Warner Lambert Co – ‘424B2’ on 1/16/98

As of:  Friday, 1/16/98   ·   Accession #:  950117-98-59   ·   File #:  333-04353

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Prospectus   —   Rule 424(b)(2)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B2       Warner-Lambert Company 424B2                          31    180K 

Document Table of Contents

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PROSPECTUS SUPPLEMENT                                                           
(TO PROSPECTUS DATED JUNE 7, 1996)                                              

WARNER-LAMBERT COMPANY
$250,000,000 5 3/4% NOTES DUE 2003
$250,000,000 6% NOTES DUE 2008
------------------------------
    Warner-Lambert Company (the 'Company') is concurrently offering its 5 3/4%
Notes Due 2003 (the 'Five Year Notes') and 6% Notes Due 2008 (the 'Ten Year     
Notes', and together with the Five Year Notes, the 'Notes'). Interest on the    
Notes will be payable semi-annually on January 15 and July 15 of each year,     
beginning July 15, 1998. The Five Year Notes will mature on January 15, 2003 and
the Ten Year Notes will mature on January 15, 2008. The Notes are not redeemable
prior to maturity.                                                              

The Notes will be represented by one or more global Debt Securities   
registered in the name of a nominee of The Depository Trust Company ('DTC'), New
York, New York. DTC will act as Depositary. Interests in the Notes represented  
by the global Debt Securities will be shown on, and transfers thereof will be   
effected through, records maintained by DTC and its direct and indirect         
participants. Except as described herein, Notes in definitive form will not be  
issued. Settlement for the Notes will be made in immediately available funds    
plus accrued and unpaid interest. The Notes will trade in the DTC's Same-Day    
Funds Settlement System and secondary market trading activity for the Notes will
therefore settle in immediately available funds. All payments of principal and  
interest will be made by the Company in immediately available funds or the      
equivalent. See 'Description of Notes -- Settlement.'                           
------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND    
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE         
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION 
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT  
OR THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE. 

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------------------------
                                                              PRICE TO                UNDERWRITING              PROCEEDS TO   
                                                             PUBLIC(1)                DISCOUNTS(2)             COMPANY(1)(3)  
------------------------------------------------------------------------------------------------------------------------------
                                                                                                                              
Per Five Year Note..................................          100.000%                   0.600%                   99.400%     
Total...............................................        $250,000,000               $1,500,000               $248,500,000  
Per Ten Year Note...................................          99.761%                    0.650%                   99.111%     
Total...............................................        $249,402,500               $1,625,000               $247,777,500  
------------------------------------------------------------------------------------------------------------------------------

(1) Plus accrued interest, if any, from January 21, 1998.                       
(2) The Company has agreed to indemnify the Underwriters against certain        
liabilities, including liabilities under the Securities Act of 1933. See
'Underwriting.'                                                         
(3) Before deducting expenses payable by the Company estimated at $200,000.     
------------------------------
   The Notes are offered severally by the Underwriters, as specified herein,
subject to receipt and acceptance by them and subject to their right to reject  
any order in whole or in part and to certain other conditions. It is expected   
that the Notes will be ready for delivery in book-entry form only through the   
book-entry facilities of DTC in New York, New York on or about January 21, 1998 
against payment therefor in immediately available funds.                        
------------------------------
The Underwriters for the Offering of the Five Year Notes are: 
BEAR, STEARNS & CO. INC.
CHASE SECURITIES INC.                                       GOLDMAN, SACHS & CO.

The Underwriters for the Offering of the Ten Year Notes are:
BEAR, STEARNS & CO. INC.
GOLDMAN, SACHS & CO.                                           J.P. MORGAN & CO.

THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JANUARY 15, 1998

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AVAILABLE INFORMATION 

    The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the 'Exchange Act'), and in accordance        
therewith files reports, proxy statements and other information with the        
Securities and Exchange Commission (the 'Commission'). Such reports, proxy      
statements and other information may be inspected and copied at the public      
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,    
Room 1024, Washington, D.C. 20549, and also are available for inspection and    
copying at the regional offices of the Commission located at Seven World Trade  
Center, New York, New York 10048 and Citicorp Center, 500 West Madison Street,  
Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be        
obtained from the public reference section of the Commission at 450 Fifth       
Street, N.W., Washington, D.C. 20549 at prescribed rates. The Commission        
maintains a web site at http://www.sec.gov containing reports, proxy statements 
and other information regarding issuers, such as the Company, that file         
electronically with the Commission. Such reports, proxy statements and other    
information also may be inspected at the offices of the New York Stock Exchange,
20 Broad Street, New York, New York 10005, on which exchange certain of the     
Company's securities are listed.                                                

     This Prospectus constitutes a part of a Registration Statement filed by the
Company with the Commission under the Securities Act of 1933, as amended (the   
'Securities Act'). This Prospectus omits certain of the information contained in
the Registration Statement in accordance with the rules and regulation of the   
Commission. Reference is hereby made to the Registration Statement and related  
exhibits for further information with respect to the Company and the Notes.     
Statements contained herein concerning the provisions of any document are not   
necessarily complete and, in each instance, reference is made to the copy of    
such document filed as an exhibit to the Registration Statement or otherwise    
filed with the Commission. Each such statement is qualified in its entirety by  
such reference.                                                                 

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

NOTE REGARDING FORWARD-LOOKING STATEMENTS 

   This Prospectus Supplement, the accompanying Prospectus and the documents
incorporated herein by reference may contain 'forward-looking statements' within
the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. These statements may be identified by the use of forward-looking words or  
phrases such as 'believe,' 'expect,' 'anticipate,' 'should,' 'planned,' 'may,'  
'estimated,' and 'potential.' The Private Securities Litigation Reform Act of   
1995 provides a 'safe harbor' for such forward-looking statements. In order to  
comply with the terms of the safe harbor, the Company notes that a variety of   
factors could cause actual results and experience to differ materially from the 
anticipated results or other expectations expressed in such forward-looking     
statements. The risks and uncertainties that may affect the operations,         
performance, development and results of the Company's business include: changes 
in the favorable market reaction to the Company's significant new pharmaceutical
products, the cholesterol-lowering agent LIPITOR and the type 2 diabetes drug   
REZULIN; competitive factors, including managed care and other groups or        
institutions seeking price discounts, technological advances attained by        
competitors, and patents granted to or contested by competitors that would      
result in their ability to compete against the Company more effectively;        
difficulties or delays in pharmaceutical product development, including but not 
limited to, the inability to identify viable new chemical compounds, to         
successfully complete toxicology testing and/or clinical trials, to obtain      
regulatory approval for the compounds or to gain market acceptance of approved  
products; unexpected safety or efficacy concerns arising with respect to        
marketed products, whether or not scientifically justified, leading to product  
recalls, withdrawals or other actions that could result in declining sales; the 
expiration of patents or governmental grants of exclusivity with respect to the 
Company's products; government laws and regulations affecting domestic and      
international operations, which could include matters affecting drug approval   
and pricing, or actions of regulatory agencies with respect to products and/or  
manufacturing facilities that could result in fines, products interruption or   
withdrawal, plant closures or consent decrees; changes in economic conditions   
(including inflation, interest rates and foreign currency exchange rates) in the
global marketplace, including Canada, Japan, Mexico and Western Europe, where   
the Company has significant businesses; significant litigation adverse to the   
Company, including, particularly, product liability litigation, antitrust       
litigation                                                                      

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and patent and trademark litigation. Potential investors are cautioned that     
certain events or circumstances could cause the Company's actual performance and
financial results in future periods to differ materially from those estimated or
anticipated.                                                                    

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

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY ENGAGE IN      
TRANSACTIONS THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE     
NOTES INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS AND 
THE IMPOSITION OF PENALTY BIDS. SEE 'UNDERWRITING.'                             

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RATIO OF EARNINGS TO FIXED CHARGES

    The ratio of earnings to fixed charges for the nine months ended September
30, 1997 and for each of the last five years is as follows:                     

                                                        [Enlarge/Download Table]

                                                     FOR THE                                         
                                                   NINE MONTHS                                       
                                                      ENDED        FOR THE YEARS ENDED DECEMBER 31,  
                                                  SEPTEMBER 30,  ------------------------------------
                                                      1997       1996    1995    1994    1993    1992
                                                  -------------  ----    ----    ----    ----    ----
                                                                     (UNAUDITED)                     

                                                                                                     
Ratio of earnings to fixed charges...............      6.7        7.0     7.3     8.0     4.1(a)  8.5

     For purposes of computing the ratios of earnings to fixed charges, earnings
consist of pretax consolidated income from continuing operations reduced by     
minority interest and increased by fixed charges (excluding capitalized         
interest). Fixed charges consist of interest expense, capitalized interest,     
amortization of debt expense and the portion of rental expense deemed           
representative of the interest factor of such rental expense.                   

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

(a) The Company's ratio of earnings to fixed charges for 1993 would have been 
9.5 if restructuring charges of $525.2 million had been excluded.     

USE OF PROCEEDS 

     The net proceeds to the Company from the sale of the Notes will be used (i)
to retire the Company's 8% Notes due September 1, 1998, (ii) to replace certain 
floating rate indebtedness of the Company and (iii) for general corporate       
purposes.                                                                       

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DESCRIPTION OF NOTES

GENERAL                                                                         

    The following description of the particular terms of the Notes supplements
the description of the general terms and provisions of the Notes set forth in   
the accompanying Prospectus under 'Description of Debt Securities.'             

 The Five Year Notes will be limited to an aggregate principal amount of
$250,000,000 and the Ten Year Notes will be limited to an aggregate principal   
amount of $250,000,000. The Notes will be issued in fully registered form only  
in the form of global notes registered in the name of Cede & Co., the nominee of
DTC. Beneficial interests in the Notes will be shown on, and transfers thereof  
will be offered only through, records maintained by DTC and its participants.   
See 'Description of Debt Securities -- Global Securities' in the accompanying   
Prospectus. The Notes will not be issued in definitive form except in the       
circumstances described under such caption in the Prospectus.                   

     The Five Year Notes will mature on January 15, 2003, and the Ten Year Notes
will mature on January 15, 2008. Interest on the Notes will begin accruing on   
January 21, 1998 and will be payable semi-annually on January 15 and July 15 of 
each year commencing July 15, 1998 until maturity at the respective annual      
interest rates shown on the cover page hereof.                                  

The Notes are not redeemable prior to maturity.                       

   The Notes do not have any Events of Default other than those specifically
summarized under 'Description of Debt Securities -- Events of Default' in the   
accompanying Prospectus.                                                        

SETTLEMENT                                                                      

  Settlement for the Notes will be made by the Underwriters in immediately
available funds. All payments of principal and interest will be made by the     
Company in immediately available funds or the equivalent, so long as DTC        
continues to make its Same-Day Funds Settlement System available to the Company.

  Secondary trading in long-term notes and debentures of corporate issuers
generally is settled in clearinghouse or next-day funds. In contrast, the Notes 
will trade in DTC's Same-Day Funds Settlement System, and secondary market      
trading activity in the Notes will therefore be required by DTC to settle in    
immediately available funds. No assurance can be given as to the effect, if any,
of settlement in immediately available funds on trading activity in the Notes.  

UNDERWRITING

 Subject to the terms and conditions of the Underwriting Agreements each
dated January 15, 1998 (the 'Underwriting Agreements'), the Company has agreed  
to sell to each of the several Underwriters named below, and each of the        
Underwriters has severally agreed to purchase the principal amount of Five Year 
Notes and Ten Year Notes set forth opposite its name below:                     

                                                        [Enlarge/Download Table]

                                                                             PRINCIPAL AMOUNT   PRINCIPAL AMOUNT 
                               UNDERWRITER                                  OF FIVE YEAR NOTES  OF TEN YEAR NOTES
--------------------------------------------------------------------------  ------------------  -----------------

                                                                                                                 
Bear, Stearns & Co. Inc. .................................................     $ 83,340,000       $  83,340,000  
Goldman, Sachs & Co. .....................................................       83,330,000          83,330,000  
Chase Securities Inc......................................................       83,330,000           --         
J.P. Morgan Securities Inc................................................        --                 83,330,000  
                                                                            ------------------  -----------------
     Total................................................................     $250,000,000       $ 250,000,000  
                                                                            ------------------  -----------------
                                                                            ------------------  -----------------

Under the terms of the Underwriting Agreements, the Underwriters are  
committed to take and pay for all of the Notes, if any are taken.               

   The Underwriters propose to offer the Notes directly to the public at the
initial public offering price set forth on the cover page hereof and in part to 
certain securities dealers at such price less a concession of 0.350% of the     
principal amount of the Five Year Notes and 0.400% of the principal             

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amount of the Ten Year Notes. The Underwriters may allow, and such dealers may  
reallow, a concession not in excess of 0.250% of the principal amount of the    
Notes to certain brokers and dealers. After the Notes are released for sale to  
the public, the offering price and other selling terms may from time to time be 
varied by the Underwriters.                                                     

 In the Underwriting Agreements, the Company has agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the       
Securities Act or to contribute to payments the Underwriters may be required to 
make in respect thereof.                                                        

Each series of Notes is a new issue of securities with no established 
trading market. The Company does not intend to apply for listing of either      
series of Notes on any national securities exchange. The Company has been       
advised by the Underwriters that the Underwriters intend to make a market in the
Notes. However, the Underwriters are not obligated to do so and may discontinue 
market-making at any time without notice. No assurance can be given as to the   
liquidity of the trading market for the Notes.                                  

In order to facilitate the offering of the Notes, the Underwriters may
engage in transactions that stabilize, maintain or otherwise affect the price of
the Notes during and after such offering. Specifically, the Underwriters may    
overallot or otherwise create a short position in the Notes by selling more     
Notes than have been sold to them by the Company. The Underwriters may elect to 
cover any such short position by purchasing Notes in the open market. In        
addition, the Underwriters may stabilize or maintain the price of the Notes by  
bidding for or purchasing Notes in the open market and may impose penalty bids, 
under which selling concessions allowed to syndicate members or other           
broker-dealers participating in the offering are reclaimed if Notes previously  
distributed in the offering are repurchased in connection with stabilization    
transactions or otherwise. The effect of these transactions may be to stabilize 
or maintain the market price of the Notes at a level above that which might     
otherwise prevail in the open market. The imposition of a penalty bid may also  
affect the price of the relevant series of Notes to the extent that it          
discourages resales thereof. No representation is made as to the magnitude or   
effect of any such stabilization or other transactions. Such transactions, if   
commenced, may be discontinued at any time.                                     

    Certain of the Underwriters or their affiliates have provided from time to
time, and expect to provide in the future investment or commercial banking      
services to the Company and its affiliates, for which such Underwriters or their
affiliates have received and will receive customary fees and commissions. In    
addition, Melvin R. Goodes, the Chairman of the Board and Chief Executive       
Officer of the Company, and William H. Gray III, a director of the Company, are 
also directors of certain affiliates of Chase Securities Inc.                   

LEGAL MATTERS 

     The validity of the Notes will be passed upon for the Company by Gregory L.
Johnson, Esq., Vice President and General Counsel of the Company. Certain legal 
matters in connection with the Notes will be passed upon for the Company by     
Simpson Thacher & Bartlett (a partnership that includes professional            
corporations), New York, New York. Simpson Thacher & Bartlett has in the past   
and may continue to provide legal services to the Underwriters and their        
affiliates.                                                                     

    Certain legal matters in connection with the Notes will be passed upon for
the Underwriters by White & Case LLP, New York, New York. White & Case LLP      
performs certain services for the Company from time to time.                    

EXPERTS 

  The consolidated financial statements of the Company incorporated in the
accompanying Prospectus by reference to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, have been so incorporated in       
reliance upon the reports set forth therein of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in accounting and   
auditing.                                                                       

S-6 

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PROSPECTUS                                                                      

WARNER-LAMBERT COMPANY
DEBT SECURITIES, DEBT WARRANTS, CURRENCY
WARRANTS, STOCK-INDEX WARRANTS AND
GOVERNMENT SECURITIES WARRANTS

     Warner-Lambert  Company (the 'Company') may from time to time offer its (a)
senior, unsecured  debt  securities (the  'Debt  Securities'), (b)  warrants  to
purchase  Debt Securities  ('Debt Warrants'), (c)  warrants to  receive from the
Company the cash value in U.S. dollars of the right to purchase ('Currency  Call
Warrants')  and to sell ('Currency Put Warrants' and, together with the Currency
Call Warrants, the 'Currency Warrants') such foreign currencies or units of  two
or  more foreign currencies (the 'Reference Currency') as shall be designated by
the Company at the  time of offering, (d)  warrants ('Stock-Index Warrants')  to
receive  from the Company an amount in cash determined by reference to decreases
('Stock-Index Put Warrants') or increases  ('Stock-Index Call Warrants') in  the
level  of a specified stock index (the 'Stock  Index') which may be based on one
or more  U.S. or  foreign stocks  or  a combination  thereof, and  (e)  warrants
('Government Securities Warrants') to receive from the Company an amount in cash
determined  by reference to decreases  ('Government Securities Put Warrants') or
increases ('Government Securities Call Warrants') in the yield or closing  price
of one or more specified debt instruments issued by the United States government
(the  'Debt  Instrument') or  the  level of  a  specified debt  instrument index
relating to  such  instruments  (the  'Debt  Index'),  in  an  aggregate  amount
sufficient  to result in proceeds  to the Company of  up to $850,000,000 (or the
equivalent thereof  in  foreign currencies  or  units  of two  or  more  foreign
currencies).  The Debt Securities, Debt Warrants, Currency Warrants, Stock-Index
Warrants and Government Securities Warrants,  which are collectively called  the
'Securities',  may be offered together or separately  and in one or more series,
in amounts, at prices and on terms to be set forth in one or more supplements to
this Prospectus (each a 'Prospectus  Supplement'). Each issue of Securities  may
vary,  where applicable, as to aggregate principal amount, maturity date, public
offering or  purchase price,  interest  rate or  rates  and timing  of  payments
thereof, provision for redemption or sinking fund requirements, if any, exercise
provisions,  currencies  of  denomination  or  currencies  otherwise  applicable
thereto, selection of  stock or debt  indices or United  States government  debt
instruments  and  any  other variable  terms  and methods  of  distribution. The
specific terms with regard to the Securities in respect of which this Prospectus
is being delivered will be set forth in the accompanying Prospectus Supplement. 

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

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

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

     The Company may sell the Securities to or through underwriters or  dealers,
through  agents designated  from time  to time,  or directly.  The names  of any
underwriters, dealers  or agents  of the  Company involved  in the  sale of  the
Securities  and any applicable discounts or commissions will be set forth in the
applicable Prospectus Supplement. See 'Plan  of Distribution'. The net  proceeds
to  the Company  from any  such sale will  also be  set forth  in the applicable
Prospectus Supplement.                                                          

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

THE DATE OF THIS PROSPECTUS IS JUNE 7, 1996.

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  NO DEALER, SALESMAN OR OTHER PERSON IS AUTHORIZED IN CONNECTION WITH ANY
OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER
THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY     
PROSPECTUS SUPPLEMENT DELIVERED HEREWITH AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE      
COMPANY OR BY ANY UNDERWRITER, DEALER OR AGENT. THIS PROSPECTUS AND ANY         
PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH 
PERSON TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS         
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE HEREUNDER AND THEREUNDER   
SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION       
CONTAINED OR INCORPORATED BY REFERENCE HEREIN AND THEREIN IS CORRECT AS OF ANY  
TIME SUBSEQUENT TO THE DATE HEREOF AND THEREOF.                                 

AVAILABLE INFORMATION 

    The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the 'Exchange Act'), and, in accordance       
therewith, files reports, proxy statements and other information with the       
Securities and Exchange Commission (the 'Commission'). Such reports, proxy      
statements and other information can be inspected and copied at the public      
reference facilities maintained by the Commission at Room 1024, 450 Fifth       
Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices  
at Seven World Trade Center, New York, New York 10048, and Northwestern Atrium  
Center, 500 West Madison Street, Suite 1500, Chicago, Illinois 60661-2511.      
Copies of such material can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
Such reports, proxy statements and other information can also be inspected at   
the offices of The New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005, The Chicago Stock Exchange, Inc., 440 South LaSalle Street, Chicago,
Illinois 60605-1070 and The Pacific Stock Exchange, 301 Pine Street, San        
Francisco, California 94104.                                                    

    The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the      
'Registration Statement') under the Securities Act of 1933, as amended (the     
'Securities Act'), relating to the Securities. This Prospectus does not contain 
all the information set forth in the Registration Statement, certain parts of   
which are omitted in accordance with the rules and regulations of the           
Commission. For further information, reference is hereby made to the            
Registration Statement and to the exhibits thereto. Statements contained herein 
concerning the provisions of certain documents are not necessarily complete, and
in each instance, reference is made to the copy of such document filed as an    
exhibit to the Registration Statement or otherwise filed with the Commission.   
Each such statement is qualified in its entirety by such reference.             

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

   The following documents filed by the Company with the Commission pursuant
to the Exchange Act are incorporated herein by reference: (a) the Company's     
Annual Report on Form 10-K for the fiscal year ended December 31, 1995; (b) the 
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996;   
and (c) the Company's Current Reports on Form 8-K dated January 23, 1996, and   
April 23, 1996, respectively.                                                   

    All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the    
termination of the offering made hereby shall be deemed to be incorporated by   
reference into this Prospectus and to be a part hereof from the respective dates
of filing of such documents. Any statement contained in a document incorporated 
or deemed to be incorporated by reference herein shall be deemed to be modified 
or superseded for purposes of this Prospectus or any Prospectus Supplement to   
the extent that a statement contained herein or in any other subsequently filed 
document that also is or is deemed to be incorporated by reference herein       
modifies or supersedes such statement. Any statement so modified or superseded  
shall not be deemed, except as so modified or superseded, to constitute a part  
of this Prospectus.                                                             

THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY 
BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED, UPON WRITTEN  
OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR                            

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ALL OF THE DOCUMENTS INCORPORATED BY REFERENCE IN THIS PROSPECTUS, OTHER THAN   
EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED  
BY REFERENCE INTO SUCH DOCUMENTS). SUCH REQUESTS SHOULD BE DIRECTED TO          
WARNER-LAMBERT COMPANY, 201 TABOR ROAD, MORRIS PLAINS, NEW JERSEY 07950-2693,   
ATTENTION: SECRETARY (TELEPHONE: (201) 540-2000).                               

THE COMPANY 

 The Company was incorporated under the laws of the State of Delaware in
1920. The Company's principal executive offices are located at 201 Tabor Road,  
Morris Plains, New Jersey 07950-2693 (Telephone: (201) 540-2000).               

     The Company develops, manufactures and markets a widely diversified line of
health care and consumer products. Its principal industry segments are          
pharmaceutical products, consisting principally of ethical pharmaceuticals,     
biologicals and empty hard-gelatin capsules; consumer health care products,     
consisting principally of over-the-counter health care, shaving and pet care    
products; and confectionery products, consisting principally of chewing gums and
breath mints.                                                                   

USE OF PROCEEDS 

 Except as may be set forth in the applicable Prospectus Supplement, the
Company intends to add the net proceeds of the sale of the Securities to the    
Company's general corporate funds available for general corporate purposes.     
Pending such application, the Company may invest the net proceeds in marketable 
securities or other short-term investments. Additional short-term and long-term 
financing may be undertaken at such times, and through such means, as may be    
appropriate.                                                                    

RATIO OF EARNINGS TO FIXED CHARGES

    The following table sets forth the consolidated ratio of earnings to fixed
charges for the Company for the three-month period ended March 31, 1996, and for
each of the Company's fiscal years ended December 31, 1995, 1994, 1993, 1992 and
1991:                                                                           

                                                                [Download Table]

THREE MONTHS                                               
   ENDED                 YEAR ENDED DECEMBER 31,           
 MARCH 31,       ----------------------------------------  
    1996         1995     1994     1993     1992     1991  
------------     ----     ----     ----     ----     ----  

                                                           
    10.3         7.3      8.0      4.1(a)   8.5      3.3(b)

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

(a) The company's ratio of earnings to fixed charges for 1993 would have been 
9.5 excluding a restructuring charge of $525.2 million.               

(b) The company's ratio of earnings to fixed charges for 1991 would have been 
9.4 excluding a restructuring charge of $544.0 million.               

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

     For purposes of computing the ratios of earnings to fixed charges, earnings
consist of pretax consolidated income from continuing operations reduced by     
minority interests and increased by fixed charges (excluding capitalized        
interest). Fixed charges consist of interest expense, capitalized interest,     
amortization of debt expense and the portion of rental expense deemed           
representative of the interest factor of such rental expense.                   

DESCRIPTION OF DEBT SECURITIES

The Debt Securities are to be issued under an Indenture, dated as of  
December 1, 1986, as supplemented (the 'Indenture'), between the Company and The
Bank of New York, formerly Irving Trust Company, as Trustee (the 'Trustee'). The
following statements with respect to the Debt Securities are subject to the     
detailed provisions of the Indenture, the form of which has been filed with the 
Commission as an exhibit to the Registration Statement and is hereby            
incorporated herein by reference. The following description of the Indenture and
summaries of certain provisions of the Indenture do not                         

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purport to be complete and are subject to, and are qualified in their entirety  
by reference to, all the provisions of the Indenture. Section references herein 
are references to particular provisions of the Indenture. Capitalized terms used
in this Description of Debt Securities but not defined herein have the meanings 
ascribed to such terms in the Indenture.                                        

The particular terms of each issue of Debt Securities, as well as any 
modifications or additions to the general terms of the Indenture that may be    
applicable in the case of such Debt Securities, will be described in the        
Prospectus Supplement relating to such Debt Securities. Accordingly, for a      
description of the terms of a particular issue of Debt Securities, reference    
must be made both to the Prospectus Supplement relating thereto and to the      
following description.                                                          

GENERAL                                                                         

    The aggregate principal amount of Debt Securities that may be issued under
the Indenture is unlimited. (Section 301). The Debt Securities may be issued in 
one or more series, as may be authorized from time to time by the Company. The  
Debt Securities will be unsecured, unsubordinated obligations of the Company and
will rank on a parity with all other unsecured, unsubordinated indebtedness of  
the Company.                                                                    

   Reference is made to the Prospectus Supplement relating to the particular
series of Debt Securities offered thereby for the following terms, where        
applicable, of such Debt Securities: (a) the title of such Debt Securities; (b) 
any limit on the aggregate principal amount of such Debt Securities; (c) the    
date or dates on which the principal of such Debt Securities is payable; (d) the
rate or rates at which such Debt Securities shall bear interest or the method of
determination thereof, if any, the date or dates from which such interest shall 
accrue, the Interest Payment Date or Dates on which such interest shall be      
payable and the Regular Record Date for the interest payable on any Interest    
Payment Date; (e) the place or places of payment, if any, in addition to the    
City of New York, with respect to such Debt Securities; (f) the period or       
periods within which, the price or prices at which and the terms and conditions 
upon which such Debt Securities may be redeemed, in whole or in part, at the    
option of the Company; (g) the obligation, if any, of the Company to redeem or  
purchase such Debt Securities pursuant to any sinking fund or analogous         
provisions or at the option of a Holder thereof and the period or periods within
which, the price or prices at which and the terms and conditions upon which such
Debt Securities shall be redeemed or purchased, in whole or in part, pursuant to
such obligations; (h) if other than U.S. dollars, the currency or units of two  
or more currencies in which such Debt Securities shall be denominated and       
whether interest is payable in a currency other than the currency in which such 
Debt Securities are denominated; (i) if other than denominations of $1,000 and  
any multiple thereof, the denominations in which such Debt Securities shall be  
issuable; (j) if other than the principal amount thereof, the portion of the    
principal amount of such Debt Securities which shall be payable upon declaration
of acceleration of the Maturity thereof; (k) if such Debt Securities are        
original issue discount debt securities, the price at which and the date on     
which such Debt Securities are to be issued; and (l) any other terms of such    
Debt Securities.                                                                

   The Indenture provides that the Debt Securities of a single series may be
issued at various times, with different maturity dates, and may bear interest at
different rates. Unless otherwise provided in the applicable Prospectus         
Supplement, principal (and premium, if any) and interest, if any, will be       
payable, and the Debt Securities will be transferable at the Corporate Trust    
Office of the Trustee, currently located at 101 Barclay Street, New York, New   
York 10286, provided that payment of interest may be made at the option of the  
Company by check mailed to the address of the Person entitled thereto as it     
appears in the Security Register (Sections 301, 1001 and 1002).                 

  Unless otherwise indicated in the applicable Prospectus Supplement, Debt
Securities will be issued only as registered securities in denominations of     
$1,000 and any integral multiple thereof and will be payable only in U.S.       
dollars. No service charge will be made for any registration of transfer or     
exchange of the Debt Securities, unless otherwise provided in the Prospectus    
Supplement, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith (Sections 302  
and 305).                                                                       

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If any series of Debt Securities is sold for, is payable in or is     
denominated in a foreign currency or units of two or more foreign currencies,   
the restrictions, elections, general tax considerations, specific terms or other
information with respect to such series of Debt Securities and such foreign     
currencies or currency units will be set forth in the applicable Prospectus     
Supplement.                                                                     

   Some of the Debt Securities may be issued as original issue discount debt
securities (bearing no interest or interest at below-market rates) ('Discount   
Securities') to be sold at a substantial discount below their stated principal  
amount. Federal income tax consequences and other special considerations        
applicable to any such Discount Securities will be described in the Prospectus  
Supplement relating thereto.                                                    

   All moneys paid by the Company to the Trustee or any Paying Agent for the
payment of principal of (and premium, if any) or any interest on any Debt       
Security that remain unclaimed at the end of two years after such principal,    
premium or interest shall have become due and payable will be repaid to the     
Company, and the Holder of such Debt Security will thereafter look only to the  
Company for payment thereof (Section 1003).                                     

  The Prospectus Supplement for a particular series may indicate terms for
redemption at the option of a Holder. Unless otherwise indicated in the         
Prospectus Supplement, the covenants contained in the Indenture and the Debt    
Securities would not provide for redemption at the option of a Holder nor       
necessarily afford Holders protection in the event of a highly leveraged or     
other similar transaction that may adversely affect Holders.                    

CERTAIN COVENANTS                                                               

  Certain Definitions Applicable to Covenants. The term 'Subsidiary' shall
mean any Corporation of which at least a majority of the outstanding stock      
having by the terms thereof ordinary voting power to elect a majority of the    
board of directors of such Corporation (irrespective of whether or not at the   
time stock of any other class or classes of such Corporation shall have or might
have voting power by reason of the happening of any contingency) is at the time 
directly or indirectly owned or controlled by the Company, or by one or more    
Subsidiaries, or by the Company and one or more Subsidiaries. The term          
'Restricted Subsidiary' shall mean any Subsidiary (a) substantially all of the  
property of which is located, or substantially all of the business of which is  
carried on, within the continental United States of America or Puerto Rico, and 
(b) which owns or leases a Principal Property; provided, however, that the term 
'Restricted Subsidiary' shall not include any Subsidiary which is principally   
engaged in leasing or in financing installment receivables or which is          
principally engaged in financing the Company's operations outside the           
continental United States of America. The term 'Principal Property' shall mean  
any manufacturing or processing plant or any research facility owned or leased  
by the Company or any Restricted Subsidiary which is located within the         
continental United States of America or Puerto Rico except any such plant or    
research facility which, in the opinion of the Board of Directors of the        
Company, is not of material importance to the total business conducted by the   
Company and its Restricted Subsidiaries as an entirety. The term 'Attributable  
Debt' in respect of a sale and lease-back arrangement shall mean, at the time of
determination, the lesser of (a) the fair value of the property subject to such 
arrangement (as determined by the Board of Directors of the Company) or (b) the 
present value (discounted at the rate of 8.925% per annum compounded            
semiannually) of the total obligations of the lessee for rental payments during 
the remaining term of the lease included in such arrangement (including any     
period for which such lease has been extended); provided, however, that there   
shall not be deemed to be any Attributable Debt in respect of the sale and      
lease-back arrangement if (x) such arrangement involves property of a type to   
which the covenant on limitation on liens does not apply, (y) the Company or a  
Restricted Subsidiary would be entitled pursuant to clauses (i) through (vii) of
the covenant on limitation on liens to issue, assume or guarantee Debt (as      
hereinafter defined) secured by a Mortgage (as hereinafter defined) upon the    
property involved in such arrangement without equally and ratably securing the  
Debt Securities or (z) the proceeds of such arrangement have been applied in    
accordance with clause (b) of the covenant on limitation on sale and lease-back 
(Section 101).                                                                  

Limitation on Liens. The Company will not, nor will it permit any     
Restricted Subsidiary to, issue, assume or guarantee any debt for money borrowed
('Debt'), secured by a mortgage, security interest,                             

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pledge, lien or other encumbrance ('Mortgage') upon any Principal Property or   
upon any shares of stock or indebtedness of any Restricted Subsidiary (whether  
such Principal Property, shares of stock or indebtedness are now owned or       
hereafter acquired) without in any such case effectively providing concurrently 
with the issuance, assumption or guaranty of any such Debt that the Debt        
Securities (together with, if the Company shall so determine, any other         
indebtedness of or guaranteed by the Company or such Restricted Subsidiary      
ranking equally with the Debt Securities and then existing or thereafter        
created) shall be secured equally and ratably with such Debt unless the         
aggregate amount of all such Debt, after giving effect thereto, plus the        
aggregate amount of Attributable Debt in respect of sale and lease-back         
arrangements, does not exceed 10% of the consolidated stockholders' equity of   
the Company as shown on the latest audited consolidated financial statements of 
the Company (Section 1005).                                                     

    The above restrictions shall not apply to, and there will be excluded from
Debt under any such restrictions, Debt secured by (a) Mortgages on property,    
shares of stock or indebtedness of any Corporation existing at the time such    
Corporation becomes a Restricted Subsidiary; (b) Mortgages on property existing 
at the time of acquisition of such property by the Company or a Restricted      
Subsidiary, or Mortgages to secure the payment of all or any part of the        
purchase price of such property upon the acquisition of such property by the    
Company or a Restricted Subsidiary or to secure any Debt incurred by the Company
or a Restricted Subsidiary prior to, at the time of, or within 120 days after   
the later of the acquisition, the completion of construction (including any     
improvements on an existing property) or the commencement of commercial         
operation of such property, which Debt is incurred for the purpose of financing 
all or any part of the purchase price thereof or construction or improvements   
thereon; provided, however, that in the case of any such acquisition,           
construction or improvement, the Mortgage shall not apply to any property       
theretofore owned by the Company or a Restricted Subsidiary, other than, in the 
case of any such construction or improvement, any theretofore unimproved real   
property on which the property so constructed, or the improvement, is located;  
(c) Mortgages securing Debt of a Restricted Subsidiary owing to the Company or  
to another Restricted Subsidiary; (d) Mortgages on property of a Corporation    
existing at the time such Corporation is merged into or consolidated with the   
Company or a Restricted Subsidiary or at the time of a sale, lease or other     
disposition of the properties of a Corporation or firm as an entirety or        
substantially as an entirety to the Company or a Restricted Subsidiary; (e)     
Mortgages on property of the Company or a Restricted Subsidiary in favor of the 
United States of America or any State thereof, or any department, agency or     
instrumentality or political subdivision of the United States of America or any 
State thereof, or in favor of any other country, or any political subdivision   
thereof, to secure partial, progress, advance or other payments pursuant to any 
contract or statute (including Debt of the Pollution Control or Industrial      
Revenue Bond type) or to secure any indebtedness incurred for the purpose of    
financing all or any part of the purchase price or the cost of construction of  
the property subject to such Mortgages; (f) Mortgages existing at the date of   
the Indenture; and (g) any extension, renewal or replacement (or successive     
extensions, renewals or replacements) in whole or in part of any Mortgage       
referred to in the foregoing clauses (a) through (f), inclusive, provided,      
however, that the principal amount of Debt secured thereby shall not exceed the 
principal amount of Debt so secured at the time of such extension, renewal or   
replacement, and that such extension, renewal or replacement shall be limited to
all or a part of the property which secured the Mortgage so extended, renewed or
replaced (plus improvements on such property) (Section 1005).                   

     Limitation on Sale and Lease-Back. The Company will not, nor will it permit
any Restricted Subsidiary to, enter into any arrangement with any Person        
providing for the leasing by the Company or any Restricted Subsidiary of any    
Principal Property (whether such Principal Property is now owned or hereafter   
acquired) (except for leases for a term of not more than three years and except 
for leases between the Company and a Restricted Subsidiary or between Restricted
Subsidiaries), which property has been or is to be sold or transferred by the   
Company or such Restricted Subsidiary to such Person, unless (a) the Company or 
such Restricted Subsidiary would be entitled, pursuant to the provisions of the 
covenant on limitation on liens, to issue, assume or guarantee Debt secured by a
Mortgage upon such property at least equal in amount to the Attributable Debt in
respect of such arrangement without equally and ratably securing the Debt       
Securities or (b) the net proceeds of such sale are at least equal to the fair  
value (as determined by the Board of Directors of the Company) of such property 
and the Company shall apply or cause to be applied an amount in cash equal to   
the Attributable Debt in respect                                                

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of such arrangement to the retirement (other than any mandatory retirement or by
way of payment at maturity), within 120 days of the effective date of any such  
arrangement, of Debt or Attributable Debt of the Company or any Restricted      
Subsidiary (other than Debt or Attributable Debt owned by the Company or any    
Restricted Subsidiary and other than Debt or Attributable Debt of the Company   
which is subordinated to the Debt Securities) which by its terms matures at or  
is extendible or renewable at the option of the obligor to a date more than     
twelve months after the date of the creation of such Debt or Attributable Debt  
(Section 1006).                                                                 

   Merger and Consolidation. The Company shall not consolidate with or merge
with or into any other entity or sell, convey or lease its properties and assets
substantially as an entirety to any entity unless: (a) the entity formed by such
consolidation, merger, sale, conveyance or lease shall be organized under the   
laws of the United States of America or any State or the District of Columbia   
and shall expressly assume by a supplemental indenture the due and punctual     
payment of the principal of (and premium, if any) and interest, if any, on all  
of the Debt Securities and the performance of any covenant of the Indenture to  
be performed or observed by the Company; (b) immediately after giving effect to 
such transaction, no Event of Default and no event which, after notice or lapse 
of time, or both, would become an Event of Default, shall have happened and be  
continuing; (c) if any Principal Property or any shares of stock or indebtedness
of any Restricted Subsidiary owned immediately prior thereto shall become       
subject, as a result of such consolidation, merger, sale, conveyance or lease,  
to any Mortgage not permitted by the provisions described under the covenant on 
limitation on liens, then the Debt Securities of each series then Outstanding   
shall be secured by a lien on such Principal Property or such shares of stock or
indebtedness of any Restricted Subsidiary prior to all such resulting Mortgages 
not permitted by the provisions described under the covenant on limitation on   
liens; and (d) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that such consolidation, merger, sale,  
conveyance or lease and such supplemental indenture comply with the appropriate 
provisions of the Indenture and that all conditions precedent thereto provided  
in the Indenture have been complied with (Section 801).                         

EVENTS OF DEFAULT                                                               

 The following are Events of Default under the Indenture with respect to
Debt Securities of any series: (a) failure to pay interest, if any, on any Debt 
Security of that series when due, continued for 30 days; (b) failure to pay     
principal of (or premium, if any, on) any Debt Security of that series at       
Maturity (except as provided in the following clause (c)); (c) failure to pay   
any sinking fund payment, when due, in respect of any Debt Security of that     
series, continued for five days; (d) failure to perform any other covenant or   
warranty of the Company in respect of the Debt Securities of that series in the 
Indenture, continued for 90 days after written notice as provided in the        
Indenture; (e) certain events in bankruptcy, insolvency or reorganization of the
Company; and (f) any other Event of Default established with respect to Debt    
Securities of that series (Section 501). No Event of Default with respect to a  
particular series of Debt Securities issued under the Indenture necessarily     
constitutes an Event of Default with respect to any other series of Debt        
Securities issued thereunder.                                                   

     If an Event of Default with respect to Debt Securities of any series at the
time Outstanding shall occur and be continuing, the Trustee or the Holders of   
not less than 25% in aggregate principal amount of the Outstanding Debt         
Securities of that series may, by notice in writing to the Company, declare the 
principal amount (or, if the Debt Securities of that series are Discount        
Securities, such portion of the principal amount as may be specified in the     
terms of that series) of all Debt Securities of that series to be due and       
payable immediately, but under certain conditions such declaration may be       
annulled by the Holders of not less than a majority of the principal amount of  
the Outstanding Debt Securities of that series (Section 502).                   

  Reference is made to the Prospectus Supplement relating to any series of
Debt Securities which are Discount Securities for the particular provisions     
relating to acceleration of the Maturity of a portion of the principal amount of
such Discount Securities upon the occurrence of an Event of Default and the     
continuation thereof.                                                           

 The Indenture provides that the Trustee shall, within 90 days after the
occurrence of a default with respect to Debt Securities of any series, give the 
Holders of Debt Securities of that series notice of all                         

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uncured or unwaived defaults known to it (the term default to mean the Events of
Default specified above without notice or grace periods); provided that, except 
in the case of a default in the payment of principal of (or premium, if any) or 
interest, if any, on any Debt Security of such series, the Trustee shall be     
protected in withholding such notice if it in good faith determines the         
withholding of such notice is in the interest of the Holders of the Debt        
Securities of that series (Section 602).                                        

     The Company will be required to furnish to the Trustee annually a statement
by certain officers of the Company to the effect that, to the best of their     
knowledge, the Company is not in default in the fulfillment of any of its       
obligations under the Indenture or, if there has been a default in the          
fulfillment of any such obligation, specifying each such default known to them  
(Section 1004).                                                                 

The Holders of not less than a majority in principal amount of the    
Outstanding Debt Securities of any series will have the right, subject to       
certain limitations, to direct the time, method and place of conducting any     
proceeding or exercising any trust or power conferred on the Trustee with       
respect to the Debt Securities of that series (Section 512). In case an Event of
Default shall occur and be continuing, the Trustee shall exercise such of its   
rights and powers under the Indenture with respect to the Debt Securities of    
that series and use the same degree of skill in their exercise as a prudent man 
would exercise or use under the circumstances in the conduct of his own affairs 
(Section 601). Subject to such provisions, the Trustee will be under no         
obligation to exercise any of its rights or powers under the Indenture at the   
request of any of the Holders of Debt Securities of any series unless they shall
have offered to the Trustee reasonable security, or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such  
request (Section 603).                                                          

MODIFICATION AND WAIVER                                                         

    With certain exceptions, the Indenture may be modified or amended with the
consent of the Holders of not less than a majority in principal amount of the   
Outstanding Debt Securities of each series affected thereby (all such Holders   
voting as a single class); provided, however, that no such modification or      
amendment may be made without the consent of the Holder of each Outstanding Debt
Security affected thereby, which would (a) reduce the principal amount of (or   
premium, if any) or interest, if any, on any Debt Security payable upon the     
repayment, optional or mandatory redemption or Stated Maturity thereof, change  
the Stated Maturity of the principal of, or any installment of interest on, any 
Debt Security, or certain other terms of payment thereof or (b) reduce the      
above-stated percentage of Debt Securities, the consent of the Holders of which 
is required to modify or amend the Indenture, or the percentage of Outstanding  
Debt Securities of any series, the consent of the Holders of which is required  
to waive certain past defaults (Section 902).                                   

The Indenture provides that past defaults with respect to a particular
series of Debt Securities (except, unless theretofore cured, a default (a) in   
the payment of principal of (or premium, if any) or interest, if any, on any of 
the Debt Securities of that series or in the payment of any sinking fund payment
or analogous obligation with respect to the Debt Securities of that series or   
(b) in respect of a covenant or provision of the Indenture that cannot be       
modified or amended without the consent of each Holder of an Outstanding Debt   
Security of each series affected) may be waived on behalf of the Holders of all 
Debt Securities of that series by the Holders of not less than a majority in    
principal amount of the Outstanding Debt Securities of that series (Section     
513).                                                                           

DEFEASANCE AND DISCHARGE                                                        

If the Company shall deposit with the Trustee, in trust, at or before 
Maturity, lawful money or direct obligations of the United States of America or 
obligations the principal of and interest on which are guaranteed by the United 
States of America in such amounts and maturing at such times that the proceeds  
of such obligations to be received upon the respective maturities and interest  
payment dates thereof will provide funds sufficient to pay the principal of (and
premium, if any) and interest, if any, and any mandatory sinking fund payments  
to Maturity with respect to the Outstanding Debt Securities of any series, and, 
if the Debt Securities of such series are to be redeemed prior to the Stated    
Maturity thereof, notice of such redemption shall have been given as provided in
the Indenture, or provision satisfactory to the Trustee shall have been made for
the giving of such notice, then all liability of the                            

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Company with respect to the Debt Securities of such series and under the        
Indenture in respect of the Debt Securities of such series (except as otherwise 
provided therein) shall cease, terminate and be completely discharged, and the  
Holders thereof shall thereafter be entitled only to payment out of the money or
securities deposited with the Trustee as aforesaid, except that the obligation  
of the Company duly and punctually to pay or cause to be paid the principal of  
(and premium, if any) and interest, if any, in respect of the Debt Securities of
such series shall continue unless the Company shall have delivered to the       
Trustee an Opinion of Counsel to the effect that the discharge of such          
obligation of the Company will not be deemed or result in a taxable event with  
respect to the Holders of the Debt Securities of such series, together with a   
private letter ruling to that effect received from the United States Internal   
Revenue Service or a revenue ruling pertaining to a comparable form of          
transaction to that effect published by the United States Internal Revenue      
Service (Sections 401 and 402).                                                 

GLOBAL SECURITIES                                                               

     The Debt Securities of a series issued under the Indenture may be issued in
whole or in part in the form of one or more global securities (the 'Global      
Securities') that will be deposited with, or on behalf of, a depositary (the    
'Depositary') identified in the Prospectus Supplement relating to such series.  
Global Securities may be issued only in fully registered form and in either     
temporary or permanent form. Unless and until it is exchanged in whole or in    
part for the individual Debt Securities represented thereby, a Global Security  
may not be transferred except as a whole by the Depositary for such Global      
Security to a nominee of such Depositary or by a nominee of such Depositary to  
such Depositary or another nominee of such Depositary or by the Depositary or   
any nominee to a successor Depositary or any nominee of such successor.         

   The specific terms of the depositary arrangement with respect to a series
of Debt Securities will be described in the Prospectus Supplement relating to   
such series. The Company anticipates that the following provisions will         
generally apply to depositary arrangements.                                     

Upon the issuance of a Global Security, the Depositary for such Global
Security or its nominee will credit, on its book-entry registration and transfer
system, the respective principal amounts of the individual Debt Securities      
represented by such Global Security to the accounts of persons that have        
accounts with such Depositary. Such accounts shall be designated by the dealers,
underwriters or agents with respect to such Debt Securities or by the Company if
such Debt Securities are offered and sold directly by the Company. Ownership of 
beneficial interests in a Global Security will be limited to persons that have  
accounts with the applicable Depositary ('participants') or persons that may    
hold interests through participants. Ownership of beneficial interests in such  
Global Security will be shown on, and the transfer of that ownership will be    
effected only through, records maintained by the applicable Depositary or its   
nominee (with respect to interests of participants) and the records of          
participants (with respect to interests of persons other than participants). The
laws of some states require that certain purchasers of securities take physical 
delivery of such securities in definitive form. Such limits and such laws may   
impair the ability to transfer beneficial interests in a Global Security.       

 So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as   
the case may be, will be considered the sole owner or holder of the Debt        
Securities represented by such Global Security for all purposes under the       
Indenture governing such Debt Securities. Except as provided below, owners of   
beneficial interests in a Global Security will not be entitled to have any of   
the individual Debt Securities of the series represented by such Global Security
registered in their names, will not receive or be entitled to receive physical  
delivery of any such Debt Securities of such series in definitive form and will 
not be considered the owners or holders thereof under the Indenture governing   
such Debt Securities.                                                           

Payments of principal of, premium, if any, and interest, if any, on   
individual Debt Securities represented by a Global Security registered in the   
name of a Depositary or its nominee will be made to the Depositary or its       
nominee, as the case may be, as the registered owner of the Global Security     
representing such Debt Securities. Neither the Company, the Trustee for such    
Debt Securities, any paying agent (a 'Paying Agent'), nor the Registrar for such
Debt Securities will have any responsibility or liability for any aspect of the 
records relating to or payments made by the Depositary or any                   

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participants on account of beneficial ownership interests of the Global Security
for such Debt Securities or for maintaining, supervising or reviewing any       
records relating to such beneficial ownership interests.                        

    The Company expects that the Depositary for a series of Debt Securities or
its nominee, upon receipt of any payment of principal, premium or interest in   
respect of a permanent Global Security representing any of such Debt Securities,
immediately will credit participants' accounts with payments in amounts         
proportionate to their respective beneficial interests in the principal amount  
of such Global Security for such Debt Securities as shown on the records of such
Depositary or its nominee. The Company also expects that payments by            
participants to owners of beneficial interests in such Global Security held     
through such participants will be governed by standing instructions and         
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in 'street name'. Such payments will be  
the responsibility of such participants.                                        

     If the Depositary for a series of Debt Securities is at any time unwilling,
unable or ineligible to continue as depositary and a successor depositary is not
appointed by the Company within 90 days, the Company will issue individual Debt 
Securities of such series in exchange for the Global Security or Securities     
representing such series of Debt Securities. In addition, the Company may at any
time and in its sole discretion, subject to any limitations described in the    
Prospectus Supplement relating to such Debt Securities, determine not to have   
any Debt Securities of a series represented by one or more Global Securities    
and, in such event, will issue individual Debt Securities of such series in     
exchange for the Global Security or Securities representing such series of Debt 
Securities. Further, if the Company so specifies with respect to the Debt       
Securities of a series, an owner of a beneficial interest in a Global Security  
representing Debt Securities of such series may, on terms acceptable to the     
Company, the Trustee, and the Depositary for such Global Security, receive      
individual Debt Securities of such series in exchange for such beneficial       
interests, subject to any limitations described in the Prospectus Supplement    
relating to such Debt Securities. In any such instance, an owner of a beneficial
interest in a Global Security will be entitled to physical delivery of          
individual Debt Securities of the series represented by such Global Security    
equal in principal amount to such beneficial interest and to have such Debt     
Securities registered in its name. Individual Debt Securities of such series so 
issued will be issued in denominations, unless otherwise specified by the       
Company, of $1,000 and integral multiples thereof.                              

GOVERNING LAW                                                                   

The Indenture and Debt Securities will be governed by and construed in
accordance with the law of the State of New York (Section 112).                 

REGARDING THE TRUSTEE                                                           

 The Company maintains deposits and credit facilities and conducts other
banking transactions with the Trustee in the ordinary course of business.       

DESCRIPTION OF DEBT WARRANTS

  The Company may issue, together with Debt Securities, Currency Warrants,
Stock-Index Warrants or Government Securities Warrants, or separately, Debt     
Warrants for the purchase of Debt Securities. The Debt Warrants are to be issued
under debt warrant agreements (each a 'Debt Warrant Agreement') to be entered   
into between the Company and one or more banks or trust companies, as debt      
warrant agents (each a 'Debt Warrant Agent'), all as shall be set forth in the  
Prospectus Supplement relating to Debt Warrants being offered thereby. A form of
Debt Warrant Agreement, including a form of debt warrant certificate            
representing the Debt Warrants (a 'Debt Warrant Certificate'), is filed as an   
exhibit to the Registration Statement. The following description of the Debt    
Warrant Agreement and the Debt Warrant Certificates and summaries of certain    
provisions of the Debt Warrant Agreement and the Debt Warrant Certificates do   
not purport to be complete and are subject to, and are qualified in their       
entirety by reference to, all the provisions of the applicable Debt Warrant     
Agreement and Debt Warrant Certificates, respectively, including the definitions
therein of certain terms not otherwise defined in this Prospectus. Wherever     
particular terms defined in the Debt Warrant Agreement are referred to, such    
defined terms are incorporated herein by reference.                             

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The particular terms of each issue of Debt Warrants, as well as any   
modifications or additions to the general terms of the Debt Warrant Agreement or
Debt Warrant Certificates which may be applicable in the case of such Debt      
Warrants, will be described in the Prospectus Supplement relating to such Debt  
Warrants. Accordingly, for a description of the terms of a particular issue of  
Debt Warrants, reference must be made both to the Prospectus Supplement relating
thereto and to the following description.                                       

GENERAL                                                                         

The Prospectus Supplement will describe the terms of any Debt Warrants
offered thereby, the Debt Warrant Agreement relating to such Debt Warrants and  
the Debt Warrant Certificates representing such Debt Warrants, including the    
following: (a) the aggregate amount of such Debt Warrants; (b) the initial      
offering price; (c) the currency or units of two or more currencies in which the
price for such Debt Warrants is payable; (d) the title, aggregate principal     
amount and terms of the Debt Securities purchasable upon exercise of such Debt  
Warrants; (e) the title and terms of any related Debt Securities with which such
Debt Warrants are issued and the number of such Debt Warrants issued with each  
such Debt Security; (f) the date, if any, on and after which such Debt Warrants 
and the related Debt Securities will be separately transferable; (g) the        
principal amount of Debt Securities purchasable upon exercise of each Debt      
Warrant and the price at which such principal amount of Debt Securities may be  
purchased upon such exercise; (h) the date on which the right to exercise such  
Debt Warrants commences and the date (the 'Expiration Date') on which such right
expires; (i) if applicable, a discussion of certain United States federal income
tax, accounting or other special considerations applicable thereto; (j) whether 
the Debt Warrants represented by the Debt Warrant Certificates will be issued in
registered or bearer form, and, if registered, where they may be transferred and
registered; and (k) any other terms of the Debt Warrants.                       

Debt Warrant Certificates will be exchangeable for new Debt Warrant   
Certificates of different authorized denominations and, if in registered form,  
may be presented for registration of transfer and Debt Warrants may be exercised
at the corporate trust office of the Debt Warrant Agent or any other office     
indicated in the applicable Prospectus Supplement. Prior to the exercise of Debt
Warrants, Holders of Debt Warrants will not be entitled to payments of principal
of (and premium, if any) or interest, if any, on the Debt Securities purchasable
upon such exercise, or to enforce covenants of the Indenture.                   

EXERCISE OF DEBT WARRANTS                                                       

   Unless otherwise provided in the Prospectus Supplement, each Debt Warrant
will entitle the Holder to purchase for cash such principal amount of Debt      
Securities at such exercise price as shall in each case be set forth in, or be  
determinable as set forth in, the Prospectus Supplement relating to the Debt    
Warrants offered thereby. Unless otherwise provided in the Prospectus           
Supplement, Debt Warrants may be exercised at any time up to the close of       
business on the Expiration Date set forth in the Prospectus Supplement relating 
to the Debt Warrants offered thereby. After the close of business on the        
Expiration Date (or such later date to which such Expiration Date may be        
extended by the Company), unexercised Debt Warrants will become void.           

  Debt Warrants may be exercised as set forth in the Prospectus Supplement
relating to the Debt Warrants offered thereby. Upon receipt of payment and the  
Debt Warrant Certificate properly completed and duly executed at the corporate  
trust office of the Debt Warrant Agent or any other office indicated in the     
applicable Prospectus Supplement, the Company will, as soon as practicable,     
forward to the person entitled thereto the Debt Securities purchasable upon such
exercise. If fewer than all of the Debt Warrants represented by such Debt       
Warrant Certificate are exercised, a new Debt Warrant Certificate will be issued
for the remaining amount of Debt Warrants.                                      

MODIFICATION                                                                    

The Debt Warrant Agreement may be amended by the Company and the Debt 
Warrant Agent without the consent of the Holder of any Debt Warrant Certificate 
for the purpose of curing any                                                   

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ambiguity, or of curing, correcting or supplementing any defective provision    
contained therein, or making such provisions in regard to matters or questions  
arising under the Debt Warrant Agreement as the Company may deem necessary or   
desirable; provided that such action shall not adversely affect the interests of
the Holders of Debt Warrant Certificates in any material respect. The Company   
and the Debt Warrant Agent also may modify or amend the Debt Warrant Agreement  
and the terms of the Debt Warrants with the consent of the Holders of not less  
than a majority in number of the then outstanding unexercised Debt Warrants     
affected, provided that no such modification or amendment that increases the    
exercise price, shortens the period of time during which the Debt Warrants may  
be exercised or otherwise materially and adversely affects the exercise rights  
of the Holders of the Debt Warrants or reduces the number of outstanding Debt   
Warrants, the consent of whose Holders is required for modification or amendment
of the Debt Warrant Agreement or the Debt Warrant Certificates, may be made     
without the consent of each Holder affected thereby.                            

MERGER, CONSOLIDATION, SALE OR OTHER DISPOSITIONS                               

    Under the Debt Warrant Agreement, the Company may, to the extent permitted
in the Indenture, consolidate with, or sell or convey all or substantially all  
of its assets to, or merge with or into, any other corporation. If at any time  
there shall be a merger, consolidation, sale, transfer, conveyance or other     
disposition of substantially all of the assets of the Company, the successor or 
assuming corporation shall succeed to and be substituted for the Company, with  
the same effect as if it had been named in the Debt Warrant Agreement and in the
Debt Warrant Certificates as the Company. The Company shall there-upon be       
relieved of any further obligation under the Debt Warrant Agreement or under the
Debt Warrant Certificates.                                                      

ENFORCEABILITY OF RIGHTS; GOVERNING LAW                                         

The Debt Warrant Agent will act solely as an agent of the Company in  
connection with the issuance and exercise of Debt Warrants and will not assume  
any obligation or relationship of agency or trust for or with any Holder of a   
Debt Warrant Certificate or any owner of a beneficial interest in Debt Warrants.
Such Holders, without the consent of the Debt Warrant Agent, the Trustee, the   
Holder of any Debt Securities issued upon the exercise of Debt Warrants or the  
Holder of any other Debt Warrant Certificate may, on their own behalf or for    
their own benefit, enforce, and may institute and maintain any suit, action or  
proceeding against the Company suitable to enforce, or otherwise in respect of, 
their rights to exercise Debt Warrants evidenced by their Debt Warrant          
Certificates. Except as may otherwise be provided in the Prospectus Supplement  
relating thereto, each issue of Debt Warrants and the applicable Debt Warrant   
Agreement will be governed by and construed in accordance with the law of the   
State of New York.                                                              

DESCRIPTION OF CURRENCY WARRANTS

The Company may issue, together with Debt Securities, Debt Warrants,  
Stock-Index Warrants or Government Securities Warrants, or separately, Currency 
Warrants (a) in the form of Currency Put Warrants, entitling the Owners thereof 
to receive from the Company the Currency Warrant Cash Settlement Value (as      
described in the applicable Prospectus Supplement) in cash in U.S. dollars,     
which amount will be determined by reference to the amount, if any, by which a  
predetermined exchange rate of a Reference Currency as compared to the U.S.     
dollar (the 'Strike Rate') exceeds the then-current spot exchange rate of such  
Reference Currency as compared to the U.S. dollar (the 'Spot Rate'), and (b) in 
the form of Currency Call Warrants, entitling the Owners to receive from the    
Company the Currency Warrant Cash Settlement Value in cash in U.S. dollars,     
which amount will be determined by reference to the amount, if any, by which the
Spot Rate at the time of exercise exceeds the Strike Rate. The Prospectus       
Supplement for an issue of Currency Warrants will set forth the formula pursuant
to which the Currency Warrant Cash Settlement Value will be determined. If so   
specified in the Prospectus Supplement, in certain circumstances the Currency   
Warrant Cash Settlement Value may, at the option of the Company, be determined  
on a different basis than under normal exercise of a Currency Warrant. A        
Currency Warrant will be settled only in U.S. dollars and accordingly will not  
require or entitle an Owner to sell, deliver, purchase or take delivery of any  
foreign currency or currency unit.                                              

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  The Currency Warrants are to be issued under currency warrant agreements
(each a 'Currency Warrant Agreement') to be entered into between the Company and
one or more banks or trust companies, as currency warrant agents (each a        
'Currency Warrant Agent'), all as shall be set forth in the Prospectus          
Supplement relating to the Currency Warrants being offered thereby. A form of   
Currency Warrant Agreement, including a form of global currency warrant         
certificate representing the Currency Warrants (a 'Currency Warrant             
Certificate'), is filed as an exhibit to the Registration Statement. The        
following description of the Currency Warrant Agreement and the Currency Warrant
Certificate and summaries of certain provisions of the Currency Warrant         
Agreement and the Currency Warrant Certificate do not purport to be complete and
are subject to, and are qualified in their entirety by reference to, all the    
provisions of the applicable Currency Warrant Agreement and Currency Warrant    
Certificate, including the definitions therein of certain terms not otherwise   
defined in this Prospectus. Wherever particular terms defined in the Currency   
Warrant Agreement are referred to, such defined terms are incorporated herein by
reference.                                                                      

 The particular terms of each issue of Currency Warrants, as well as any
modifications or additions to the general terms of the Currency Warrant         
Agreement or Currency Warrant Certificate which may be applicable in the case of
such Currency Warrants, will be described in the Prospectus Supplement relating 
to such Currency Warrants. Accordingly, for a description of the terms of a     
particular issue of Currency Warrants, reference must be made both to the       
Prospectus Supplement relating thereto and to the following description.        

GENERAL                                                                         

    The Prospectus Supplement will describe the terms of any Currency Warrants
offered thereby, the Currency Warrant Agreement relating to such Currency       
Warrants and the Currency Warrant Certificate representing such Currency        
Warrants, including the following: (a) the aggregate amount of such Currency    
Warrants; (b) the initial offering price of such Currency Warrants; (c) the     
Reference Currency, which may be a foreign currency or units of two or more     
foreign currencies; (d) whether such Currency Warrants are Currency Put Warrants
or Currency Call Warrants; (e) the date on which the right to exercise such     
Currency Warrants commences and the date on which such right expires; (f) the   
manner in which such Currency Warrants may be exercised; (g) the circumstances  
which will cause the Currency Warrants to be deemed automatically exercised; (h)
the minimum number, if any, of such Currency Warrants that are exercisable at   
any one time; (i) the maximum number, if any, of such Currency Warrants that    
may, subject to the Company's election, be exercised by all Owners (or by any   
person or entity) on any day; (j) any provision permitting an Owner to condition
an exercise notice on the absence of certain specified changes in the Spot Rate 
after the exercise date; (k) any provisions permitting the Company to cancel    
such Currency Warrants upon the occurrence of certain events; (l) the method of 
determining the amount payable in connection with the exercise or cancelation of
such Currency Warrants; and (m) any other terms of the Currency Warrants.       

BOOK-ENTRY PROCEDURES AND SETTLEMENTS                                           

   Except as may otherwise be provided in the Prospectus Supplement relating
thereto, each issue of Currency Warrants will be issued in book-entry form and  
represented by a single global Currency Warrant Certificate, registered in the  
name of a depositary or its nominee. The depositary, or its nominee, will be    
considered the owner or holder of the Currency Warrants for all purposes under  
the Currency Warrant Agreement. Owners of beneficial interests in the global    
Currency Warrant Certificate will generally not be entitled to receive physical 
delivery of definitive certificates representing Currency Warrants. A beneficial
owner's ownership of a Currency Warrant will be recorded on or through the      
records of the brokerage firm or other entity that maintains such beneficial    
owner's account. In turn, the total number of Currency Warrants held by an      
individual brokerage firm for its clients will be maintained on the records of  
the depositary in the name of such brokerage firm or its agents. Therefore, a   
beneficial owner of Currency Warrants must rely upon the foregoing procedures to
evidence such beneficial owner's ownership of a Currency Warrant. Transfer of   
beneficial ownership of any Currency Warrant will be effected only through the  
selling beneficial owner's brokerage firm. Neither the Company nor the Currency 
Warrant Agent will have any responsibility or liability for any aspect of the   

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records relating to beneficial ownership interests in global Currency Warrant   
Certificates, or for maintaining, supervising or reviewing any records relating 
to such beneficial ownership interests.                                         

The Currency Warrant Cash Settlement Value on exercise of a Currency  
Warrant will be paid by the Currency Warrant Agent to the depositary. The       
depositary will be responsible for crediting the amount of such payments to the 
accounts of participants or indirect participants in accordance with its        
standard procedures. Each participant or indirect participant will be           
responsible for disbursing such payments to the beneficial owners of the        
Currency Warrants that it represents and to each brokerage firm for which it    
acts as agent. Each such brokerage firm will be responsible for disbursing funds
to the beneficial owners of the Currency Warrants that it represents.           

If the depositary is at any time unwilling or unable to continue as   
depositary and a successor depositary is not appointed by the Company within 90 
days, the Company will issue Currency Warrants in definitive form in exchange   
for the global Currency Warrant. In addition, the Company may at any time       
determine not to have the Currency Warrants represented by a global Currency    
Warrant and, in such event, will issue Currency Warrants in definitive form in  
exchange for the global Currency Warrant. In either instance, an owner of a     
beneficial interest in the global Currency Warrant will be entitled to have a   
number of Currency Warrants equivalent to such beneficial interest registered in
its name and will be entitled to physical delivery of such Currency Warrants in 
definitive form.                                                                

EXERCISE OF CURRENCY WARRANTS                                                   

   Except as may otherwise be provided in the Prospectus Supplement relating
thereto, each Currency Warrant will entitle the Owner to the Currency Warrant   
Cash Settlement Value of such Currency Warrant on the applicable Valuation Date,
in each case as such terms will further be defined in the applicable Prospectus 
Supplement. Procedures for exercise of the Currency Warrants will be set out in 
the applicable Prospectus Supplement.                                           

LISTING                                                                         

     Unless otherwise provided in the relevant Prospectus Supplement, each issue
of Currency Warrants will be listed on a national securities exchange as        
specified in the Prospectus Supplement, subject only to official notice of      
issuance, as a pre-condition to the sale of any such Currency Warrants. In the  
event that the Currency Warrants are delisted from, or permanently suspended    
from trading on, such exchange, and, at or prior to such delisting or           
suspension, the Currency Warrants shall not have been listed on another national
securities exchange, Currency Warrants not previously exercised will be deemed  
automatically exercised on the date such delisting or permanent trading         
suspension becomes effective. The Currency Warrant Cash Settlement Value to be  
paid in such event will be as set forth in the applicable Prospectus Supplement.
The Company will notify Owners of Currency Warrants as soon as practicable of   
such delisting or permanent trading suspension. The applicable Currency Warrant 
Agreement will contain a covenant of the Company not to seek delisting of the   
Currency Warrants from, or permanent suspension of their trading on, such       
exchange.                                                                       

MODIFICATION                                                                    

   The Currency Warrant Agreement and the terms of the Currency Warrants may
be amended by the Company and the Currency Warrant Agent, without the consent of
the Owners or the registered holder, for the purpose of curing any ambiguity, or
of curing, correcting or supplementing any defective or inconsistent provision  
contained therein, or in any other manner which the Company may deem necessary  
or desirable and which will not adversely affect the interests of the Owners.   

 The Company and the Currency Warrant Agent also may modify or amend the
Currency Warrant Agreement and the terms of the Currency Warrants, with the     
consent of the Owners of not less than a majority in number of the then         
outstanding unexercised Currency Warrants affected, provided that no such       
modification or amendment that decreases the Strike Rate in the case of a       
Currency Put Warrant, increases the Strike Rate in the case of a Currency Call  
Warrant, shortens the period of time during which the Currency Warrants may be  
exercised or otherwise materially and adversely affects the exercise rights of  
the Owners of the Currency Warrants or reduces the number of outstanding        
Currency                                                                        

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Warrants, the consent of whose Owners is required for modification or amendment 
of the Currency Warrant Agreement or the Currency Warrant Certificate, may be   
made without the consent of the Owners affected thereby.                        

MERGER, CONSOLIDATION, SALE OR OTHER DISPOSITIONS                               

If at any time there shall be a merger, consolidation, sale, transfer,
conveyance or other disposition of substantially all of the assets of the       
Company, then in such event the successor or assuming corporation shall succeed 
to and be substituted for the Company, with the same effect as if it had been   
named in the Currency Warrant Agreement and in the Currency Warrant Certificate 
as the Company. The Company shall thereupon be relieved of any further          
obligation under the Currency Warrant Agreement or under the Currency Warrant   
Certificate, and, in the event of any such merger, consolidation, sale,         
transfer, conveyance or other disposition, the Company as the predecessor       
corporation may thereupon or at any time thereafter be dissolved, wound up or   
liquidated.                                                                     

ENFORCEABILITY OF RIGHT; GOVERNING LAW                                          

  The Currency Warrant Agent will act solely as an agent of the Company in
connection with the issuance and exercise of Currency Warrants and will not     
assume any obligation or relationship of agency or trust for or with any owner  
of a beneficial interest in Currency Warrants or with the registered holder     
thereof. The Currency Warrant Agent shall have no duty or responsibility in case
of default by the Company in the performance of its obligations under the       
Currency Warrant Agreement or Currency Warrant Certificate including, without   
limitation, any duty or responsibility to initiate any proceedings at law or    
otherwise or to make any demand upon the Company. Owners may, without the       
consent of the Currency Warrant Agent, enforce by appropriate legal action, on  
their own behalf, their rights to exercise, and to receive payment for, their   
Currency Warrants. Except as may otherwise be provided in the Prospectus        
Supplement relating thereto, each issue of Currency Warrants and the applicable 
Currency Warrant Agreement will be governed by and construed in accordance with 
the law of the State of New York.                                               

FEDERAL INCOME TAX CONSIDERATIONS                                               

A summary of the material U.S. federal income tax consequences to U.S.
persons investing in the Currency Warrants will be set forth in the applicable  
Prospectus Supplement.                                                          

RISK FACTORS RELATING TO THE CURRENCY WARRANTS                                  

  The Currency Warrants may entail significant risks. These risks include,
without limitation, the possibility of significant fluctuations in the foreign  
currency markets, the imposition or modification of foreign exchange controls,  
possible illiquidity in the secondary market and the risk that the Currency     
Warrants will expire worthless. These risks will vary depending on the          
particular terms of the Currency Warrants and will be more fully described in   
the applicable Prospectus Supplement.                                           

DESCRIPTION OF STOCK-INDEX WARRANTS 

The Company may issue, together with Debt Securities, Debt Warrants,  
Currency Warrants or Government Securities Warrants, or separately, Stock-Index 
Warrants (a) in the form of Stock-Index Put Warrants, entitling the Owners      
thereof to receive from the Company the Stock-Index Cash Settlement Value (as   
described in the applicable Prospectus Supplement) in cash in U.S. dollars,     
which amount will be determined by reference to the amount, if any, by which a  
predetermined level or range of levels of the Stock Index (the 'Strike Index')  
exceeds the then-current level of the Stock Index (the 'Spot Index') at the     
close of business on the relevant exchange or exchanges, and (b) in the form of 
Stock-Index Call Warrants, entitling the Owners thereof to receive from the     
Company the Stock-Index Cash Settlement Value in cash in U.S. dollars, which    
amount will be determined by reference to the amount, if any, by which the Spot 
Index at the time of exercise exceeds the Strike Index. The Prospectus          
Supplement for an issue of Stock-Index Warrants will set forth the formula      
pursuant to which the Stock-                                                    

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Index Cash Settlement Value will be determined. If so specified in the          
applicable Prospectus Supplement, in certain circumstances the Stock-Index Cash 
Settlement Value may, at the option of the Company, be determined on a different
basis than under normal exercise of a Stock-Index Warrant. Unless otherwise     
indicated in the applicable Prospectus Supplement, a Stock-Index Warrant will be
settled only in cash in U.S. dollars. Accordingly, a Stock-Index Warrant will   
not require or entitle an Owner to sell, deliver, purchase or take delivery of  
any shares of any underlying stock or any other securities. The Owners will not 
be entitled to any of the rights of the holders of any underlying stock.        

The Stock-Index Warrants are to be issued under stock-index warrant   
agreements (each a 'Stock-Index Warrant Agreement') to be entered into between  
the Company and one or more banks or trust companies, as stock index warrant    
agents (each a 'Stock-Index Warrant Agent'), all as shall be set forth in the   
Prospectus Supplement relating to the Stock-Index Warrants. A form of           
Stock-Index Warrant Agreement, including a form of global stock-index warrant   
certificate (a 'Stock-Index Warrant Certificate'), is filed as an exhibit to the
Registration Statement. The following description of the Stock-Index Warrant    
Agreement and the Stock-Index Warrant Certificate and summaries of certain      
provisions of the Stock-Index Warrant Agreement and the Stock-Index Warrant     
Certificate do not purport to be complete and are subject to, and are qualified 
in their entirety by reference to, all of the provisions of the applicable      
Stock-Index Warrant Agreement and Stock-Index Warrant Certificate, including the
definitions therein of certain terms not otherwise defined in this Prospectus.  
Wherever particular terms defined in the Stock-Index Warrant Agreement are      
referred to, such defined terms are incorporated herein by reference.           

    The particular terms of each issue of Stock-Index Warrants, as well as any
modifications or additions to the general terms of the Stock-Index Warrant      
Agreement or Stock-Index Warrant Certificate that may be applicable in the case 
of such Stock-Index Warrants, will be described in the Prospectus Supplement    
relating to such Stock-Index Warrants. Accordingly, for a description of the    
terms of a particular issue of Stock-Index Warrants, reference must be made both
to the Prospectus Supplement relating thereto and to the following description. 

GENERAL                                                                         

The Prospectus Supplement will describe the terms of any Stock-Index  
Warrants offered thereby, the Stock-Index Warrant Agreement relating to such    
Stock-Index Warrants and the Stock-Index Warrant Certificate representing such  
Stock-Index Warrants, including the following: (a) the aggregate amount of such 
Stock-Index Warrants; (b) the initial offering price of such Stock-Index        
Warrants; (c) the Stock Index for such Stock-Index Warrants, which may be based 
on one or more U.S. or foreign stocks or a combination thereof and may be a     
preexisting U.S. or foreign stock index compiled and published by a third party 
or an index based on one or more underlying stock or stocks selected by the     
Company solely in connection with the issuance of such Stock-Index Warrants, and
certain information regarding such Stock Index and the underlying stock or      
stocks; (d) whether such Stock-Index Warrants are Stock-Index Put Warrants or   
Stock-Index Call Warrants; (e) the date on which the right to exercise such     
Stock-Index Warrants commences and the date on which such right expires; (f) the
manner in which such Stock-Index Warrants may be exercised; (g) the             
circumstances that will cause the Stock-Index Warrants to be deemed to be       
automatically exercised; (h) the minimum number, if any, of such Stock-Index    
Warrants that are exercisable at any one time; (i) the maximum number, if any,  
of such Stock-Index Warrants that may, subject to the Company's election, be    
exercised by all Owners (or by any person or entity) on any day; (j) any        
provision permitting an Owner to condition an exercise notice on the absence of 
certain specified changes in the Spot Index after the exercise date; (k) any    
provisions permitting the Company to cancel such Stock-Index Warrants upon the  
occurrence of certain events; (l) the method of determining the amount payable  
in connection with the exercise or cancelation of such Stock-Index Warrants; (m)
the method of providing a substitute index or otherwise determining the amount  
payable in connection with the exercise of such Stock-Index Warrants if the     
Stock Index changes or ceases to be made available by its publisher; and (n) any
other terms of the Stock-Index Warrants.                                        

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BOOK-ENTRY PROCEDURES AND SETTLEMENT                                            

   Except as may otherwise be provided in the Prospectus Supplement relating
thereto, each issue of Stock-Index Warrants will be issued in book-entry form   
and represented by a single global Stock-Index Warrant Certificate, registered  
in the name of a depositary or its nominee. The depositary, or its nominee, will
be considered the owner or holder of the Stock-Index Warrants for all purposes  
under the Stock-Index Warrant Agreement. Owners of beneficial interests in the  
global Stock-Index Warrant Certificate will generally not be entitled to receive
physical delivery of definitive certificates representing Stock-Index Warrants. 
A beneficial owner's ownership of a Stock-Index Warrant will be recorded on or  
through the records of the brokerage firm or other entity that maintains such   
beneficial owner's account. In turn, the total number of Stock-Index Warrants   
held by an individual brokerage firm for its clients will be maintained on the  
records of the depositary in the name of such brokerage firm or its agent.      
Therefore, a beneficial owner of Stock-Index Warrants must rely upon the        
foregoing procedures to evidence such beneficial owner's ownership of a         
Stock-Index Warrant. Transfer of beneficial ownership of any Stock-Index Warrant
will be effected only through the selling beneficial owner's brokerage firm.    
Neither the Company nor the Stock-Index Warrant Agent will have any             
responsibility or liability for any aspect of the records relating to or payment
made on account of beneficial ownership interests in global Stock-Index Warrant 
Certificates, or for maintaining, supervising or reviewing any records relating 
to such beneficial ownership interests.                                         

The Stock-Index Cash Settlement Value will be paid by the Stock-Index 
Warrant Agent to the depositary. The depositary will be responsible for         
crediting the amount of such payments to the accounts of participants or        
indirect participants in accordance with its standard procedures. Each          
participant or indirect participant will be responsible for disbursing such     
payments to the beneficial owners of the Stock-Index Warrants that it represents
and to each brokerage firm for which it acts as agent. Each such brokerage firm 
will be responsible for disbursing funds to the beneficial owners of the        
Stock-Index Warrants that it represents.                                        

If the depositary is at any time unwilling or unable to continue as   
depositary and a successor depositary is not appointed by the Company within 90 
days, the Company will issue Stock-Index Warrants in definitive form in exchange
for the global Stock-Index Warrant. In addition, the Company may at any time    
determine not to have the Stock-Index Warrants represented by a global          
Stock-Index Warrant and, in such event, will issue Stock-Index Warrants in      
definitive form in exchange for the global Stock-Index Warrant. In either       
instance, an owner of a beneficial interest in the global Stock-Index Warrant   
will be entitled to have a number of Stock-Index Warrants equivalent to such    
beneficial interest registered in its name and will be entitled to physical     
delivery of such Stock-Index Warrants in definitive form.                       

EXERCISE OF STOCK-INDEX WARRANTS                                                

   Except as may otherwise be provided in the Prospectus Supplement relating
thereto, each Stock-Index Warrant will entitle the Owner thereof to the         
Stock-Index Cash Settlement Value of such Stock-Index Warrant on the applicable 
Valuation Date, in each case as such terms will further be defined in the       
Prospectus Supplement relating thereto. Procedures for exercise of the          
Stock-Index Warrants will be set out in the applicable Prospectus Supplement.   

LISTING                                                                         

 Unless otherwise provided in the applicable Prospectus Supplement, each
issue of Stock-Index Warrants will be listed on a national securities exchange, 
as specified in the Prospectus Supplement, subject only to official notice of   
issuance, as a pre-condition to the sale of any such Stock-Index Warrants. In   
the event that the Stock-Index Warrants are delisted from, or permanently       
suspended from trading on, such exchange, and, at or prior to such delisting or 
suspension, the Stock-Index Warrants shall not have been listed on another      
national securities exchange, Stock-Index Warrants not previously exercised will
be deemed automatically exercised on the date such delisting or permanent       
trading suspension becomes effective. The Stock-Index Warrant Cash Settlement   
Value to be paid in such event will be as set forth in the applicable Prospectus
Supplement. The Company will notify Owners of Stock-                            

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Index Warrants as soon as practicable of such delisting or permanent trading    
suspension. The applicable Stock-Index Warrant Agreement will contain a covenant
of the Company not to seek delisting of the Stock-Index Warrants from, or       
permanent suspension of their trading on, such exchange.                        

MODIFICATION                                                                    

     The Stock-Index Warrant Agreement and the terms of the Stock-Index Warrants
may be amended by the Company and the Stock-Index Warrant Agent, without the    
consent of the Owners or the registered holder, for the purpose of curing any   
ambiguity, or of curing, correcting or supplementing any defective or           
inconsistent provision contained therein, or in any other manner which the      
Company may deem necessary or desirable and which will not adversely affect the 
interests of the Owners.                                                        

    The Company and the Stock-Index Warrant Agent also may modify or amend the
Stock-Index Warrant Agreement and the terms of the Stock-Index Warrants, with   
the consent of the Owners of not less than a majority in number of the then     
outstanding unexercised Stock-Index Warrants affected, provided that no such    
modification or amendment that decreases the Strike Index in the case of a      
Stock-Index Put Warrant, increases the Strike Index in the case of a Stock-Index
Call Warrant, shortens the period of time during which the Stock-Index Warrants 
may be exercised or otherwise materially and adversely affects the exercise     
rights of the Owners of the Stock-Index Warrants or reduces the number of       
outstanding Stock-Index Warrants, the consent of whose Owners is required for   
modification or amendment of the Stock-Index Warrant Agreement or the           
Stock-Index Certificate, may be made without the consent of the Owners affected 
thereby.                                                                        

MERGER, CONSOLIDATION, SALE OR OTHER DISPOSITIONS                               

If at any time there shall be a merger, consolidation, sale, transfer,
conveyance or other disposition of substantially all of the assets of the       
Company, then in such event the successor or assuming corporation shall succeed 
to and be substituted for the Company, with the same effect as if it had been   
named in the Stock-Index Warrant Agreement and in the Stock-Index Warrant       
Certificate as the Company. The Company shall thereupon be relieved of any      
further obligation under the Stock-Index Warrant Agreement or under the         
Stock-Index Warrant Certificate, and, in the event of any such merger,          
consolidation, sale, transfer, conveyance or other disposition, the Company as  
the predecessor corporation may thereupon or at any time thereafter be          
dissolved, wound up or liquidated.                                              

ENFORCEABILITY OF RIGHTS; GOVERNING LAW                                         

     The Stock-Index Warrant Agent will act solely as an agent of the Company in
connection with the issuance and exercise of Stock-Index Warrants and will not  
assume any obligation or relationship of agency or trust for or with any owner  
of a beneficial interest in Stock-Index Warrants or with the registered holder  
thereof. The Stock-Index Warrant Agent shall have no duty or responsibility in  
case of default by the Company in the performance of its obligations under the  
Stock-Index Warrant Agreement or Stock-Index Warrant Certificate including,     
without limitation, any duty or responsibility, to initiate any proceedings at  
law or otherwise or to make any demand upon the Company. Owners may without the 
consent of the Stock-Index Warrant Agent enforce by appropriate legal action, on
their own behalf, their rights to exercise, and to receive payment for, their   
Stock-Index Warrants. Except as may otherwise be provided in the Prospectus     
Supplement relating thereto, each issue of Stock-Index Warrants and the         
applicable Stock-Index Warrant Agreement will be governed by and construed in   
accordance with the law of the State of New York.                               

FEDERAL INCOME TAX CONSIDERATIONS                                               

A summary of the material U.S. federal income tax consequences to U.S.
persons investing in the Stock-Index Warrants will be set forth in the          
applicable Prospectus Supplement.                                               

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RISK FACTORS RELATING TO THE STOCK-INDEX WARRANTS                               

     The Stock-Index Warrants may entail significant risks. These risks include,
without limitation, the possibility of significant fluctuations in the          
applicable Stock Index, possible illiquidity in the secondary market and the    
risk that the Stock-Index Warrants will expire worthless. These risks will vary 
depending on the particular terms of the Stock-Index Warrants and will be more  
fully described in the applicable Prospectus Supplement.                        

DESCRIPTION OF GOVERNMENT SECURITIES WARRANTS 

The Company may issue, together with Debt Securities, Debt Warrants,  
Currency Warrants or Stock-Index Warrants, or separately, Government Securities 
Warrants (a) in the form of Government Securities Put Warrants, entitling the   
Owners thereof to receive from the Company the Government Securities Cash       
Settlement Value (as described in the applicable Prospectus Supplement) in cash 
in U.S. dollars, which amount will be determined by reference to the amount, if 
any, by which a predetermined yield or price of the Debt Instrument or a        
predetermined level of the Debt Index (the 'Strike Amount') exceeds the         
then-current yield, closing price or closing level of the Debt Instrument or    
Debt Index, as the case may be (the 'Spot Amount'), at the close of business on 
the relevant market or markets or as otherwise determined, as set forth in the  
Prospectus Supplement, and (b) in the form of Government Securities Call        
Warrants, entitling the Owners thereof to receive from the Company the          
Government Securities Cash Settlement Value in cash in U.S. dollars, which      
amount will be determined by reference to the amount, if any, by which the Spot 
Amount at the time of exercise exceeds the Strike Amount. The Prospectus        
Supplement for an issue of Government Securities Warrants will set forth the    
formula pursuant to which the Government Securities Cash Settlement Value will  
be determined. If so specified in the Prospectus Supplement, in certain         
circumstances the Government Securities Cash Settlement Value may, at the option
of the Company, be determined on a different basis than under normal exercise of
a Government Securities Warrant. Unless otherwise indicated in the applicable   
Prospectus Supplement, a Government Securities Warrant will be settled only in  
cash in U.S. dollars. Accordingly, a Government Securities Warrant will not     
require or entitle an Owner to sell, deliver, purchase or take delivery of any  
Debt Instrument or any instruments to which a Debt Index is related or any other
securities. The Owners will not be entitled to any of the rights of the holders 
of any Debt Instrument or instruments to which a Debt Index is related.         

The Government Securities Warrants are to be issued under government  
securities warrant agreements (each a 'Government Securities Warrant Agreement')
to be entered into between the Company and one or more banks or trust companies,
as government securities warrant agents (each a 'Government Securities Warrant  
Agent'), all as shall be set forth in the Prospectus Supplement relating to the 
Government Securities Warrants. A form of global Government Securities Warrant  
Agreement, including a form of government securities warrant certificate (a     
'Government Securities Warrant Certificate'), is filed as an exhibit to the     
Registration Statement. The following description of the Government Securities  
Warrant Agreement and the Government Securities Warrant Certificate and         
summaries of certain provisions of the Government Securities Warrant Agreement  
and the Government Securities Warrant Certificate do not purport to be complete 
and are subject to, and are qualified in their entirety by reference to, all of 
the provisions of the applicable Government Securities Warrant Agreement and    
Government Securities Warrant Certificate, including the definitions therein of 
certain terms not otherwise defined in this Prospectus. Wherever particular     
terms defined in the Government Securities Warrant Agreement are referred to,   
such defined terms are incorporated herein by reference.                        

  The particular terms of each issue of Government Securities Warrants, as
well as any modifications or additions to the general terms of the Government   
Securities Warrant Agreement or Government Securities Warrant Certificate that  
may be applicable in the case of such Government Securities Warrants, will be   
described in the Prospectus Supplement relating to such Government Securities   
Warrants. Accordingly, for a description of the terms of a particular issue of  
Government Securities Warrants, reference must be made both to the Prospectus   
Supplement relating thereto and to the following description.                   

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GENERAL                                                                         

The applicable Prospectus Supplement will describe the terms of any   
Government Securities Warrants offered thereby, the Government Securities       
Warrant Agreement relating to such Government Securities Warrants and the       
Government Securities Warrant Certificate representing such Government          
Securities Warrants, including the following: (a) the aggregate amount of such  
Government Securities Warrants; (b) the initial offering price of such          
Government Securities Warrants; (c) the Debt Instrument for such Government     
Securities Warrants, which may be one or more debt instruments issued by the    
United States government, or the Debt Index for such Government Securities      
Warrants, which may be an index related to such instruments, and certain        
information regarding such Debt Instrument or Debt Index; (d) whether such      
Government Securities Warrants are Government Securities Put Warrants or        
Government Securities Call Warrants; (e) the date on which the right to exercise
such Government Securities Warrants commences and the date on which such right  
expires; (f) the manner in which such Government Securities Warrants may be     
exercised; (g) the circumstances that will cause the Government Securities      
Warrants to be deemed to be automatically exercised; (h) the minimum number, if 
any, of such Government Securities Warrants that are exercisable at any one     
time; (i) the maximum number, if any, of such Government Securities Warrants    
that may, subject to the Company's election, be exercised by all Owners (or by  
any person or entity) on any day; (j) any provision permitting an Owner to      
condition an exercise notice on the absence of certain specified changes in the 
Spot Amount after the exercise date; (k) any provisions permitting the Company  
to cancel such Government Securities Warrants upon the occurrence of certain    
events; (l) the method of determining the amount payable in connection with the 
exercise or cancelation of such Government Securities Warrants; (m) the method  
of providing a substitute index or otherwise determining the amount payable in  
connection with the exercise of Government Securities Warrants related to a Debt
Index if the Debt Index changes or ceases to be made available by its publisher;
and (n) any other terms of the Government Securities Warrants.                  

BOOK-ENTRY PROCEDURES AND SETTLEMENT                                            

   Except as may otherwise be provided in the Prospectus Supplement relating
thereto, each issue of Government Securities Warrants will be issued in         
book-entry form and represented by a single global Government Securities Warrant
Certificate, registered in the name of a depositary or its nominee. The         
depositary, or its nominee, will be considered the owner or holder of the       
Government Securities Warrants for all purposes under the Government Securities 
Warrant Agreement. Owners of beneficial interests in the global Government      
Securities Warrant Certificate will generally not be entitled to receive        
physical delivery of definitive certificates representing Government Securities 
Warrants. A beneficial owner's ownership of a Government Securities Warrant will
be recorded on or through the records of the brokerage firm or other entity that
maintains such beneficial owner's account. In turn, the total number of         
Government Securities Warrants held by an individual brokerage firm for its     
clients will be maintained on the records of the depositary in the name of such 
brokerage firm or its agent. Therefore, a beneficial owner of Government        
Securities Warrants must rely upon the foregoing procedures to evidence such    
beneficial owner's ownership of a Government Securities Warrant. Transfer of    
beneficial ownership of any Government Securities Warrant will be effected only 
through the selling beneficial owner's brokerage firm. Neither the Company nor  
the Government Securities Warrant Agent will have any responsibility or         
liability for any aspect of the records relating to or payment made on account  
of beneficial ownership interests in global Government Securities Warrant       
Certificates, or for maintaining, supervising or reviewing any records relating 
to such beneficial ownership interests.                                         

The Government Securities Cash Settlement Value will be paid by the   
Government Securities Warrant Agent to the depositary. The depositary will be   
responsible for crediting the amount of such payments, to the accounts of       
participants or indirect participants in accordance with its standard           
procedures. Each participant or indirect participant will be responsible for    
disbursing such payments to the beneficial owners of the Government Securities  
Warrants that it represents and to each brokerage firm for which it acts as     
agent. Each such brokerage firm will be responsible for disbursing funds to the 
beneficial owners of the Government Securities Warrants that it represents.     

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If the depositary is at any time unwilling or unable to continue as   
depositary and a successor depositary is not appointed by the Company within 90 
days, the Company will issue Government Securities Warrants in definitive form  
in exchange for the global Government Securities Warrant. In addition, the      
Company may at any time determine not to have the Government Securities Warrants
represented by a global Government Securities Warrant Certificate and, in such  
event, will issue Government Securities Warrant Certificates in definitive form 
in exchange for the global Government Securities Warrant Certificate. In either 
instance, an owner of a beneficial interest in the global Government Securities 
Warrant Certificate will be entitled to have a number of Government Securities  
Warrant Certificates equivalent to such beneficial interest registered in its   
name and will be entitled to physical delivery of such Government Securities    
Warrant Certificates in definitive form.                                        

EXERCISE OF GOVERNMENT SECURITIES WARRANTS                                      

   Except as may otherwise be provided in the Prospectus Supplement relating
thereto, each Government Securities Warrant will entitle the Owner to the       
Government Securities Cash Settlement Value of such Government Securities       
Warrant on the applicable Valuation Date, in each case as such terms will       
further be defined in the Prospectus Supplement relating thereto. Procedures for
exercise of the Government Securities Warrants will be set out in the applicable
Prospectus Supplement.                                                          

LISTING                                                                         

 Unless otherwise provided in the applicable Prospectus Supplement, each
issue of Government Securities Warrants will be listed on a national securities 
exchange, as specified in the Prospectus Supplement, subject only to official   
notice of issuance, as a precondition to the sale of any such Government        
Securities Warrants. In the event that the Government Securities Warrants are   
delisted from, or permanently suspended from trading on, such exchange, and, at 
or prior to such delisting or suspension, the Government Securities Warrants    
shall not have been listed on another national securities exchange, Government  
Securities Warrants not previously exercised will be deemed automatically       
exercised on the date such delisting or permanent trading suspension becomes    
effective. The Government Securities Cash Settlement Value to be paid in such   
event will be as set forth in the applicable Prospectus Supplement. The Company 
will notify Owners of Government Securities Warrants as soon as practicable of  
such delisting or permanent trading suspension. The applicable Government       
Securities Warrant Agreement will contain a covenant of the Company not to seek 
delisting of the Government Securities Warrants from, or permanent suspension of
their trading on, such exchange.                                                

MODIFICATION                                                                    

     The Government Securities Warrant Agreement and the terms of the Government
Securities Warrants may be amended by the Company and the Government Securities 
Warrant Agent, without the consent of the Owners or the registered holder, for  
the purpose of curing any ambiguity, or of curing, correcting or supplementing  
any defective or inconsistent provision contained therein, or in any other      
manner that the Company may deem necessary or desirable and which will not      
adversely affect the interests of the Owners.                                   

    The Company and the Government Securities Warrant Agent also may modify or
amend the Government Securities Warrant Agreement and the terms of the          
Government Securities Warrants, with the consent of the Owners of not less than 
a majority in number of the then outstanding unexercised Government Securities  
Warrants affected, provided that no such modification or amendment that         
decreases the Strike Amount in the case of a Government Securities Put Warrant, 
increases the Strike Amount in the case of a Government Securities Call Warrant,
shortens the period of time during which the Government Securities Warrants may 
be exercised or otherwise materially and adversely affects the exercise rights  
of the Owners of the Government Securities Warrants or reduces the number of    
outstanding Government Securities Warrants, the consent of whose Owners is      
required for modification or amendment of the Government Securities Warrant     
Agreement or Government Securities Warrant Certificate, may be made without the 
consent of the Owners affected thereby.                                         

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MERGER, CONSOLIDATION, SALE OR OTHER DISPOSITIONS                               

If at any time there shall be a merger, consolidation, sale, transfer,
conveyance or other disposition of substantially all of the assets of the       
Company, then in such event the successor or assuming corporation shall succeed 
to and be substituted for the Company, with the same effect as if it had been   
named in the Government Securities Warrant Agreement and in the Government      
Securities Warrant Certificate as the Company. The Company shall thereupon be   
relieved of any further obligation under the Government Securities Warrant      
Agreement or under the Government Securities Warrant Certificate, and, in the   
event of any such merger, consolidation, sale, transfer, conveyance or other    
disposition, the Company as the predecessor corporation may thereupon or at any 
time thereafter be dissolved, wound up or liquidated.                           

ENFORCEABILITY OF RIGHTS; GOVERNING LAW                                         

    The Government Securities Warrant Agent will act solely as an agent of the
Company in connection with the issuance and exercise of Government Securities   
Warrants and will not assume any obligation or relationship of agency or trust  
for or with any owner of a beneficial interest in Government Securities Warrants
or with the registered holder thereof. The Government Securities Warrant Agent  
shall have no duty or responsibility in case of default by the Company in the   
performance of its obligations under the Government Securities Warrant Agreement
or Government Securities Warrant Certificate including, without limitation, any 
duty or responsibility to initiate any proceedings at law or otherwise or to    
make any demand upon the Company. Owners may, without the consent of the        
Government Securities Warrant Agent, enforce by appropriate legal action, on    
their own behalf, their rights to exercise, and to receive payment for, their   
Government Securities Warrants. Except as may otherwise be provided in the      
Prospectus Supplement relating thereto, each issue of Government Securities     
Warrants and the applicable Government Securities Warrant Agreement will be     
governed by and construed in accordance with the law of the State of New York.  

FEDERAL INCOME TAX CONSIDERATIONS                                               

A summary of the material U.S. federal income tax consequences to U.S.
persons investing in the Government Securities Warrants will be set forth in the
applicable Prospectus Supplement.                                               

RISK FACTORS RELATING TO THE GOVERNMENT SECURITIES WARRANTS                     

The Government Securities Warrants may entail significant risks. These
risks include, without limitation, the possibility of significant fluctuations  
in the yield or price of the Debt Instrument or the level of the Debt Index,    
risks relating to the level of interest rates, general risks applicable to the  
market or markets on which the Debt Instrument, or any instruments to which the 
Debt Index is related, is traded, possible illiquidity in the secondary market  
and the risk that the Government Securities Warrants will expire worthless.     
These risks will vary depending on the particular terms of the Government       
Securities Warrants and will be more fully described in the applicable          
Prospectus Supplement.                                                          

PLAN OF DISTRIBUTION

    The Company may sell the Securities being offered hereby in or outside the
United States through underwriters or dealers, directly to one or more          
purchasers or through agents. The Prospectus Supplement with respect to the     
Securities will set forth the terms of the offering of the Securities, which    
will include the name or names of any underwriters, dealers or agents, the      
purchase price of the Securities and the net proceeds to the Company from such  
sale, any delayed delivery arrangements, any underwriting discounts or other    
items constituting underwriters' compensation, any discounts or concessions     
allowed or re-allowed or paid to dealers and any securities exchanges on which  
the Securities may be listed.                                                   

    If underwriters are used in the sale of the Securities in respect of which
this Prospectus is delivered, such Securities will be acquired by underwriters  
for their own account and may be resold from time to                            

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time in one or more transactions, including negotiated transactions, at a fixed 
public offering price or at varying prices determined at the time of sale. The  
Securities may be offered to the public either through underwriting syndicates  
represented by managing underwriters or directly by one or more firms acting as 
underwriters, as designated. Unless otherwise set forth in the Prospectus       
Supplement relating thereto, the obligations of the underwriters or agents to   
purchase the Securities will be subject to certain conditions precedent and the 
underwriters will be obligated to purchase all the Securities if any are        
purchased. Any initial public offering price and any discounts or concessions   
allowed or re-allowed or paid to dealers may be changed from time to time.      

   If dealers are utilized in the sale of any Securities in respect of which
this Prospectus is delivered, the Company will sell such Securities to the      
dealers, as principals. The dealers may then resell such Securities to the      
public at varying prices to be determined by such dealers at the time of resale.
The name of the dealers and the terms of the transaction will be set forth in   
the Prospectus Supplement relating thereto.                                     

     Securities may be sold directly by the Company or through agents designated
by the Company from time to time at a fixed price or prices, which may be       
changed, or at varying prices determined at the time of sale. Any agent involved
in the offer or sale of the Securities with respect to which this Prospectus is 
delivered will be named and any commissions payable by the Company to such agent
will be set forth in the Prospectus Supplement relating thereto. Unless         
otherwise indicated in the Prospectus Supplement, any such agent will be acting 
on a best efforts basis for the period of its appointment.                      

   Securities may be sold directly by the Company to institutional investors
or others, who may be deemed to be underwriters within the meaning of the       
Securities Act with respect to any resale thereof. The terms of any such sales  
will be described in the applicable Prospectus Supplement.                      

   In connection with the sale of the Securities, underwriters or agents may
receive compensation from the Company or from purchasers of Securities for whom 
they may act as agents in the form of discounts, concessions or commissions.    
Underwriters, agents and dealers participating in the distribution of the       
Securities may be deemed to be underwriters, and any discounts or commissions   
received by them from the Company and any profit on the resale of the Securities
by them may be deemed to be underwriting discounts or commissions under the     
Securities Act.                                                                 

   If so indicated in the applicable Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by certain types of 
institutions to purchase Securities from the Company at the public offering     
price set forth in the Prospectus Supplement pursuant to delayed delivery       
contracts providing for payment and delivery on a specified date in the future. 
Such contracts will be subject only to those conditions set forth in the        
Prospectus Supplement, and the Prospectus Supplement will set forth the         
commission payable for solicitation of such contracts.                          

   Agents, dealers and underwriters may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil   
liabilities, including liabilities under the Securities Act, or to contribution 
with respect to payments which such agents, dealers or underwriters may be      
required to make with respect thereto. Agents, dealers and underwriters may be  
customers of, engage in transactions with or perform services for the Company in
the ordinary course of business.                                                

LEGAL OPINIONS

   The validity of the Securities offered hereby will be passed upon for the
Company by Cravath, Swaine & Moore, 825 Eighth Avenue, New York, New York 10019,
and for any agents or underwriters by White & Case, 1155 Avenue of the Americas,
New York, New York 10036. From time to time White & Case provides legal services
to the Company.                                                                 

EXPERTS 

  The consolidated financial statements incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the fiscal year ended 
December 31, 1995, have been so incorporated in reliance upon the reports set   
forth therein of Price Waterhouse LLP, independent accountants, given on the    
authority of said firm as experts in accounting and auditing.                   

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_____________________________                      _____________________________

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY  
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED IN THIS PROSPECTUS   
SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS AND, IF GIVEN OR MADE, SUCH           
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN           
AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT   
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES 
OTHER THAN THOSE TO WHICH IT RELATES, OR AN OFFER OR SOLICITATION WITH RESPECT  
TO THOSE SECURITIES TO WHICH IT RELATES TO ANY PERSONS IN ANY JURISDICTION WHERE
SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS   
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE  
INFORMATION CONTAINED OR INCORPORATED HEREIN AT ITS DATE IS CORRECT AS OF ANY   
TIME SUBSEQUENT TO ITS DATE.                                                    

------------------
TABLE OF CONTENTS 

                                                                [Download Table]

                                                  PAGE
                                                  ----
                                                      
             PROSPECTUS SUPPLEMENT                    
Available Information..........................    S-2
Note Regarding Forward-Looking Statements......    S-2
Ratio of Earnings to Fixed Charges.............    S-4
Use of Proceeds................................    S-4
Description of Notes...........................    S-5
Underwriting...................................    S-5
Legal Matters..................................    S-6
Experts........................................    S-6

                  PROSPECTUS                          
Available Information..........................      2
Incorporation of Certain Documents by                 
  Reference....................................      2
The Company....................................      3
Use of Proceeds................................      3
Ratio of Earnings to Fixed Charges.............      3
Description of Debt Securities.................      3
Description of Debt Warrants...................     10
Description of Currency Warrants...............     12
Description of Stock-Index Warrants............     15
Description of Government Securities                  
  Warrants.....................................     19
Plan of Distribution...........................     22
Legal Opinions.................................     23
Experts........................................     23

WARNER-LAMBERT
COMPANY 

$250,000,000
5 3/4% NOTES DUE 2003 

BEAR, STEARNS & CO. INC.
CHASE SECURITIES INC. 
GOLDMAN, SACHS & CO.

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

$250,000,000
6% NOTES DUE 2008 

BEAR, STEARNS & CO. INC.
GOLDMAN, SACHS & CO.
J.P. MORGAN & CO. 

------------------------------------------- 
PROSPECTUS SUPPLEMENT 
AND PROSPECTUS
------------------------------------------- 

JANUARY 15, 1998

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B2’ Filing		Date		First		Last			Other Filings
		1/15/08		1		5
		1/15/03		1		5
		9/1/98		4
		7/15/98		1		5
		1/21/98		1		5
Filed on:		1/16/98
		1/15/98		1		31
		9/30/97		4					10-Q
		12/31/96		6					10-K,  11-K
		6/7/96		1		7
		4/23/96		8					8-K,  DEF 14A
		3/31/96		8		9			10-Q
		1/23/96		8					8-K
		12/31/95		8		29			10-K,  11-K
		12/31/94		9					10-K,  11-K
		12/31/93		9					10-K,  11-K
		12/31/92		9
									List all Filings