suit or proceeding) is asserted by such director, officer or controlling
  person in connection with the securities being registered, the registrant will,
  unless in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the Act
  and will be governed by the final adjudication of such issue.</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<B>
<P ALIGN="CENTER">SIGNATURES</P>
</B>
<P ALIGN="JUSTIFY">&#9;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 27th day of April, 2001.</P>
</FONT>
<blockquote>
  <blockquote>
    <blockquote>
      <blockquote>
        <blockquote>
          <p><FONT SIZE=2>&#9;&#9;&#9;&#9;&#9;&#9;Pfizer Inc.<br>
            Registrant</FONT></p>
          <p><br>
            <FONT SIZE=2>By:<U>&#9;/s/ C. L. Clemente&#9;</u></FONT></p>
        </blockquote>
      </blockquote>
    </blockquote>
  </blockquote>
</blockquote>
<FONT SIZE=2>
<P>Dated: April 27, 2001&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.
  L. Clemente,<br>
  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Executive
  Vice President,<br>
  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Secretary
  and Corporate Counsel</P>
<P>&#9;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </P>
</FONT>
<P ALIGN="CENTER">
<CENTER>
  <TABLE CELLSPACING=0 BORDER=0 CELLPADDING=4 WIDTH=648>
    <TR>
      <TD WIDTH="43%" VALIGN="TOP" COLSPAN=2>
        <P ALIGN="CENTER"><B><U><FONT SIZE=2>Signatures</font></u></B>
      </TD>
      <TD WIDTH="37%" VALIGN="TOP"> <B><U><FONT SIZE=2>
        <P ALIGN="CENTER">Title
        </font></u></B></TD>
      <TD WIDTH="20%" VALIGN="TOP"> <B><U><FONT SIZE=2>
        <P ALIGN="CENTER">Date
        </font></u></B></TD>
    </TR>
    <tr>
      <td width="43%" valign="TOP" colspan=2> <font size=2>
        <p>&nbsp;</p>
        <p>&nbsp;</p>
        <u>
        <p>/s/ William C. Steere, Jr.&#9;&#9;</p>
        </u>
        <p>(William C. Steere, Jr.)
        </font></td>
      <td width="37%" valign="TOP"> <font size=2>
        <p>&nbsp;</p>
        <p>&nbsp;</p>
        <p>Chairman of the Board and Director<br>
          (Principal Executive Officer)
        </font></td>
      <td width="20%" valign="TOP"> <font size=2>
        <p>&nbsp;</p>
        <p>&nbsp;</p>
        <p>April 27, 2001
        </font></td>
    </tr>
    <TR>
      <TD WIDTH="42%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <U>
        <P>/s/ Henry A. McKinnell&#9;&#9;</P>
        </U>
        <P>(Henry A. McKinnell)
        </FONT></TD>
      <TD WIDTH="38%" VALIGN="TOP" COLSPAN=2> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P> Chief Executive Officer, President and Director&nbsp;&nbsp;(Principal
          Executive Officer) </P>
        </FONT></TD>
      <TD WIDTH="20%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>April 27, 2001
        </FONT></TD>
    </TR>
    <TR>
      <TD WIDTH="43%" VALIGN="TOP" COLSPAN=2> <FONT SIZE=2>
        <P>&nbsp;&nbsp;</P>
        <P>&nbsp;</P>
        <U>
        <P>/s/ David L. Shedlarz&#9;&#9;</P>
        </U>
        <P>(David L. Shedlarz)
        </FONT></TD>
      <TD WIDTH="37%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;&nbsp;</P>
        <P>&nbsp;
        <P>Executive Vice President and Chief Financial Officer (Principal Financial
          Officer)
        </FONT></TD>
      <TD WIDTH="20%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;&nbsp;</P>
        <P>&nbsp;
        <P>April 27, 2001
        </FONT></TD>
    </TR>
    <TR>
      <TD WIDTH="43%" VALIGN="TOP" COLSPAN=2> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P><U>/s/ Loretta V. Cangialosi&#9;&#9;</u></P>
        <P>(Loretta V. Cangialosi)
        </FONT></TD>
      <TD WIDTH="37%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;
        <P>Vice President - Controller (Principal Accounting Officer)
        </FONT></TD>
      <TD WIDTH="20%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;
        <P>April 27, 2001
        </FONT></TD>
    </TR>
    <TR>
      <TD WIDTH="43%" VALIGN="TOP" COLSPAN=2> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P><U> </U></P>
        <U>
        <P>/s/ Michael S. Brown&#9;&#9;</P>
        </U>
        <P>(Michael S. Brown)
        </FONT></TD>
      <TD WIDTH="37%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>Director
        </FONT></TD>
      <TD WIDTH="20%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>April 27, 2001
        </FONT></TD>
    </TR>
    <TR>
      <TD WIDTH="43%" VALIGN="TOP" COLSPAN=2> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P><U> </U></P>
        <U>
        <P>/s/ M. Anthony Burns&#9;&#9;</P>
        </U>
        <P>(M. Anthony Burns)
        <P>&nbsp;
        <P>&nbsp;
        </FONT></TD>
      <TD WIDTH="37%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>Director
        </FONT></TD>
      <TD WIDTH="20%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>April 27, 2001
        </FONT></TD>
    </TR>
    <TR>
      <TD WIDTH="43%" VALIGN="TOP" COLSPAN=2> <U><FONT SIZE=2>
        <P></P>
        <P></P>
        <P></P>
        </font></U><FONT SIZE=2> </font><FONT SIZE=2>
        <P>________________</P>
        <P>(Robert N. Burt) </P>
        </font><FONT SIZE=2></FONT></TD>
      <TD WIDTH="37%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>Director </P>
        </FONT></TD>
      <TD WIDTH="20%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>&nbsp;
        </FONT></TD>
    </TR>
    <TR>
      <TD WIDTH="43%" VALIGN="TOP" COLSPAN=2> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <U>
        <P>/s/ W. Don Cornwell&#9;&#9;</P>
        </U>
        <P>(W. Don Cornwell)
        </FONT></TD>
      <TD WIDTH="37%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>Director
        </FONT></TD>
      <TD WIDTH="20%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>April 27, 2001
        </FONT></TD>
    </TR>
    <TR>
      <TD WIDTH="43%" VALIGN="TOP" COLSPAN=2> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <U>
        <P>/s/ William H. Gray, III&#9;&#9;</P>
        </U>
        <P>(William H. Gray, III)
        </FONT></TD>
      <TD WIDTH="37%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>Director
        </FONT></TD>
      <TD WIDTH="20%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>April 27, 2001
        </FONT></TD>
    </TR>
    <TR>
      <TD WIDTH="43%" VALIGN="TOP" COLSPAN=2> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <U>
        <P>/s/ Constance J. Horner&#9;&#9;</P>
        </U>
        <P>(Constance J. Horner)
        </FONT></TD>
      <TD WIDTH="37%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>Director
        </FONT></TD>
      <TD WIDTH="20%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>April 27, 2001
        </FONT></TD>
    </TR>
    <TR>
      <TD WIDTH="43%" VALIGN="TOP" COLSPAN=2> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <U>
        <P>/s/ William R. Howell&#9;&#9;</P>
        </U>
        <P>(William R. Howell)
        </FONT></TD>
      <TD WIDTH="37%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>Director
        </FONT></TD>
      <TD WIDTH="20%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>April 27, 2001
        </FONT></TD>
    </TR>
    <TR>
      <TD WIDTH="43%" VALIGN="TOP" COLSPAN=2> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <U>
        <P>/s/ Stanley O. Ikenberry&#9;&#9;</P>
        </U>
        <P>(Stanley O. Ikenberry)
        </FONT></TD>
      <TD WIDTH="37%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>Director
        </FONT></TD>
      <TD WIDTH="20%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>April 27, 2001
        </FONT></TD>
    </TR>
    <TR>
      <TD WIDTH="43%" VALIGN="TOP" COLSPAN=2> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <U>
        <P>/s/ Harry P. Kamen&#9;&#9;</P>
        </U>
        <P>(Harry P. Kamen)
        </FONT></TD>
      <TD WIDTH="37%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>Director
        </FONT></TD>
      <TD WIDTH="20%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>April 27, 2001
        </FONT></TD>
    </TR>
    <TR>
      <TD WIDTH="43%" VALIGN="TOP" COLSPAN=2> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <U>
        <P>/s/ George A. Lorch&#9;&#9;</P>
        </U>
        <P>(George A. Lorch)
        </FONT></TD>
      <TD WIDTH="37%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>Director
        </FONT></TD>
      <TD WIDTH="20%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>April 27, 2001
        </FONT></TD>
    </TR>
    <TR>
      <TD WIDTH="43%" VALIGN="TOP" COLSPAN=2> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <U>
        <P>/s/ Alex J. Mandl&#9;&#9;</P>
        </U>
        <P>(Alex J. Mandl)
        </FONT></TD>
      <TD WIDTH="37%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>Director
        </FONT></TD>
      <TD WIDTH="20%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>April 27, 2001
        </FONT></TD>
    </TR>
    <TR>
      <TD WIDTH="43%" VALIGN="TOP" COLSPAN=2> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <U>
        <P>/s/ Dana G. Mead&#9;&#9;</P>
        </U>
        <P>(Dana G. Mead)
        </FONT></TD>
      <TD WIDTH="37%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>Director
        </FONT></TD>
      <TD WIDTH="20%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>April 27, 2001
        </FONT></TD>
    </TR>
    <TR>
      <TD WIDTH="43%" VALIGN="TOP" COLSPAN=2> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <U>
        <P>/s/ John F. Niblack&#9;&#9;</P>
        </U>
        <P>(John F. Niblack)
        </FONT></TD>
      <TD WIDTH="37%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>Vice Chairman and Director
        </FONT></TD>
      <TD WIDTH="20%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>April 27, 2001
        </FONT></TD>
    </TR>
    <TR>
      <TD WIDTH="43%" VALIGN="TOP" COLSPAN=2> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <U>
        <P>/s/ Franklin D. Raines&#9;&#9;</P>
        </U>
        <P>(Franklin D. Raines)
        <P>&nbsp;
        <P>&nbsp;
        </FONT></TD>
      <TD WIDTH="37%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>Director
        </FONT></TD>
      <TD WIDTH="20%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>April 27, 2001 </P>
        </FONT></TD>
    </TR>
    <TR>
      <TD WIDTH="43%" VALIGN="TOP" COLSPAN=2> <U><FONT SIZE=2>

        <P>/s/ Ruth J. Simmons</P>
        </font></U><FONT SIZE=2>
        <P>(Ruth J. Simmons)
        </FONT></TD>
      <TD WIDTH="37%" VALIGN="TOP"> <FONT SIZE=2>
        <P>Director </P>
        </FONT></TD>
      <TD WIDTH="20%" VALIGN="TOP"> <FONT SIZE=2>
        <P>April 27, 2001 </P>
        </FONT></TD>
    </TR>
    <TR>
      <TD WIDTH="43%" VALIGN="TOP" COLSPAN=2> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <U> </U>________________<U>
        <P>&#9;</P>
        </U>
        <P>(Michael I. Sovern)
        </FONT></TD>
      <TD WIDTH="37%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>Director
        </FONT></TD>
      <TD WIDTH="20%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>&nbsp;
        </FONT></TD>
    </TR>
    <TR>
      <TD WIDTH="43%" VALIGN="TOP" COLSPAN=2> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <U>
        <P>/s/ Jean-Paul Valles&#9;&#9;</P>
        </U>
        <P>(Jean-Paul Valles)
        </FONT></TD>
      <TD WIDTH="37%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>Director
        </FONT></TD>
      <TD WIDTH="20%" VALIGN="TOP"> <FONT SIZE=2>
        <P>&nbsp;</P>
        <P>&nbsp;</P>
        <P>April 27, 2001
        </FONT></TD>
    </TR>
  </TABLE>
</CENTER>
<p></P>
<B><FONT SIZE=2>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">EXHIBIT INDEX</P>
<I><U>
<P ALIGN="JUSTIFY">EXHIBIT</P>
</u></i></font></B><FONT SIZE=2>
<P ALIGN="JUSTIFY">4 --&#9;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pfizer
  Inc. 2001 Stock and Incentive Plan</P>
<P ALIGN="JUSTIFY">5 --&#9;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Opinion
  and Consent of Margaret M. Foran, Esq., Vice President and Assistant Secretary.</P>
<P ALIGN="JUSTIFY">23(1) --&#9;&nbsp;&nbsp;Consent of KPMG LLP, independent certified
  public accountants.</P>
<P ALIGN="JUSTIFY">23(2) --&#9;&nbsp;&nbsp;Consent of PricewaterhouseCoopers LLP,
  independent certified public accountants.</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<B>
<P ALIGN="RIGHT">EXHIBIT 4</P>
<P ALIGN="CENTER">Pfizer Inc. </P>
<P ALIGN="CENTER">2001 Stock and Incentive Plan</P>
</B>
<P ALIGN="CENTER">&nbsp;</P>
<B>
<P>1.&#9;Purpose</P>
</b></FONT>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<font size="-1">The purpose
  of the Pfizer Inc. 2001 Stock and Incentive Plan ("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, awards and otherwise. It is believed that these increased
  incentives stimulate the efforts of employees towards the continued success
  of the Company and its subsidiaries, as well as assist in the recruitment of
  new employees.</font><B><FONT SIZE=2> </font></B></p>
<B><FONT SIZE=2>
<P>2. Administration </P>
</font></B><FONT FACE="New York,Times New Roman" SIZE=2>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan shall
  be administered and interpreted by the Executive Compensation Committee, consisting
  of not less than three persons appointed by the Board of Directors of&nbsp;the
  Company from among its members. A&nbsp;person may serve on the Executive Compensation
  Committee only if he or she (i) is a "Non-employee Director" for purposes of
  Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "1934
  Act"), and (ii) satisfies the requirements of an "outside director" for purposes
  of Section 162(m) of the Internal Revenue Code. The Executive Compensation Committee
  may, in its sole and absolute discretion, and subject to the provisions of the
  Plan, from time to time establish such rules and regulations and delegate any
  or all of its authority to administer the Plan to any other persons or committee
  as it deems necessary or appropriate for the proper administration of the Plan,
  except that no such delegation shall be made in the case of stock options or
  awards intended to be qualified under Section 162(m) of the Internal Revenue
  Code. The decisions of the Executive Compensation Committee or its authorized
  designee ("the Committee") shall be final, conclusive, and binding with respect
  to the interpretation and administration of the Plan and any grant made under
  it. The Committee shall make, in its sole discretion, all determinations arising
  in the administration, construction or interpretation of the Plan and stock
  options and awards under the Plan, including the right to construe disputed
  or doubtful Plan, stock option or award terms and provisions, and any such determination
  shall be conclusive and binding on all persons, except as otherwise provided
  by law.</P>
</FONT><B><FONT SIZE=2>
<P>3. Total Number of Shares</P>
</font></B><FONT SIZE=2>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject to the
  provisions of Section 8(a), the maximum amount of stock which may be issued
  under the Plan is 250,000,000 shares of&nbsp;the Common Stock of the Company.
  No participant under this Plan shall be granted (i) options or awards which
  could result in such participant receiving in any calendar year more than 2,000,000
  shares of the total number of shares of Common Stock, or (ii) any option or
  award if such participant owns more than ten percent of the stock of the Company
  within the meaning of Section 422 of the Internal Revenue Code, or (iii) any
  incentive stock option, as defined in Section 422 of the Internal Revenue Code,
  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.<br>
  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Any shares which
  are not purchased or awarded under an option or other award 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 may be used for the further grant
  of options or awards. </P>
</FONT>
<H5>4.&nbsp;&nbsp;&nbsp;Participation in Plan</H5>
<B></B>
<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
  </b></font><FONT SIZE=2>Employees:&nbsp;All employees of the Company or its
  subsidiaries shall be eligible to participate in this Plan. From time to time,
  the Committee shall determine the employees who shall be granted options, stock
  awards or other awards under the Plan and the number of shares of Common Stock
  to be made subject thereto granted to each such employee.</font></P>
<FONT SIZE=2>
<P><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) </b>Ineligible
  Persons:&nbsp;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&nbsp;Plan, even
  if such ineligible person is subsequently determined to be an "employee" by
  any governmental or judicial authority.</P>
<P><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) </b>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&nbsp;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. The awards under this Plan
  are not intended to be treated as compensation for any purpose under any other
  Company plan.</P>
</FONT>
<H5>5.&nbsp;&nbsp;&nbsp;Term of Plan</H5>
<FONT SIZE=2>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No option or stock
  award with respect to shares shall be granted pursuant to this Plan after December
  31, 2010, but the exercise of options or other awards, and restrictions on options
  or awards, may extend beyond such date.</P>
</FONT>
<H5>6.&nbsp;&nbsp;&nbsp;Terms and Conditions of Options</H5>
<FONT SIZE=2>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All options under
  the Plan shall be subject to the following terms and conditions:</P>
<P><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) </b>Option
  Price.&nbsp;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.</P>
<P><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) </b>Number
  of Shares.&nbsp;The option shall state the number of shares of Common Stock
  covered thereby.</P>
<P><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) </b>Exercise
  of Option.&nbsp;An option will be deemed exercised by the optionee, or in the
  event of death, an option shall be deemed exercised by the estate of the optionee,
  or by a person who acquired the right to exercise such option by bequest or
  inheritance or by reason of the death of the optionee, upon delivery of (i)
  a notice of exercise to the Company or its representative, or by using other
  methods of notice as the Committee shall adopt, and (ii) accompanying payment
  of the option price in&nbsp;accordance with any restrictions as the Committee
  shall adopt. The notice of exercise, once delivered, shall be irrevocable. </P>
<P><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) </b>Term
  of Option.&nbsp;The Committee shall determine the option exercise period of
  each stock option. The period for incentive stock options shall not exceed ten
  years from the grant date. A non-qualified stock option may be exercisable for
  a period of up to ten years and six months so as to conform with or take advantage
  of governmental requirements, statutes or regulations. </P>
<P><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) </b>First
  Exercisable Date.&nbsp;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 that the Board of Directors of the Company determines that a "Change
  of Control" of the Company has occurred or will occur, as that term is defined
  in Section 8 (d), any options or awards that are not yet exercisable or vested
  become exercisable or vested as of the Change of Control, and further provided
  that the Committee may in its discretion make any&nbsp;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)&nbsp;in
  the case of a retiring optionee who holds&nbsp;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. </P>
<P><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)</b> Termination
  of Option.&nbsp;All options shall terminate upon their expiration, their surrender,
  upon breach by the optionee of any provisions of the option, or in accordance
  with any other rules and procedures incorporated into the terms and conditions
  governing the options as the Committee shall deem advisable or appropriate.</P>
<P><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;</b>Incorporation
  by Reference.&nbsp;The option shall contain a provision that all the applicable
  terms and conditions of this Plan are incorporated by reference therein.</P>
<P><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) </b>Other
  Provisions.&nbsp;The option shall also be subject to such other terms and conditions
  as the Committee shall deem advisable or appropriate, consistent with the provisions
  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.</P>
</FONT>
<H5>7.&nbsp;&nbsp;&nbsp;Stock Awards</H5>
<FONT SIZE=2>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Stock awards will
  consist of shares of Common Stock of the Company issued to participants. 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
  or the Committee may permit the earlier lapse of such restriction in the event&nbsp;of
  the participant's death, 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 as the
  Committee shall deem advisable or appropriate consistent with the provisions
  of the Plan as herein set forth. Notwithstanding anything in this Plan to the
  contrary, the maximum amount of stock awards which may be issued under this
  Section 7 shall not exceed 2,500,000 shares of the Common Stock of the Company.</P>
</FONT>
<H5>8.&nbsp;&nbsp;&nbsp;Conditions Applicable to All Options and&nbsp;Awards</H5>
<B></B>
<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
  </b></font><FONT SIZE=2>Recapitalization.&nbsp;In the event of any change in
  the number or kind of outstanding shares of Common Stock of the Company by&nbsp;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, 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 any options or awards may thereafter be granted
  both in the aggregate and as to each optionee, as well as in the number and
  kind of shares theretofore granted and the price payable. In no event may any
  change be made to an incentive stock option which would constitute a "modification"
  under Section 424(h)(3) of the Internal Revenue Code. The Committee may adjust
  awards to preserve the benefits or potential benefits of the awards or otherwise
  in a manner not inconsistent with applicable provisions of the Code and regulations.
  Action by the Committee may include, without limitation: (i) adjustment of the
  number and kind of shares which may be delivered under the Plan; (ii) adjustment
  of the number and kind of shares subject to outstanding awards; (iii) adjustment
  of the exercise price of outstanding options; and (iv) any other adjustments
  the Committee determines to be equitable. Any such determination shall be final
  and binding on all parties </font></P>
<FONT SIZE=2>
<P><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) </b>Transferability.&nbsp;Options
  and awards shall not be transferable other than by Will or the laws of descent
  and distribution and shall be exercisable, during the optionee's or grantee's
  lifetime, only by the optionee or grantee; 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. As used in this subsection, immediate family
  shall mean any spouse, child, stepchild or grandchild of an optionee, and shall
  include any of the foregoing relationships arising from legal adoption.</P>
<P><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) </b>Leave
  of Absence.&nbsp;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.</P>
<P><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) </b>Change
  of Control.&nbsp;Change of Control shall mean the occurrence of any of the following
  events: (i) 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 (ii) 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&nbsp;trust 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
  (iii) 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 (iv) the sale of all, or substantially all, of the Company's assets
  occurs; or (v) the stockholders of the Company approve a plan of complete liquidation
  of the Company.</P>
<P><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) </b>Applicable
  Law.&nbsp;Any option or other award 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 or a violation of the applicable
  laws of any foreign jurisdiction where options or other awards are or will be
  granted under the Plan. 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.</P>
<P><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) </b>Performance
  Based Awards.&nbsp;The Committee may designate whether any award under Section
  7 being granted to any employee is intended to be "performance-based compensation"
  as that term is used in Section 162(m) of the Code. Any such awards designated
  to be "performance-based compensation" shall be conditioned on the achievement
  of one or more Performance Measures, to the extent required by Code Section
  162(m). The Performance Measures that may be used by the Committee for such
  awards shall be based on any one or more of the following as selected by the
  Committee: Total shareholder return, earnings per share growth, increase in
  revenue, share price appreciation, return on assets, return on equity, inventory
  utilization, total asset utilization and operating income growth. For such awards
  intended to be "performance-based compensation," the grant of the awards and
  the establishment of the Performance Measures shall be made during the period
  required under Code Section 162(m).</P>
<P><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) </b>Tax
  Withholding.&nbsp;The Company shall have the right to deduct applicable taxes
  from any option or award payment and withhold, at the time of delivery or vesting
  of cash or shares of Common Stock under this Plan, an appropriate amount of
  cash or number of shares of Common Stock or a combination thereof for payment
  of taxes required by law or to take such other action as may be necessary in
  the opinion of the Company to satisfy all obligations for withholding of such
  taxes. The Committee may also permit withholding to be satisfied by the transfer
  to the Company of shares of Common Stock theretofore owned by the holder of
  the option or award with respect to which withholding is required. If shares
  of Common Stock are used to satisfy tax withholding, such shares shall be valued
  based on the Common Stock's fair market value when the tax withholding is required
  to be made. </P>
</FONT>
<H5>9.&nbsp;&nbsp;&nbsp;Definitions</H5>
<B></B>
<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
  </b></font><FONT SIZE=2>Board of Directors.&nbsp;The term "Board of Directors"
  shall mean the Board of Directors of Pfizer Inc. </font></P>
<FONT SIZE=2>
<P><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) </b>Committee.&nbsp;The
  term "Committee" shall mean the Executive Compensation Committee or such other
  persons or committee as referred to in Section 2 hereof to which it has delegated
  any authority, as may be appropriate.</P>
<P><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) </b>Common
  Stock.&nbsp;The term "Common Stock" shall mean the $.05 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&nbsp;any trust established by the Company
  for the purpose of satisfying the Company's obligations for the issuance of
  Common Stock under the Plan.</P>
<P><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) </b>Company.&nbsp;The
  term "Company" shall mean Pfizer Inc., a Delaware corporation.</P>
<P><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) </b>Effective
  Date.&nbsp;The effective date shall be April 26, 2001. </P>
<P><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) </b>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.</P>
<P><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) </b>Internal
  Revenue Code.&nbsp;The term "Internal Revenue Code" shall mean the Internal
  Revenue Code of 1986, as it may be amended from time to time.</P>
<P><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) </b>Subsidiary.&nbsp;The
  term "Subsidiary" shall mean a Subsidiary corporation of the Company as determined
  by the Committee; provided however that in the case of incentive stock options
  such term shall be as defined in Section&nbsp;424(f) of the Internal Revenue
  Code.</P>
</FONT>
<H5>10.&nbsp;&nbsp;&nbsp;Use of Proceeds</H5>
<FONT SIZE=2>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.</P>
</FONT>
<H5>11.&nbsp;&nbsp;&nbsp;Amendment and Revocation</H5>
<FONT SIZE=2>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Executive Compensation
  Committee 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, unless required by law, 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 Executive Compensation Committee 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, or reduces the option price below that now provided for
  in the Plan. The Executive Compensation Committee may delegate to another committee,
  as it may appoint, the authority to take any action consistent 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. Notwithstanding any other provisions
  in the Plan to the contrary, in no event shall the Executive Compensation Committee,
  or its designee, reprice or regrant options at a price below the original option
  issue price. </P>
</FONT>
<H5>12.&nbsp;&nbsp;&nbsp;Compliance with Section 16 </H5>
<FONT SIZE=2>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With respect to
  participants subject to Section 16 of the Securities Exchange Act of 1934 ("Members"),
  transactions under the Plan are intended to comply with all applicable conditions
  of Rule 16b-3 or its successors under the Securities Exchange Act of 1934. 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.</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<B>
<P ALIGN="RIGHT">EXHIBIT 5</P>
<P ALIGN="CENTER">[LETTERHEAD OF MARGARET M. FORAN]</P>
</B>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">April 27, 2001</P>
<P ALIGN="JUSTIFY">Pfizer Inc.<br>
  235 East 42nd Street<BR>
  New York, New York 10017-5755</P>
</FONT>
<div align="right"><FONT SIZE=2> </FONT></div>
<div align="left"><FONT SIZE=2> </FONT></div>
<div align="right"><FONT SIZE=2> </FONT></div>
<div align="left"><FONT SIZE=2> </FONT></div>
<div align="center"><FONT SIZE=2> </FONT></div>
<div align="left"><FONT SIZE=2> </FONT></div>
<FONT SIZE=2>
<P ALIGN="left">Pfizer Inc.:</P>
<P ALIGN="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
  connection with the Registration Statement on Form S-8 relating to 250,000,000
  shares of Common Stock of Pfizer Inc. under the Pfizer Inc. 2001 Stock and Incentive
  Plan (the "Plan"), it is my opinion that:</P>
<P ALIGN="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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, will be validly issued and outstanding and fully paid and non-assessable.
</P>
<P ALIGN="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 documents 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.</P>
<P ALIGN="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.</P>
<P ALIGN="left">&nbsp;</P>
<P ALIGN="right">Very truly yours,</P>
<P ALIGN="right">&nbsp;</P>
<div align="right"><U> </U></div>
<P ALIGN="right"><u>/s/ Margaret M. Foran</u>&nbsp;<br>
  MARGARET M. FORAN</P>
<p ALIGN="left">&nbsp;</p>
<div align="left"><B> </B><B> </B><B> </B><B> </B><B> </B><B> </B></div>
<B>
<P ALIGN="left">&nbsp;</P>
<P ALIGN="left">EXHIBIT 23(1)</P>
<P ALIGN="left">CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS</P>
</B>
<P ALIGN="left">To the Board of Directors of Pfizer Inc.:</P>
<P ALIGN="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
  consent to incorporation by reference in this registration statement on Form
  S-8 of our audit report dated February 22, 2001, on the consolidated balance
  sheets of Pfizer Inc. and Subsidiary Companies as of December 31, 2000, and
  1999, and the related consolidated statements of income, shareholders' equity
  and cash flows for each of the three years in the period ended December 31,
  2000, which report appears in the December 31, 2000 Annual Report on Form 10-K
  of Pfizer Inc.</P>
<P ALIGN="left">&nbsp;</P>
<P ALIGN="left">&nbsp;</P>
</FONT> <FONT SIZE=2>
<div align="left">
  <p align="right"><u>/s/ KPMG LLP</u><br>
    KPMG LLP </p>
  <p>&nbsp;</p>
  <p>New York, New York<br>
    April 27, 2001</p>
</div>
</FONT><FONT SIZE=2>
<P ALIGN="left">&nbsp;</P>
<div align="left"><B> </B><B> </B><B> </B><B> </B><B> </B><B> </B></div>
<B>
<P ALIGN="left">&nbsp;</P>
<P ALIGN="left">EXHIBIT 23(2)</P>
</B>
<P align="left">&nbsp;</P>
<P align="left">&nbsp;</P>
<div align="left"><B> </B><B> </B><B> </B><B> </B><B> </B><B> </B></div>
<B>
<P ALIGN="left">CONSENT OF INDEPENDENT ACCOUNTANTS </P>
</B>
<P align="left">&nbsp;</P>
<P ALIGN="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We hereby consent to
  the incorporation by reference in this Registration Statement on Form S-8 of
  our report dated January 24, 2000, except for Note 6, as to which the date is
  February 7, 2000, relating to the financial statements of Warner-Lambert Company,
  not separately presented herein. This report is incorporated by reference in
  the Annual Report of Pfizer Inc. on Form 10-K for the year ended December 31,
  2000.</P>




                        </FONT>
<p>&nbsp;</p>
<p align="right"><FONT SIZE=2><u>/s/ PricewaterhouseCoopers LLP</u><br>
  PricewaterhouseCoopers LLP </FONT></p>
<FONT SIZE=2>
<P align="left">&nbsp;</P>
<P align="left">&nbsp;</P>
<P align="left">Florham Park, NJ<br>
  April 27, 2001</P>
<P ALIGN="left">&nbsp;</P>
<P align="left">&nbsp;</P>
</FONT>
</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "pfesips8.htm", "description": "PFE 2001 STOCK AND INCENTIVE PLAN", "secsgml_size_bytes": 59675}]
{"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": "333-59660", "film-number": "1612950"}, "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"}}
Pfizer Inc. S-8 April 2001 Stock Incentive Plan
As filed with the Securities and Exchange Commission on April 27, 2001
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. 2001 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 Service)
(212) 733-4802
(Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
Amount to be Registered
Proposed Maximum Offering Price Per Share
(1)
Proposed Maximum Aggregate Offering Price
(1)
Amount of Registration Fee
Common Stock, $.05 par value
(2)
250,000,000 shs.
$ 40.79
$ 10,197,500,000
$ 2,549,375
(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 24, 2001, as reported in The Wall Street Journal.
(
2).
    Includes Pfizer Preferred Stock purchase rights which, until events specified
    in Pfizer's Rights Agreement occur, will not be exercisable or evidenced separately
    from the Common Stock.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following are incorporated by reference:
The Annual Report of Pfizer Inc. on Form 10-K for the year ended December
    31, 2000,
all other reports we filed under Sections 13(a) or 15(d) of the Securities
    Exchange Act of 1934,
the description of our common stock contained in our Registration Statement
    filed under Section 12 of the Securities Exchange Act of 1934, 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., Vice President 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/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 our By-Laws, we will indemnify directors and officers to the fullest extent
  permitted by applicable law as it presently exists or is amended. We are insured
  against actions taken under our By-Laws and our directors and officers are insured
  directly at our expense against such liabilities for which indemnification is
  not made. We have entered into agreements with our directors and certain of
  our officers requiring us to indemnify such persons to the fullest extent permitted
  by our By-Laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
EXHIBIT
4 --          	Pfizer
  Inc. 2001 Stock and Incentive Plan
5 --	          Opinion
  and Consent of Margaret M. Foran, Esq., Vice President and Assistant Secretary.
23(1)--     Consent of KPMG LLP, independent certified
  public accountants.
23(2) --	   Consent of PricewaterhouseCoopers LLP, independent
  certified public accountants.
ITEM 9. UNDERTAKINGS
The Company undertakes:
to file, during any period in which offers or sales are being made, a post-effective
    amendment to this registration statement:
To include any prospectus required by Section 10(a)(3) of the Securities
      Act of 1933;
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;
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.
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.
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.
that, for purposes of determining any liability under the Securities Act
    of 1933, each filing of the registrant's annual report pursuant to Section
    13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
    applicable, each filing of an employee benefit plan's annual report pursuant
    to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated
    by reference in the registration statement will be a new registration statement
    relating to the securities offered, and the offering of such securities at
    that time shall be deemed to be 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, therefore, unenforceable.
  In the event that a claim for indemnification against such liabilities (other
  than the payment by the registrant of expenses incurred or paid by a director,
  officer or controlling person of the registrant in the successful defense of
  any action, suit or proceeding) is asserted by such director, officer or controlling
  person in connection with the securities being registered, the registrant will,
  unless in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the Act
  and will be governed by the final adjudication of such issue.
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 27th day of April, 2001.
Pfizer Inc.
Registrant
By:
/s/ C. L. Clemente
Dated: April 27, 2001             C.
  L. Clemente,
Executive
  Vice President,
Secretary
  and Corporate Counsel
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.
(William C. Steere, Jr.)
Chairman of the Board and Director
(Principal Executive Officer)
April 27, 2001
/s/ Henry A. McKinnell
(Henry A. McKinnell)
Chief Executive Officer, President and Director  (Principal
          Executive Officer)
April 27, 2001
/s/ David L. Shedlarz
(David L. Shedlarz)
Executive Vice President and Chief Financial Officer (Principal Financial
          Officer)
April 27, 2001
/s/ Loretta V. Cangialosi
(Loretta V. Cangialosi)
Vice President - Controller (Principal Accounting Officer)
April 27, 2001
/s/ Michael S. Brown
(Michael S. Brown)
Director
April 27, 2001
/s/ M. Anthony Burns
(M. Anthony Burns)
Director
April 27, 2001
________________
(Robert N. Burt)
Director
/s/ W. Don Cornwell
(W. Don Cornwell)
Director
April 27, 2001
/s/ William H. Gray, III
(William H. Gray, III)
Director
April 27, 2001
/s/ Constance J. Horner
(Constance J. Horner)
Director
April 27, 2001
/s/ William R. Howell
(William R. Howell)
Director
April 27, 2001
/s/ Stanley O. Ikenberry
(Stanley O. Ikenberry)
Director
April 27, 2001
/s/ Harry P. Kamen
(Harry P. Kamen)
Director
April 27, 2001
/s/ George A. Lorch
(George A. Lorch)
Director
April 27, 2001
/s/ Alex J. Mandl
(Alex J. Mandl)
Director
April 27, 2001
/s/ Dana G. Mead
(Dana G. Mead)
Director
April 27, 2001
/s/ John F. Niblack
(John F. Niblack)
Vice Chairman and Director
April 27, 2001
/s/ Franklin D. Raines
(Franklin D. Raines)
Director
April 27, 2001
/s/ Ruth J. Simmons
(Ruth J. Simmons)
Director
April 27, 2001
________________
(Michael I. Sovern)
Director
/s/ Jean-Paul Valles
(Jean-Paul Valles)
Director
April 27, 2001
EXHIBIT INDEX
EXHIBIT
4 --	          Pfizer
  Inc. 2001 Stock and Incentive Plan
5 --	         Opinion
  and Consent of Margaret M. Foran, Esq., Vice President and Assistant Secretary.
23(1) --	  Consent of KPMG LLP, independent certified
  public accountants.
23(2) --	  Consent of PricewaterhouseCoopers LLP,
  independent certified public accountants.
EXHIBIT 4
Pfizer Inc.
2001 Stock and Incentive Plan
1.	Purpose
The purpose
  of the Pfizer Inc. 2001 Stock and Incentive Plan ("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, awards and otherwise. It is believed that these increased
  incentives stimulate the efforts of employees towards the continued success
  of the Company and its subsidiaries, as well as assist in the recruitment of
  new employees.
2. Administration
The Plan shall
  be administered and interpreted by the Executive Compensation Committee, consisting
  of not less than three persons appointed by the Board of Directors of the
  Company from among its members. A person may serve on the Executive Compensation
  Committee only if he or she (i) is a "Non-employee Director" for purposes of
  Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "1934
  Act"), and (ii) satisfies the requirements of an "outside director" for purposes
  of Section 162(m) of the Internal Revenue Code. The Executive Compensation Committee
  may, in its sole and absolute discretion, and subject to the provisions of the
  Plan, from time to time establish such rules and regulations and delegate any
  or all of its authority to administer the Plan to any other persons or committee
  as it deems necessary or appropriate for the proper administration of the Plan,
  except that no such delegation shall be made in the case of stock options or
  awards intended to be qualified under Section 162(m) of the Internal Revenue
  Code. The decisions of the Executive Compensation Committee or its authorized
  designee ("the Committee") shall be final, conclusive, and binding with respect
  to the interpretation and administration of the Plan and any grant made under
  it. The Committee shall make, in its sole discretion, all determinations arising
  in the administration, construction or interpretation of the Plan and stock
  options and awards under the Plan, including the right to construe disputed
  or doubtful Plan, stock option or award 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 8(a), the maximum amount of stock which may be issued
  under the Plan is 250,000,000 shares of the Common Stock of the Company.
  No participant under this Plan shall be granted (i) options or awards which
  could result in such participant receiving in any calendar year more than 2,000,000
  shares of the total number of shares of Common Stock, or (ii) any option or
  award if such participant owns more than ten percent of the stock of the Company
  within the meaning of Section 422 of the Internal Revenue Code, or (iii) any
  incentive stock option, as defined in Section 422 of the Internal Revenue Code,
  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.
Any shares which
  are not purchased or awarded under an option or other award 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 may be used for the further grant
  of options or awards.
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 Committee shall determine the employees who shall be granted options, stock
  awards or other awards under the Plan and the number of shares of Common Stock
  to be made subject thereto granted to each such employee.
(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.
(c)
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. The awards under this Plan
  are not intended to be treated as compensation for any purpose under any other
  Company plan.
5.   Term of Plan
No option or stock
  award with respect to shares shall be granted pursuant to this Plan after December
  31, 2010, but the exercise of options or other awards, and restrictions on options
  or awards, may extend beyond such date.
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)
Exercise
  of Option. An option will be deemed exercised by the optionee, or in the
  event of death, an option shall be deemed exercised by the estate of the optionee,
  or by a person who acquired the right to exercise such option by bequest or
  inheritance or by reason of the death of the optionee, upon delivery of (i)
  a notice of exercise to the Company or its representative, or by using other
  methods of notice as the Committee shall adopt, and (ii) accompanying payment
  of the option price in accordance with any restrictions as the Committee
  shall adopt. The notice of exercise, once delivered, shall be irrevocable.
(d)
Term
  of Option. The Committee shall determine the option exercise period of
  each stock option. The period for incentive stock options shall not exceed ten
  years from the grant date. A non-qualified stock option may be exercisable for
  a period of up to ten years and six months so as to conform with or take advantage
  of governmental requirements, statutes or regulations.
(e)
First
  Exercisable Date. 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 that the Board of Directors of the Company determines that a "Change
  of Control" of the Company has occurred or will occur, as that term is defined
  in Section 8 (d), any options or awards that are not yet exercisable or vested
  become exercisable or vested as of the Change of Control, and further provided
  that 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.
(f)
Termination
  of Option. All options shall terminate upon their expiration, their surrender,
  upon breach by the optionee of any provisions of the option, or in accordance
  with any other rules and procedures incorporated into the terms and conditions
  governing the options as the Committee shall deem advisable or appropriate.
(g)
Incorporation
  by Reference. The option shall contain a provision that all the applicable
  terms and conditions of this Plan are incorporated by reference therein.
(h)
Other
  Provisions. The option shall also be subject to such other terms and conditions
  as the Committee shall deem advisable or appropriate, consistent with the provisions
  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 Awards
Stock awards will
  consist of shares of Common Stock of the Company issued to participants. 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
  or the Committee may permit the earlier lapse of such restriction in the event of
  the participant's death, 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 as the
  Committee shall deem advisable or appropriate consistent with the provisions
  of the Plan as herein set forth. Notwithstanding anything in this Plan to the
  contrary, the maximum amount of stock awards which may be issued under this
  Section 7 shall not exceed 2,500,000 shares of the Common Stock of the Company.
8.   Conditions Applicable to All Options and 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, 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 any options or awards may thereafter be granted
  both in the aggregate and as to each optionee, as well as in the number and
  kind of shares theretofore granted and the price payable. In no event may any
  change be made to an incentive stock option which would constitute a "modification"
  under Section 424(h)(3) of the Internal Revenue Code. The Committee may adjust
  awards to preserve the benefits or potential benefits of the awards or otherwise
  in a manner not inconsistent with applicable provisions of the Code and regulations.
  Action by the Committee may include, without limitation: (i) adjustment of the
  number and kind of shares which may be delivered under the Plan; (ii) adjustment
  of the number and kind of shares subject to outstanding awards; (iii) adjustment
  of the exercise price of outstanding options; and (iv) any other adjustments
  the Committee determines to be equitable. Any such determination shall be final
  and binding on all parties
(b)
Transferability. Options
  and awards shall not be transferable other than by Will or the laws of descent
  and distribution and shall be exercisable, during the optionee's or grantee's
  lifetime, only by the optionee or grantee; 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. As used in this subsection, immediate family
  shall mean any spouse, child, stepchild or grandchild of an optionee, and shall
  include any of the foregoing relationships arising from legal adoption.
(c)
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.
(d)
Change
  of Control. Change of Control shall mean the occurrence of any of the following
  events: (i) 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 (ii) 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 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
  (iii) 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 (iv) the sale of all, or substantially all, of the Company's assets
  occurs; or (v) the stockholders of the Company approve a plan of complete liquidation
  of the Company.
(e)
Applicable
  Law. Any option or other award 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 or a violation of the applicable
  laws of any foreign jurisdiction where options or other awards are or will be
  granted under the Plan. 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.
(f)
Performance
  Based Awards. The Committee may designate whether any award under Section
  7 being granted to any employee is intended to be "performance-based compensation"
  as that term is used in Section 162(m) of the Code. Any such awards designated
  to be "performance-based compensation" shall be conditioned on the achievement
  of one or more Performance Measures, to the extent required by Code Section
  162(m). The Performance Measures that may be used by the Committee for such
  awards shall be based on any one or more of the following as selected by the
  Committee: Total shareholder return, earnings per share growth, increase in
  revenue, share price appreciation, return on assets, return on equity, inventory
  utilization, total asset utilization and operating income growth. For such awards
  intended to be "performance-based compensation," the grant of the awards and
  the establishment of the Performance Measures shall be made during the period
  required under Code Section 162(m).
(g)
Tax
  Withholding. The Company shall have the right to deduct applicable taxes
  from any option or award payment and withhold, at the time of delivery or vesting
  of cash or shares of Common Stock under this Plan, an appropriate amount of
  cash or number of shares of Common Stock or a combination thereof for payment
  of taxes required by law or to take such other action as may be necessary in
  the opinion of the Company to satisfy all obligations for withholding of such
  taxes. The Committee may also permit withholding to be satisfied by the transfer
  to the Company of shares of Common Stock theretofore owned by the holder of
  the option or award with respect to which withholding is required. If shares
  of Common Stock are used to satisfy tax withholding, such shares shall be valued
  based on the Common Stock's fair market value when the tax withholding is required
  to be made.
9.   Definitions
(a)
Board of Directors. The term "Board of Directors"
  shall mean the Board of Directors of Pfizer Inc.
(b)
Committee. The
  term "Committee" shall mean the Executive Compensation Committee or such other
  persons or committee as referred to in Section 2 hereof to which it has delegated
  any authority, as may be appropriate.
(c)
Common
  Stock. The term "Common Stock" shall mean the $.05 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.
(d)
Company. The
  term "Company" shall mean Pfizer Inc., a Delaware corporation.
(e)
Effective
  Date. The effective date shall be April 26, 2001.
(f)
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.
(g)
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.
(h)
Subsidiary. The
  term "Subsidiary" shall mean a Subsidiary corporation of the Company as determined
  by the Committee; provided however that in the case of incentive stock options
  such term shall be as defined in Section 424(f) of the Internal Revenue
  Code.
10.   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.
11.   Amendment and Revocation
The Executive Compensation
  Committee 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, unless required by law, 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 Executive Compensation Committee 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, or reduces the option price below that now provided for
  in the Plan. The Executive Compensation Committee may delegate to another committee,
  as it may appoint, the authority to take any action consistent 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. Notwithstanding any other provisions
  in the Plan to the contrary, in no event shall the Executive Compensation Committee,
  or its designee, reprice or regrant options at a price below the original option
  issue price.
12.   Compliance with Section 16
With respect to
  participants subject to Section 16 of the Securities Exchange Act of 1934 ("Members"),
  transactions under the Plan are intended to comply with all applicable conditions
  of Rule 16b-3 or its successors under the Securities Exchange Act of 1934. 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.
EXHIBIT 5
[LETTERHEAD OF MARGARET M. FORAN]
April 27, 2001
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 250,000,000
  shares of Common Stock of Pfizer Inc. under the Pfizer Inc. 2001 Stock and Incentive
  Plan (the "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, 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 documents 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(1)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors of Pfizer Inc.:
We
  consent to incorporation by reference in this registration statement on Form
  S-8 of our audit report dated February 22, 2001, on the consolidated balance
  sheets of Pfizer Inc. and Subsidiary Companies as of December 31, 2000, and
  1999, and the related consolidated statements of income, shareholders' equity
  and cash flows for each of the three years in the period ended December 31,
  2000, which report appears in the December 31, 2000 Annual Report on Form 10-K
  of Pfizer Inc.
/s/ KPMG LLP
KPMG LLP
New York, New York
April 27, 2001
EXHIBIT 23(2)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to
  the incorporation by reference in this Registration Statement on Form S-8 of
  our report dated January 24, 2000, except for Note 6, as to which the date is
  February 7, 2000, relating to the financial statements of Warner-Lambert Company,
  not separately presented herein. This report is incorporated by reference in
  the Annual Report of Pfizer Inc. on Form 10-K for the year ended December 31,
  2000.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Florham Park, NJ
April 27, 2001