Warner Lambert Co · 10-K · For 12/31/95

Filed On 3/21/96   ·   SEC File 1-03608   ·   Accession Number 950117-96-232

Annual Report   ·   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Warner-Lambert 10-K                                   27    154K 
 2: EX-10       Exhibit 10(F)                                         18     59K 
 3: EX-12       Statement re: Computation of Ratios                    1      9K 
 4: EX-13       Annual or Quarterly Report to Security Holders        36±   158K 
 5: EX-21       Subsidiaries of the Registrant                         4     27K 
 6: EX-23       Consent of Experts or Counsel                          1      6K 
 7: EX-27       Financial Data Schedule                                1      9K 

10-K   ·   Warner-Lambert 10-K
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K 

(MARK ONE)                                                                      

[x]         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF            
THE SECURITIES EXCHANGE ACT OF 1934   
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 
OR    
[ ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF         
THE SECURITIES EXCHANGE ACT OF 1934 
FOR THE TRANSITION PERIOD FROM             TO           

COMMISSION FILE NUMBER 1-3608 
------------------------
WARNER-LAMBERT COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------

                                                        · Enlarge/Download Table
                                                                                            
            DELAWARE                          201 TABOR ROAD                  22-1598912    
(STATE OR OTHER JURISDICTION OF      MORRIS PLAINS, NEW JERSEY 07950       (I.R.S. EMPLOYER 
 INCORPORATION OR ORGANIZATION)           (ADDRESS OF PRINCIPAL          IDENTIFICATION NO.)
                                 EXECUTIVE OFFICES, INCLUDING ZIP CODE)                     

201-540-2000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

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

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: 

                                                        · Enlarge/Download Table

                                                                             NAME OF EACH EXCHANGE ON            
                      TITLE OF EACH CLASS                                        WHICH REGISTERED                
---------------------------------------------------------------  ------------------------------------------------
                                                                                                                 
Common Stock (Par Value $1 Per Share)                            The New York Stock Exchange, Inc.               
                                                                 The Chicago Stock Exchange, Inc.                
                                                                 The Pacific Stock Exchange, Inc.                
Rights to Purchase Series A                                      The New York Stock Exchange, Inc.               
Participating Cumulative Preferred Stock                         The Chicago Stock Exchange, Inc.                
                                                                 The Pacific Stock Exchange, Inc.                

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: 
None. 

     Indicate  by check  mark whether the  registrant (1) has  filed all reports
required to be filed by  Section 13 or 15(d) of  the Securities Exchange Act  of
1934  during  the preceding  12  months (or  for  such shorter  period  that the
registrant was required to file such reports)  and (2) has been subject to  such
filing requirements for the past 90 days.  YES [x]  NO [ ].                     

     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge, in definitive  proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]                                                                  

     The  aggregate market value  of the voting stock  held by non-affiliates of
Warner-Lambert   Company   as   of   February   22,   1996   was   approximately
$13,797,180,851.                                                                

     The  number of  shares outstanding of  the registrant's Common  Stock as of
February 22, 1996  was 135,704,221  shares, Common  Stock, par  value $1.00  per
share.                                                                          

DOCUMENTS INCORPORATED BY REFERENCE 

     Portions  of the Warner-Lambert  Company Annual Report  to Shareholders for
1995 -- Part I, Part II and Part IV.                                            

     Portions of  the Proxy  Statement  for Annual  Meeting of  Stockholders  of
Warner-Lambert Company to be held April 23, 1996 -- Part III.                   

________________________________________________________________________________

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PART I

ITEM 1. BUSINESS.                                                               

     The  term  'Warner-Lambert'  or  the  'Company'  refers  to  Warner-Lambert
Company, a  Delaware  corporation organized  in  that  state in  1920,  and  its
consolidated  subsidiaries,  unless otherwise  indicated  or unless  the context
otherwise requires.                                                             

     Industry Segments and Geographic  Areas. Financial information by  industry
segment  and geographic area for  the years 1995, 1994  and 1993 is presented in
the Warner-Lambert 1995 Annual Report to Shareholders as set forth below.       

     The summary  of Warner-Lambert's  industry segments,  geographic areas  and
related  financial  information,  set  forth  in  Note  20  to  the consolidated
financial statements on  page 40 of  the Warner-Lambert 1995  Annual Report,  is
incorporated herein by reference.                                               

     All  product names appearing in capitalized  letters in this report on Form
10-K are  registered  trademarks  of  Warner-Lambert,  its  affiliates,  related
companies  or licensors. ZANTAC, ZANTAC 75, BECONASE, ZOVIRAX, SUDAFED, ACTIFED,
NEOSPORIN, POLYSPORIN, NIX,  BOROFAX and  EMPIRIN are  registered trademarks  of
Glaxo  Wellcome plc ('Glaxo Wellcome'), its  affiliates or related companies. As
discussed below,  Warner-Lambert  entered  into  separate  joint  ventures  with
Wellcome  plc  ('Wellcome')  and  Glaxo  Holdings  plc  ('Glaxo')  prior  to the
acquisition  by  Glaxo  of   Wellcome,  see  'Item   1.  Business  --   Business
Segments  -- Consumer Health Care  Products' below. Glaxo is  now known as Glaxo
Wellcome.                                                                       

BUSINESS SEGMENTS                                                               

     A detailed description of Warner-Lambert's industry segments is as follows:

Pharmaceutical Products                                                         

     The principal  products of  Warner-Lambert in  its Pharmaceutical  Products
segment are ethical pharmaceuticals, biologicals and capsules.                  

     Ethical Pharmaceuticals and Biologicals: Warner-Lambert manufactures and/or
sells, in the United States and/or internationally, an extensive line of ethical
pharmaceuticals  and  biologicals  under  trademarks  and  trade  names  such as
PARKE-DAVIS and GOEDECKE. Among these products are analgesics (PONSTAN, PONSTEL,
EASPRIN,  VALORON,  VALORON-N,  VEGANIN  and  VALTRAN),  anesthetics  (KETALAR),
anthelmintics  (VANQUIN),  anticonvulsants (DILANTIN,  ZARONTIN  and NEURONTIN),
anti-infectives (CHLOROMYCETIN, COLYMYCIN, DORYX, ERYC, MANDELAMINE and  OMNICEF
(cefdinir)),   antivaricosities  (HEPATHROMBIN),   anti-viral  agents  (VIRA-A),
bronchodilators (CHOLEDYL SA), cardiovascular products (NOVADRAL, DILZEM, PROCAN
SR, ACCUPRIL, ACCUZIDE, NITROSTAT and PIMENOL), cognition drugs for treatment of
mild-to-moderate   Alzheimer's   disease   (COGNEX),   dermatologics    (BEBEN),
prescription   hemorrhoidal   preparations   (ANUSOL   HC),   hemostatic  agents
(THROMBOSTAT), hormonal agents (PITRESSIN), influenza vaccines (FLUOGEN),  lipid
regulators   (LOPID),  oral  contraceptives   (LOESTRIN),  oxytocics  (PITOCIN),
psychotherapeutic products  (CETAL  RETARD,  DEMETRIN and  NARDIL)  and  urinary
analgesics (PYRIDIUM).                                                          

     Warner-Lambert  received its first marketing authorization in the world for
OMNICEF in the Philippines in July 1994 and began marketing the product in  that
country in January 1995. OMNICEF is a third generation cephalosporin.           

     PIMENOL  (Pirmenol Hydrochloride) was approved by the Ministry of Health in
Japan for the treatment of arrhythmias and was launched in the first quarter  of
1995 in co-promotion with Dainippon Pharmaceutical Co., Ltd.                    

     The   Company  plans  to  file  8   New  Drug  Applications  ('NDA's')  and
supplemental NDA's in 1996. These filings  include 3 new chemical entities,  all
of  which are in late  stage development and are  anticipated to be commercially
significant. They are atorvastatin, a lipid regulator, troglitazone, an  insulin
enhancing medication for Type II diabetes, and cefdinir, an anti-infective.     

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     Warner-Lambert's  pharmaceutical products  are promoted  for the  most part
directly to health care professionals  through personal solicitation of  doctors
and  other  professionals  by sales  representatives  with  scientific training,
direct mail  contact and  advertising in  professional journals.  They are  sold
either  directly  or  through  wholesalers  to  government  agencies,  chain and
independent retail pharmacies,  hospitals, clinics,  long-term care  facilities,
mail  order houses and  health maintenance organizations.  Sales to managed care
entities have become  an increasingly  large part  of Warner-Lambert's  domestic
pharmaceutical sales. The Company estimates that more than 50% of pharmaceutical
sales  in  the United  States during  1995  were made  to managed  care entities
(including  government  agencies  and  hospitals).  For  further  discussion  of
Warner-Lambert's ethical products, see 'Item 1. Business -- Regulation' below.  

     Capsules:  Warner-Lambert  is  the  leading  worldwide  producer  of  empty
hard-gelatin capsules used by pharmaceutical  companies for their production  of
encapsulated products. These capsules are used by Warner-Lambert or manufactured
by  Warner-Lambert according to the specifications  of each of its customers and
are sold  under such  trademarks  as CAPSUGEL,  CONI-SNAP, SNAP-FIT  and  Press-
Fit'tm' gelcaps.                                                                

     Other:  In February 1996, Warner-Lambert entered  into an agreement to sell
Warner Chilcott Laboratories, its generic drug division. The sale is subject  to
receipt  of necessary regulatory  approvals and is expected  to occur before the
end of the first quarter of 1996. The decision to sell the generic drug business
reflects the Company's intention to focus  its resources more fully on its  core
pharmaceutical, consumer health care products and confectionery businesses.     

Consumer Health Care Products                                                   

     The  principal  products  of  Warner-Lambert in  its  Consumer  Health Care
Products segment are over-the-counter health care products, shaving products and
pet care products.                                                              

     Over-the-Counter Products: In December 1993, Warner-Lambert signed separate
agreements with  Wellcome and  Glaxo (which  acquired Wellcome  in 1995  and  is
referred  to as 'Glaxo Wellcome') governing  the establishment of joint ventures
in various countries  to develop  and market  a broad  range of  nonprescription
consumer health care products.                                                  

     On  December 18, 1995, Warner-Lambert signed a letter of intent to purchase
Glaxo Wellcome's interests in the Warner Wellcome over-the-counter joint venture
operations and  related assets  for a  purchase price  of $1.05  billion and  to
restructure Warner-Lambert's joint venture arrangements with Glaxo Wellcome with
respect  to the  marketing of  certain Glaxo  Wellcome prescription  drugs which
become over-the-counter  products. This  restructured  joint venture  will  also
include   Wellcome's   over-the-counter   switch   products.   The  wholly-owned
over-the-counter business  of Warner-Lambert,  which will  include the  products
originally  contributed  by  Wellcome  to  the  Warner  Wellcome  joint  venture
operations as described below (other than ZOVIRAX products), will be referred to
as  Warner-Lambert  Consumer  Healthcare.   The  transactions  are  subject   to
negotiation  and completion  of a final  agreement and the  receipt of necessary
regulatory approvals. During the negotiation period, Warner-Lambert will  retain
its rights under the original Warner Wellcome joint venture agreement, including
those rights related to the Wellcome acquisition by Glaxo.                      

     Warner-Lambert's joint venture agreement with Wellcome, prior to Wellcome's
acquisition  by  Glaxo, called  for both  companies to  contribute to  the joint
venture operations (referred to  herein as the  'Warner Wellcome' joint  venture
operations)  current and  future over-the-counter products  (excluding HALLS and
ROLAIDS  products).  Joint  venture  operations  formed  pursuant  to  a  global
principles  agreement began in the United States  and Canada in January 1994, in
Australia, New  Zealand and  certain countries  in Europe  in June  1994 and  in
Germany  in November  1994. Warner-Lambert  or its  affiliates are  the managing
partners of  the  Warner  Wellcome joint  venture  operations,  with  day-to-day
operating responsibility.                                                       

     Warner-Lambert  and Glaxo Wellcome receive  approximately 70 percent and 30
percent, respectively, of the profits generated  by the current products of  the
Warner  Wellcome  joint  venture operations  in  the United  States.  Profits on
current products marketed through the  Warner Wellcome joint venture are  shared
equally   between  Warner-Lambert  and  Glaxo  Wellcome  in  Canada,  Australia,

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New Zealand and the European countries where joint venture operations have  been
established. During the negotiation period for the transactions described above,
the  provisions  of  the existing  agreements  relating to  profit  sharing will
continue.                                                                       

     ZOVIRAX cold sore cream has been  approved for over-the-counter use and  is
being  sold over-the-counter  in a number  of countries in  Europe. ZOVIRAX cold
sore cream,  previously  marketed  through the  Warner  Wellcome  joint  venture
operations,  will  be marketed,  upon completion  of the  transactions described
above, under the terms of  the over-the-counter switch joint venture  operations
between Warner-Lambert and Glaxo Wellcome.                                      

     A  NDA  for the  conversion to  over-the-counter  use of  the oral  form of
ZOVIRAX as a genital  herpes medication was  filed with the  U.S. Food and  Drug
Administration   ('FDA')  in  August   1993.  The  FDA's   Antiviral  Drugs  and
Nonprescription Drugs  Advisory  Committee  has  recommended  that  the  current
submission  for conversion of ZOVIRAX to  over-the-counter form not be approved.
At this time, the Company cannot predict whether Glaxo Wellcome will continue to
pursue approval.                                                                

     Warner-Lambert and Glaxo, prior  to its acquisition  of Wellcome, formed  a
joint  venture in the United States, which commenced operations in December 1993
(referred to herein as  the 'Glaxo Warner-Lambert'  joint venture operations  or
organization).  The Glaxo Warner-Lambert joint  venture operations will develop,
seek approval of and market over-the-counter versions of certain Glaxo  Wellcome
prescription  drugs  in the  United States,  including ZANTAC,  Glaxo Wellcome's
pharmaceutical product  for ulcer  treatment, for  sale as  an  over-the-counter
product  for the treatment of episodic  heartburn. Additional joint ventures are
expected to be  formed with  Glaxo Wellcome  in other  major markets,  excluding
Japan.                                                                          

     In the United Kingdom, Warner Wellcome is currently marketing ZANTAC 75, an
over-the-counter   treatment   for   episodic   heartburn   and   BECONASE,   an
over-the-counter  allergy   nasal   spray  manufactured   by   Glaxo   Wellcome.
Warner-Lambert shares in the profits generated by these brands.                 

     Direction  of the Glaxo Warner-Lambert joint venture operations is provided
by management committee representatives from each company. Day-to-day operations
are the  responsibility of  Warner-Lambert, and  the joint  venture  operations'
over-the-counter  products will be sold by Warner-Lambert's consumer health care
products sales and marketing organization, which in most countries is the Warner
Wellcome organization and,  following completion of  the transactions  described
above,  will be a Warner-Lambert organization. Warner-Lambert and Glaxo Wellcome
share development costs, profits and voting control equally, with Glaxo Wellcome
receiving  a  royalty  on  sales  by  the  Glaxo  Warner-Lambert  joint  venture
operations  of  certain  current  over-the-counter  versions  of  Glaxo Wellcome
prescription drugs.                                                             

     On September 30, 1994, Glaxo submitted a NDA to the FDA for the sale in the
United States of a product for the treatment of episodic heartburn called ZANTAC
75. On December 19, 1995, ZANTAC 75 received marketing clearance from the FDA.  

     Warner Wellcome Products:  In each  country where a  Warner Wellcome  joint
venture  has been established, Warner Wellcome  sells a line of over-the-counter
pharmaceutical and health care products,  which may include antacids  (GELUSIL),
dermatological  products (LUBRIDERM,  LUBRIDERM Body  Bar, LUBRIDERM  Loofa Bar,
LUBRIDERM Seriously Sensitive, LUBRIDERM Moisture Recovery, ROSKEN SKIN  REPAIR,
CORN   HUSKERS  and  LISTEREX),  topical  antibiotic  ointments  (NEOSPORIN  and
POLYSPORIN), cold and sinus preparations (SUDAFED, SINUTAB, SINUTAB  NON-DRYING,
SUDAFED  NON-DRYING and  ACTIFED), antihistamines and  allergy products (ACTIFED
Allergy, SUDAFED PLUS, BENADRYL, BENADRYL-D, BENADRYL Cold, BENADRYL  CHEWABLES,
BENADRYL    Allergy/Sinus/Headache   and    BENADRYL   Dye-Free),   hemorrhoidal
preparations (ANUSOL, ANUSOL  HC-1 and TUCKS),  vaginal moisturizers  (REPLENS),
laxatives  (AGORAL),  cough  syrups/suppressants  (BENYLIN,  BENYLIN-DM, BENYLIN
DECONGESTANT, BENYLIN  EXPECTORANT and  BENYLIN PEDIATRIC),  vitamins  (MYADEC),
antipruritics  (CALADRYL, BENADRYL  spray, cream,  gel and  stick and STINGOSE),
rubbing alcohol (LAVACOL), hydrogen  peroxide (PROXACOL), self-diagnostic  early
pregnancy test kits (e.p.t'r'), oral antiseptics (LISTERINE, COOL MINT LISTERINE
and  FRESHBURST  LISTERINE),  mouthwash/dental  rinses  (LISTERMINT), toothpaste
(COOLMINT LISTERINE),                                                           

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effervescent denture cleaning  tablets and denture  cleanser pastes  (EFFERDENT,
EFFERDENT  PLUS and  FRESH 'N BRITE),  denture adhesives  (EFFERGRIP), head lice
treatments (NIX), diaper rash  preparations (BOROFAX) and analgesics  (EMPIRIN).
SUDAFED,  ACTIFED, ACTIFED  Allergy, SUDAFED  PLUS, NEOSPORIN,  POLYSPORIN, NIX,
BOROFAX and EMPIRIN were  contributed by Wellcome to  the Warner Wellcome  joint
venture  operations. Upon completion of the  purchase by Warner-Lambert of Glaxo
Wellcome's  interests  in   the  Warner  Wellcome   joint  venture   operations,
Warner-Lambert  Consumer Healthcare will sell each of those products contributed
by Wellcome  in those  countries  which were  included  in the  original  Warner
Wellcome joint venture operations.                                              

     Other  Over-the-Counter  Products:  In  addition  to  the  Warner  Wellcome
products named above,  Warner-Lambert manufactures and/or  sells, in the  United
States  and/or internationally, a  line of antacids  (ROLAIDS and Extra Strength
ROLAIDS), cough tablets (HALLS, HALLS Juniors, HALLS-PLUS and Sugar Free  HALLS)
and   throat  drops  (CELESTIAL  SEASONINGS   SOOTHERS  and  HALLS  Vitamin  C).
Furthermore, certain products  named as Warner  Wellcome products above  (except
for  products that were contributed by Wellcome to the joint venture operations)
are manufactured and/or sold  by Warner-Lambert or  its affiliates in  countries
where Warner Wellcome joint venture operations have not been established.       

     Over-the-counter   products  are  promoted   principally  through  consumer
advertising and promotional programs  and some are  promoted directly to  health
care  professionals. They  are sold principally  to drug  wholesalers, chain and
retail pharmacies,  chain  and  independent  food  stores,  mass  merchandisers,
physician supply houses and hospitals.                                          

     Shaving  Products: Warner-Lambert manufactures and sells razors and blades,
both domestically  and internationally.  Shaving products  are manufactured  and
marketed under the SCHICK and other trademarks worldwide and the WILKINSON SWORD
trademark  in Europe,  the United  States and  Canada. Permanent (nondisposable)
products  marketed  under  the   SCHICK  trademark  include  TRACER/FX,   SCHICK
PROTECTOR,  SUPER  II, SUPER  II  PLUS, ULTREX  PLUS,  SILK EFFECTS,  SLIM TWIN,
ADVANTAGE, PERSONAL  TOUCH and  INJECTOR PLUS  CHROMIUM. Disposable  twin  blade
products  marketed under  the SCHICK  trademark include  SCHICK DISPOSABLE, SLIM
TWIN,  PERSONAL  TOUCH  and  ULTREX  DISPOSABLE.  Products  marketed  under  the
WILKINSON  SWORD trademark include  nondisposable systems such  as PROTECTOR, FX
PERFORMER, PROFILE, SYSTEM II, DUPLO and LADY PROTECTOR, and disposable products
that include COLOURS, PRONTO, RETRACTOR, RETRACTOR TWIN and EXTRA II.           

     Warner-Lambert's shaving products are promoted principally through consumer
advertising  and  promotional  programs.   They  are  distributed  directly   to
wholesalers  for sale to smaller retailers, drugstores, pharmacies and to retail
outlets, including pharmacies, food  stores, variety stores, mass  merchandisers
and other miscellaneous outlets.                                                

     Pet   Care  Products:  Warner-Lambert  manufactures  and/or  sells  various
products on a  worldwide basis for  ornamental fish and  for reptiles and  other
small  pets, as well as books relating to various pets, under various trademarks
including TETRA, TETRA  POND, TETRA PRESS,  TETRA TERRAFAUNA, HILENA,  ZOOMEDICA
FRICKINGER  and  TETRA  SECONDNATURE. In  addition,  Warner-Lambert manufactures
and/or distributes aquarium  products (including power  filters and  replacement
cartridges,  air pumps, heaters, plastic plants  and other accessories) that are
marketed largely under the WHISPER  and SECONDNATURE trademarks. These pet  care
products  are  promoted  to  consumers through  cooperative  advertising  and to
retailers through direct promotion and  advertising in trade publications.  They
are  sold to wholesalers  for sale to  smaller retailers and  directly to larger
chain stores and retailers, in each case for ultimate sale to consumers.        

     Other: In the third quarter of 1995, Warner-Lambert sold the assets of  its
PRO  toothbrush  business  in  order  to  refocus  its  resources  on  its  core
pharmaceutical, consumer health care products and confectionery businesses.     

     During 1996 the Company  plans to sell  other non-strategic businesses  and
undervalued  and non-productive assets in order  to permit the Company to invest
more heavily in its core businesses.                                            

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Confectionery Products                                                          

     The principal  products of  Warner-Lambert  in its  Confectionery  Products
segment are chewing gums and breath mints.                                      

     Warner-Lambert  manufactures  and/or  sells, in  the  United  States and/or
internationally, a broad  line of  chewing gums  and breath  mints. Among  these
products  are slab chewing gums (TRIDENT,  DENTYNE and DENTYNE Sugarfree), chunk
bubble gums (BUBBLICIOUS  and BUBBLICIOUS MONDO),  center-filled gums  (BUBBALOO
and  FRESHEN-UP), candy-coated gums  (CHICLETS, CHICLETS TINY  SIZE and CLORETS)
and stick  gums (CLORETS,  CINN*A*BURST,  MINT*A*BURST and  FRUIT*A*BURST).  The
breath  mint line includes CERTS, Sugarfree CERTS, CERTS Cool Mint Drops'tm' and
CLORETS. In addition, the Company sells several specialty candies. The specialty
candies line includes a  line of hard  candies called FRUIT  WAVES that is  sold
under  the  OCEAN  SPRAY trademark  and  also  those sold  under  the  SAILA and
Koldt'tm' trademarks.                                                           

     Warner-Lambert's  confectionery  products  are  promoted  directly  to  the
consumer primarily through consumer advertising and in-store promotion programs.
They  are sold directly  to chain and independent  food stores, chain pharmacies
and mass merchandisers  or through candy  and tobacco wholesalers  and to  other
miscellaneous outlets which in turn sell to consumers.                          

INTERNATIONAL OPERATIONS                                                        

     Although  Warner-Lambert  has  globalized  most of  its  organization  on a
segment  basis,  Warner-Lambert's  international   businesses  are  carried   on
principally  through subsidiaries and branches,  which are generally staffed and
managed by citizens of the countries in which they operate. Approximately 25,000
of Warner-Lambert's employees are located  outside the United States and  Puerto
Rico and only a small number of such employees are U.S. citizens. Certain of the
products  described above  are manufactured  and marketed  solely in  the United
States and certain other products are manufactured and marketed solely in one or
more foreign countries.                                                         

     International  sales  to  unaffiliated   customers  in  1995  amounted   to
approximately  57% of the Company's worldwide  sales. International sales do not
include sales of products exported from the United States, which sales represent
less than 1% of total U.S. sales. The seven largest markets with respect to  the
distribution  of Warner-Lambert products  sold outside the  United States during
1995 were Japan, Germany, the United Kingdom, France, Canada, Brazil and  Italy.
Sales  in  these markets  accounted  for approximately  62%  of Warner-Lambert's
international sales,  with  no one  country  accounting  for more  than  18%  of
international sales.                                                            

     In  1994, Warner-Lambert announced its  intention to construct and operate,
through a joint  venture with  a Chinese  partner, a  manufacturing facility  in
Guangzhou,  China. This facility will  produce confectionery products which will
be sold  in China  and exported.  The  Company now  estimates that  its  initial
investment  in the joint venture  through the end of  1996 will be approximately
$35 million. The construction of this facility is on schedule and completion and
commission of the plant is expected by December 1996.                           

     In accordance  with customary  market conditions,  sales made  outside  the
United  States  are generally  made on  longer  terms of  payment than  would be
customary in  the  United  States. In  addition,  international  operations  are
subject  to certain  risks inherent  in carrying  on business  abroad, including
possible nationalization, expropriation and  other governmental action, as  well
as  fluctuations in currency exchange rates.  The likelihood of such occurrences
varies from country  to country  and is  not predictable.  However, the  Company
believes   that  its   geographic  diversity  minimizes   exposure  to  currency
fluctuations resulting in one or more foreign countries. The devaluation of  the
Mexican  peso in December  1994 resulted in  an adverse impact  on the Company's
sales of $137 million in 1995.                                                  

RESTRUCTURING                                                                   

     In  November  1993,  Warner-Lambert   announced  a  program  covering   the
rationalization  of  manufacturing  facilities,  principally  in  North America,
including the eventual closing of seven plants, an organizational  restructuring
and  related  workforce reductions  of  approximately 2,800  positions  over the

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next several years.  For further discussion  of Warner-Lambert's  restructuring,
see  'Management's Discussion and Analysis -- Costs  and Expenses' and Note 3 to
the consolidated financial statements, contained in Warner-Lambert's 1995 Annual
Report and incorporated herein by reference.                                    

COMPETITION                                                                     

     Most markets in which Warner-Lambert is engaged are highly competitive  and
characterized  by substantial expenditures  in the advertising  and promotion of
new and existing products. In addition, there is intense competition in research
and development in all of  Warner-Lambert's industry segments. No material  part
of  the business of any of  Warner-Lambert's industry segments is dependent upon
one or a few customers.                                                         

MATERIALS AND SUPPLIES                                                          

     Warner-Lambert's products, in general, are produced and packaged at its own
facilities. Other than  certain Warner Wellcome  products manufactured by  Glaxo
Wellcome,  certain pet products and certain other products, relatively few items
are manufactured in  whole or in  part by outside  suppliers. Raw materials  and
packaging  supplies are purchased from a  variety of outside suppliers. Although
the Company, in an effort to achieve cost savings, is consolidating its  sources
of  supply, the Company does not believe that the loss of any one source of such
materials and supplies would have  a material effect on  the business of any  of
Warner-Lambert's  industry  segments.  Warner-Lambert seeks  to  protect against
fluctuating costs  and to  assure availability  of raw  materials and  packaging
supplies  by, among other things, locating alternative sources of supply and, in
some instances, making selective advance purchases.                             

TRADEMARKS AND PATENTS                                                          

     Warner-Lambert's major  trademarks are  protected  by registration  in  the
United   States   and  other   countries  where   its  products   are  marketed.
Warner-Lambert believes these trademarks are  important to the marketing of  the
related products and acts to protect them from infringement. Warner-Lambert owns
many  patents and has many patent applications  pending in the patent offices of
the United States and other countries. Although a number of products and product
lines have  patent protection  that  is significant  in  the marketing  of  such
products,  the management  of Warner-Lambert does  not consider  that any single
patent or related group of patents is material to Warner-Lambert's business as a
whole or any of its industry segments. Warner-Lambert anticipates, however, that
patents on certain future products,  such as atorvastatin and troglitazone,  may
become  material to  Warner-Lambert's business as  a whole if  such products are
approved.                                                                       

     Legislation enacted during 1994 in the United States in order to  implement
the  General Agreement on Tariffs and Trade has changed the term of U.S. patents
filed after June 8, 1995 and has lengthened the term of some granted patents and
pending applications existing on June 8, 1995.  It is not clear what the  impact
of this legislation on Warner-Lambert will be.                                  

RESEARCH AND DEVELOPMENT                                                        

     Warner-Lambert  employs over  2,000 scientific  and technical  personnel in
research and development  activities at various  research facilities located  in
the   United   States  and   in   foreign  countries.   Warner-Lambert  invested
approximately $501 million in  research and development  in 1995, compared  with
$456   million  in  1994  and  $465   million  in  1993.  Approximately  81%  of
Warner-Lambert's  1995  research  and   development  spending  was  related   to
pharmaceutical   products.  Warner-Lambert  believes  research  and  development
activities  are  essential  to  its  business  and  intends  to  continue   such
activities.                                                                     

EMPLOYEES                                                                       

     At  December  31,  1995,  approximately  37,000  people  were  employed  by
Warner-Lambert throughout the world.                                            

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REGULATION                                                                      

     Warner-Lambert's business  is subject  to varying  degrees of  governmental
regulation in the countries in which it manufactures and distributes products.  

     In the United States, the food, drug and cosmetic industries are subject to
regulation  by various federal, state and local agencies with respect to product
safety  and   effectiveness,  manufacturing   and  advertising   and   labeling.
Accordingly,  from  time  to time,  with  respect to  particular  products under
review, such agencies  may require Warner-Lambert  to address safety,  efficacy,
manufacturing  and/or  regulatory issues,  to conduct  additional testing  or to
modify its advertising and/or labeling.                                         

     During the third quarter of 1993, a consent decree with the FDA was entered
into by  Warner-Lambert  and two  of  its principal  officers,  covering  issues
related  to manufacturing and quality practices  and procedures. The decree is a
court-approved agreement that primarily requires Warner-Lambert to certify  that
laboratory  and/or manufacturing facilities in the United States and Puerto Rico
are in compliance with current  Good Manufacturing Practices established by  the
FDA.  Under the terms  of the decree,  the manufacture and  distribution of some
products was temporarily suspended  pending completion of certain  certification
activities.  Relevant facility and laboratory  certifications have been obtained
in all U.S. and Puerto Rico plants. Warner-Lambert's manufacturing facilities in
the mainland United  States and Puerto  Rico have now  resumed full  operations.
Although  there are several prescription products which have not yet returned to
the market or which have been  withdrawn, most of those pharmaceutical  products
which  the  Company  intends  to continue  manufacturing  and/or  marketing have
returned to  full manufacture  and/or  distribution. The  terms of  the  consent
decree are applicable until at least August 1998.                               

     The   FDA's   Application   Integrity  Policy   ('AIP')   was   applied  to
Warner-Lambert's Fajardo  and Vega  Baja, Puerto  Rico facilities  in  September
1992, due to discrepancies found in data generated at those facilities. Pursuant
to  the  AIP,  Warner-Lambert,  through  independent  experts  in pharmaceutical
manufacturing, has conducted  validity assessments of  certain FDA filings  made
with  respect  to certain  products manufactured  or to  be manufactured  at its
facilities in  Vega  Baja  and  Fajardo,  Puerto  Rico.  The  FDA  has  deferred
substantive  scientific  reviews  of  pending  NDA's  and  Abbreviated  New Drug
Applications ('ANDA's')  for products  to be  manufactured at  these  facilities
(including  the oral contraceptive ESTROSTEP), and for some supplements to NDA's
or ANDA's for  products currently  manufactured at these  facilities, while  the
Company  is subject  to the AIP.  The FDA did  not suspend review  of two drugs,
COGNEX (tacrine) and NEURONTIN (gabapentin),  discussed above under the  caption
'Item  1. Business Segments -- Pharmaceutical  Products', both of which obtained
United States  marketing  approval  in 1993.  Warner-Lambert  has  pledged  full
cooperation,  has  actively  worked with  the  FDA  and continues  to  engage in
discussions with the FDA in order to resolve all issues relating to the AIP.  In
1994 and 1995, Warner-Lambert filed all the expert validity assessments that had
not  yet been  filed. The Company  also submitted a  Corrective Action Operating
Plan to the FDA in December  1994, which outlines corrective actions which  have
been  or will be implemented in response  to the validity assessments. By letter
dated September 22, 1995, the FDA stated that it had completed its review of the
Vega Baja, Puerto Rico pharmaceutical  facility and confirmed that the  facility
is  no longer subject  to the AIP. The  FDA has completed  its inspection of the
Fajardo, Puerto Rico facility. It is not possible to predict when or whether the
AIP will be lifted with respect to the Fajardo facility or whether the FDA  will
take additional action.                                                         

     On  October  31,  1995,  the Drug  Enforcement  Administration  (the 'DEA')
published  a  proposed  rule  which   would  bring  certain  of  the   Company's
over-the-counter pharmaceutical products containing pseudoephedrine             
hydrochloride under the chemical control provisions of the Controlled Substances
Act  through  the  revocation  of an  exemption  for  listed  chemicals lawfully
marketed under  the Food,  Drug and  Cosmetic Act.  In addition,  in March  1996
legislation  was  introduced  in  the  U.S. Senate  to  remove  such  legal drug
exemption  for  single  ingredient   pseudoephedrine  products.  The  rule   and
legislation,  if enacted in their present forms, would among other things impose
new  regulatory  restrictions  on  persons  handling  such  products   including
recordkeeping  and reporting of certain transactions  to the DEA. The Company is
concerned that  such  restrictions  could induce  pharmacies  and  other  retail
outlets  which carry such products to keep such products 'behind the counter' or
no longer  to  carry  such  products.  The Company  has  opposed  the  rule  and
legislation   in   their   present  forms.   While   it  is   not   possible  to

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predict with certainty  whether the  rule or  legislation will  be finalized  or
enacted,  as the  case may be,  in their present  forms, Warner-Lambert believes
that neither would have a material adverse effect on Warner-Lambert's  financial
position, liquidity, cash flow or results of operations for any year.           

     Regulatory  requirements concerning  the research  and development  of drug
products have  increased in  complexity  and scope  in  recent years.  This  has
resulted in a substantial increase in the time and expense required to bring new
products  to market.  At the  same time,  the FDA  requirements for  approval of
generic drugs  (drugs containing  the  same active  chemical as  an  innovator's
product)  have been reduced as a result  of the adoption of abbreviated new drug
approval procedures  for  most  generic  drugs.  Generic  versions  of  many  of
Warner-Lambert's  products  in  the Pharmaceutical  Products  segment  are being
marketed in  the  United States,  and  generic substitution  legislation,  which
permits  a pharmacist  to substitute  a generic  version of  a drug  for the one
prescribed, has been  enacted in  some form in  all states.  These factors  have
resulted  in increased competition from generic  manufacturers in the market for
ethical products.                                                               

     The regulatory agencies  under whose purview  Warner-Lambert operates  have
administrative and legal powers that may subject Warner-Lambert and its products
to  seizure actions, product recalls and  other civil and criminal actions. They
may  also   subject  the   industry   to  emergency   regulatory   requirements.
Warner-Lambert's  policy is to comply fully with all regulatory requirements. It
is impossible to  predict, however, what  effect, if any,  these matters or  any
pending  or future legislation, regulations or  governmental actions may have on
the conduct of Warner-Lambert's business in the future.                         

     In most of the foreign countries where Warner-Lambert does business, it  is
subject  to a regulatory and legislative  climate similar to or more restrictive
than that described above.  The Company cannot predict  whether or what type  of
measures will be encountered in the future.                                     

ENVIRONMENT                                                                     

     Warner-Lambert is responsible for compliance with a number of environmental
laws  and  regulations.  Warner-Lambert maintains  control  systems  designed to
assure  compliance  in  all  material  respects  with  environmental  laws   and
regulations,  including environmental  policies and  maintenance of  a worldwide
audit program.                                                                  

     Warner-Lambert  is   involved  in   various  administrative   or   judicial
proceedings  related  to environmental  actions  initiated by  the Environmental
Protection Agency under the  Comprehensive Environmental Response,  Compensation
and  Liability  Act (also  known  as Superfund)  or  by state  authorities under
similar state legislation,  or by third  parties. For some  of the sites,  other
parties  (defined  as  potentially  responsible  parties)  may  be  jointly  and
severally responsible, along with Warner-Lambert,  to pay remediation and  other
related expenses. For other sites, for example, those sites which Warner-Lambert
currently  owns  or  previously  owned, Warner-Lambert  may  be  the  sole party
responsible for  clean-up  costs. While  it  is  not possible  to  predict  with
certainty  the  outcome  of  such  matters or  the  total  cost  of remediation,
Warner-Lambert believes it is unlikely that their ultimate disposition will have
a material  adverse effect  on Warner-Lambert's  financial position,  liquidity,
cash  flow  or results  of  operations for  any  year. Actions  with  respect to
environmental programs and compliance result  in operating expenses and  capital
expenditures.    Warner-Lambert's   capital   expenditures   with   respect   to
environmental programs and  compliance in  1995 were not,  and in  1996 are  not
expected to be, material to the business of Warner-Lambert.                     

     For  additional information relating to environmental matters, see 'Item 3.
Legal Proceedings' and Note 19 to the consolidated financial statements on  page
39 of the Warner-Lambert 1995 Annual Report, incorporated herein by reference.  

ITEM 2. PROPERTIES.                                                             

     The  executive offices of Warner-Lambert are  located in Morris Plains, New
Jersey. In  the  United  States,  including  Puerto  Rico,  Warner-Lambert  owns
facilities aggregating approximately 6,993,000 square feet and leases facilities
having an aggregate of approximately 394,000 square feet.                       

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     Warner-Lambert's   U.S.  manufacturing   plants  are   located  in  Lititz,
Pennsylvania (pharmaceuticals  and  consumer health  care  products);  Rockford,
Illinois   (confectionery  products);   Rochester,  Michigan  (pharmaceuticals);
Holland, Michigan (pharmaceuticals); Morris Plains, New Jersey  (pharmaceuticals
and  consumer  health  care  products);  Greenwood,  South  Carolina (capsules);
Milford,  Connecticut  (razors  and  blades);  Oakland,  New  Jersey  (pet  care
products);  and Blacksburg, Virginia (pet care products). Warner-Lambert Inc., a
wholly-owned subsidiary of Warner-Lambert operating  in Puerto Rico, has  plants
located  in Fajardo (pharmaceuticals); and  Vega Baja (pharmaceuticals, consumer
health care and confectionery products).                                        

     In the  United States,  Warner-Lambert  currently distributes  its  various
products  through its manufacturing plants  and two primary distribution centers
located in Lititz, Pennsylvania and Elk Grove, Illinois. Principal U.S. research
facilities are  located  in Ann  Arbor,  Michigan (pharmaceuticals)  and  Morris
Plains,  New  Jersey (pharmaceuticals,  consumer  health care  and confectionery
products).                                                                      

     Internationally, Warner-Lambert  owns,  leases  or  operates,  through  its
subsidiaries  or branches, 70  production facilities in  35 countries. Principal
international manufacturing plants are located  in Germany, the United  Kingdom,
Belgium,  Italy,  Canada,  Mexico,  Hong Kong,  Japan,  Ireland,  Spain, France,
Brazil, Colombia and Australia. Principal international research facilities  are
located in Germany, Japan, the United Kingdom and Canada.                       

     As  discussed above  under the heading  'Item 1.  Business -- International
Operations', Warner-Lambert  expects  that  construction  of  the  confectionery
products  manufacturing  facility  in  Guangzhou, China  will  be  completed and
commissioned by December 1996.                                                  

     In order to achieve its objectives of increased efficiency and a lower cost
of goods sold, Warner-Lambert, over a  number of years and at significant  cost,
has  consolidated many of its  plants and facilities around  the world. This has
often resulted in  the production  of pharmaceutical  products, consumer  health
care products and/or confectionery products at a single facility.               

     Warner-Lambert's  facilities are generally in  good operating condition and
repair and at present are  adequately utilized within reasonable limits.  Leases
are not material to the business of Warner-Lambert taken as a whole.            

     For  information  regarding  the  organizational  restructuring  and  plant
rationalization announced  by  Warner-Lambert in  November  1993, see  'Item  1.
Business -- Restructuring' above.                                               

ITEM 3. LEGAL PROCEEDINGS.                                                      

     For  a discussion of Warner-Lambert's consent decree with the FDA, covering
issues  related  to  compliance   with  current  Good  Manufacturing   Practices
established   by  the   FDA,  and  other   regulatory  matters,   see  'Item  1.
Business  --  Regulation'   above.  For  additional   information  relating   to
environmental matters see 'Item 1. Business -- Environment' above.              

     Warner-Lambert  and certain present  and former employees  were served with
subpoenas in  1993  by  the  U.S.  Attorney's  office  in  Maryland,  which  was
conducting  an inquiry relating  to compliance with  FDA regulations, to produce
records and/or appear before a federal grand jury in Baltimore. On November  28,
1995,   Warner-Lambert  waived  indictment  and  pled  guilty  to  a  one  count
information charging failure  in 1991 to  file certain reports  with the FDA  of
drug   stability  failures  on   distributed  batches  of   the  drug  DILANTIN.
Warner-Lambert agreed to pay a fine of  $10 million. At the same time, Allan  H.
Doane,  former vice president for  corporate quality assurance and environmental
compliance at Warner-Lambert, was indicted by the Maryland grand jury in a  five
count   indictment  alleging  conspiracy,  distributing  adulterated  drugs  and
obstruction of justice based on conduct in 1991.                                

     In September 1993, Warner-Lambert received a Complaint and Compliance Order
from the Environmental Protection Agency  ('EPA') seeking penalties of  $268,000
for  alleged violations of  the Resource Conservation  and Recovery Act, Boilers
and Industrial Furnace regulations. Warner-Lambert is contesting the allegations
contained within the Complaint and has entered into negotiations with the EPA in
an attempt to  resolve these issues.  Although it  is too early  to predict  the
outcome  of  this  action,  Warner-Lambert  does  not  at  present  expect  this
litigation to  have  a  material  adverse  effect  on  its  financial  position,
liquidity, cash flow or results of operations.                                  

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     Beginning   in  late  1993,  Warner-Lambert,   along  with  numerous  other
pharmaceutical manufacturers and wholesalers, has been sued in a number of state
and federal antitrust lawsuits by  retail pharmacies seeking treble damages  and
injunctive  relief.  These actions  arise from  alleged price  discrimination by
which the defendant drug companies, acting  alone or in concert, are alleged  to
have  favored  institutions, managed  care entities,  mail order  pharmacies and
other buyers with  lower prices  for brand  name prescription  drugs than  those
afforded to plaintiff retailers. The federal cases have been consolidated by the
Judicial  Panel on Multidistrict Litigation and transferred to the U.S. District
Court  for  the  Northern  District  of  Illinois  for  pre-trial   proceedings.
Warner-Lambert  has agreed  to settle  part of  the consolidated  federal cases,
specifically, the class action conspiracy lawsuit, for a total of $15.1 million,
to be paid in  four equal installments  of $3.775 million  in February of  1996,
1997,  1998 and 1999, respectively. This settlement is subject to final approval
by the U.S. District Court for the Northern District of Illinois.               

     The state cases pending in California have been coordinated in the Superior
Court of California, County of San Francisco. Warner-Lambert has also been named
as a defendant in  actions in state courts  in Alabama, Minnesota and  Wisconsin
brought  by classes  of pharmacies,  each arising  from the  same allegations of
price discrimination.  In  addition,  the  Company  is  named  in  class  action
complaints  in the  states of Alabama,  Arizona, Colorado,  Maine, Michigan, New
York and Washington, brought  by classes of consumers  who purchased brand  name
prescription  drugs at retail  pharmacies. These cases also  arise from the same
allegations of price discrimination. Warner-Lambert believes that these  actions
are without merit and will defend itself vigorously. Although it is too early to
predict the outcome of the remaining actions, Warner-Lambert does not at present
expect  this  litigation to  have  a material  adverse  effect on  its financial
position, liquidity, cash flow or results of operations.                        

     In November 1994, Warner-Lambert received a civil enforcement action letter
and draft complaint from the  Department of Justice (the 'Department')  alleging
violation  of the Clean Water Act with regard to the operation of the wastewater
treatment plant  at  its Vega  Baja,  Puerto Rico  facility.  Warner-Lambert  is
negotiating a resolution of this matter with the Department and is continuing to
work  with the EPA,  Region II, to  maintain the facility's  compliance with the
Clean Water Act. The Company cannot predict  the outcome of this matter at  this
time.                                                                           

     In  addition, Warner-Lambert has received an inquiry from the Environmental
Crimes Section of the Department relating to compliance with the Clean Water Act
and the discharge  permit issued  to the  facility. The  Company is  cooperating
fully with this inquiry and cannot predict its outcome at this time.            

     Warner-Lambert  Inc., a wholly-owned subsidiary of Warner-Lambert, has been
named as a defendant  in class actions  filed in Puerto  Rico Superior Court  by
current and former employees from the Vega Baja, Carolina and Fajardo plants, as
well  as  Kelly  Services  temporary employees  assigned  to  those  plants. The
lawsuits seek  monetary relief  for  alleged violations  of local  statutes  and
decrees  relating to meal  period payments, minimum  wage, overtime and vacation
pay. Warner-Lambert  believes that  these  actions are  without merit  and  will
defend these actions vigorously. Although it is too early to predict the outcome
of  these actions, Warner-Lambert  does not at present  expect these lawsuits to
have a material adverse effect on  its financial position, liquidity, cash  flow
or results of operations.                                                       

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                    

Not Applicable.                                                       

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EXECUTIVE OFFICERS OF THE REGISTRANT                                            

     Information  with respect to the executive officers of Warner-Lambert as of
March 1, 1996 is set forth below:                                               

                                                        · Enlarge/Download Table

                                                    POSITIONS AND             PRINCIPAL OCCUPATIONS       
                                                     OFFICES HELD                 AND EMPLOYMENT          
                  NAME                     AGE     WITH REGISTRANT             DURING PAST 5 YEARS        
-----------------------------------------  ---  ----------------------  ----------------------------------

                                                                                                          
Melvin R. Goodes.........................  60   Chairman of the Board   Chairman of the Board and Chief   
                                                  and Chief Executive     Executive Officer (since August 
                                                  Officer; Director       1991) President and Chief       
                                                                          Operating Officer (July         
                                                                          1985 -- July 1991)              
Lodewijk J. R. de Vink...................  51   President and Chief     President and Chief Operating     
                                                  Operating Officer;      Officer (since August 1991);    
                                                  Director                Executive Vice President and    
                                                                          President, U.S. Operations      
                                                                          (April 1990 -- July 1991)       
John F. Walsh............................  53   Executive Vice          Executive Vice President (since   
                                                  President               January 1991); President,       
                                                                          Consumer Healthcare Sector      
                                                                          (since December 1994);          
                                                                          President, Consumer Products    
                                                                          Sector (January 1992 -- December
                                                                          1994); President, International 
                                                                          Operations (March               
                                                                          1990 -- December 1991)          
Ernest J. Larini.........................  53   Vice President and      Vice President and Chief Financial
                                                  Chief Financial         Officer (since November 1992);  
                                                  Officer                 Vice President, Financial       
                                                                          Administration (June            
                                                                          1992 -- October 1992); Vice     
                                                                          President and Controller (May   
                                                                          1990 -- May 1992)               
J. Frank Lazo............................  48   Vice President          Vice President (since April 1990);
                                                                          President, Confectionery Sector 
                                                                          (since December 1994);          
                                                                          President, Latin America/Asia/  
                                                                          Australia/Middle East/          
                                                                          Africa Group (January           
                                                                          1992 -- December 1994);         
                                                                          President, Latin                
                                                                          America/Asia/Australia Group    
                                                                          (July 1991 -- December 1991);   
                                                                          President, Canada/Latin America 
                                                                          Group (April 1990 -- July 1991) 
John S. Craig............................  44   Vice President          Vice President (since January     
                                                                          1996); President, American      
                                                                          Chicle Group (since July 1995); 
                                                                          President and Chief Executive   
                                                                          Officer, Lender's Bagel Bakery  
                                                                          division of Kraft Foods, Inc.   
                                                                          (September 1986 -- February     
                                                                          1994)                           

                                                  (table continued on next page)

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(table continued from previous page)                                            

                                                        · Enlarge/Download Table

                                                    POSITIONS AND             PRINCIPAL OCCUPATIONS       
                                                     OFFICES HELD                 AND EMPLOYMENT          
                  NAME                     AGE     WITH REGISTRANT             DURING PAST 5 YEARS        
-----------------------------------------  ---  ----------------------  ----------------------------------
                                                                                                          
Ronald M. Cresswell, Ph.D................  61   Vice President          Vice President (since May 1988);  
                                                                          Chairman, Parke-Davis Research  
                                                                          (since November 1989)           
Pedro M. Cuatrecasas, M.D................  59   Vice President          Vice President (since October     
                                                                          1989); President, Parke-Davis   
                                                                          Research (since October 1989)   
Raymond M. Fino..........................  53   Vice President          Vice President, Human Resources   
                                                                          (since January 1985)            
Philip M. Gross..........................  54   Vice President          Vice President (since January     
                                                                          1990); Vice President, Strategic
                                                                          Management Processes (since     
                                                                          January 1994); President, Novon 
                                                                          Products Group (January         
                                                                          1990 -- January 1994)           
Gregory L. Johnson.......................  49   Vice President and      Vice President and General Counsel
                                                  General Counsel         (since October 1983)            
Richard W. Keelty........................  54   Vice President          Vice President (since January     
                                                                          1996); Vice President, Public   
                                                                          Affairs, (since December 1995); 
                                                                          Vice President, Public Relations
                                                                          (November 1990 -- November 1995)
Joseph E. Lynch..........................  44   Vice President and      Vice President and Controller     
                                                  Controller              (since June 1995); Comptroller, 
                                                                          American Home Products          
                                                                          Corporation (March 1995 -- June 
                                                                          1995); Director, Corporate      
                                                                          Accounting, American Cyanamid   
                                                                          Company (April 1991 -- March    
                                                                          1995); Controller, Latin        
                                                                          American Group, American        
                                                                          Cyanamid Company (March         
                                                                          1988 -- April 1991)             
F. Phillip Milhomme......................  59   Vice President          Vice President (since January     
                                                                          1992); President, Confectionery 
                                                                          Products, Europe/Middle         
                                                                          East/Africa (since December     
                                                                          1994); President, Consumer      
                                                                          Products, Europe (January       
                                                                          1992 -- December 1994);         
                                                                          President, Middle               
                                                                          East/Africa/Europe (September   
                                                                          1989  -- December 1991)         

                                                  (table continued on next page)

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(table continued from previous page)                                            

                                                        · Enlarge/Download Table

                                                    POSITIONS AND             PRINCIPAL OCCUPATIONS       
                                                     OFFICES HELD                 AND EMPLOYMENT          
                  NAME                     AGE     WITH REGISTRANT             DURING PAST 5 YEARS        
-----------------------------------------  ---  ----------------------  ----------------------------------
                                                                                                          
S. Morgan Morton.........................  56   Vice President          Vice President (since January     
                                                                          1994); President, Warner        
                                                                          Wellcome Consumer Healthcare    
                                                                          U.S.A. (since December 1995);   
                                                                          President, Shaving Products     
                                                                          Group (September 1993 --        
                                                                          December 1995); President,      
                                                                          Schick (January 1992 --         
                                                                          September 1993); President,     
                                                                          Warner-Lambert Canada (January  
                                                                          1988 -- January 1992)           
Harold F. Oberkfell......................  49   Vice President          Vice President (since January     
                                                                          1992); President, Latin         
                                                                          America/Asia Sector (since      
                                                                          February 1995); President,      
                                                                          Parke-Davis, North America      
                                                                          (January 1992 -- February 1995);
                                                                          Vice President, Parke-Davis     
                                                                          Marketing and Sales (July       
                                                                          1986 -- December 1991)          
Joseph E. Smith..........................  56   Vice President          Vice President (since January     
                                                                          1994); Chairman, Tetra Group    
                                                                          (since August 1995); President, 
                                                                          Shaving Products Group (since   
                                                                          December 1995); Vice President, 
                                                                          External Relations (January     
                                                                          1994 -- December 1995);         
                                                                          Executive Vice President        
                                                                          (January 1991 -- January 1994); 
                                                                          President, Pharmaceutical Sector
                                                                          (January 1992 -- January 1994); 
                                                                          President, Parke-Davis Group    
                                                                          (March 1989 -- December 1991)   
Fred G. Weiss............................  54   Vice President          Vice President (since August      
                                                                          1982); Vice President, Planning,
                                                                          Investment and Development      
                                                                          (since August 1983)             
Anthony H. Wild, Ph.D....................  47   Vice President          Vice President (since September   
                                                                          1995); President, Parke-Davis,  
                                                                          North America (since February   
                                                                          1995); President,               
                                                                          Schering-Plough-Japan,          
                                                                          Schering-Plough Corporation     
                                                                          (August 1989 -- February 1995)  

                                                  (table continued on next page)

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(table continued from previous page)                                            

                                                        · Enlarge/Download Table

                                                    POSITIONS AND             PRINCIPAL OCCUPATIONS       
                                                     OFFICES HELD                 AND EMPLOYMENT          
                  NAME                     AGE     WITH REGISTRANT             DURING PAST 5 YEARS        
-----------------------------------------  ---  ----------------------  ----------------------------------
                                                                                                          
William S. Woodson.......................  61   Vice President and      Vice President and Treasurer      
                                                  Treasurer               (since December 1991); Vice     
                                                                          President, Finance, Novon       
                                                                          Products Group (September       
                                                                          1990 -- November 1991)          
Rae G. Paltiel...........................  49   Secretary               Secretary (since February 1986)   

     All of the above-mentioned officers, with  the exception of Mr. Craig,  Mr.
Lynch  and Dr.  Wild, have  been employed  by Warner-Lambert  for the  past five
years.                                                                          

     Mr. Craig has  been employed by  Warner-Lambert since July  1995. Prior  to
that  time,  Mr.  Craig had  been  employed  by Kraft  Foods,  Inc.,  serving as
President and Chief Executive Officer of Kraft's Lender's Bagel Bakery  division
from  September  1986  to  February  1994.  Kraft  Foods,  Inc.,  a wholly-owned
subsidiary of  Philip Morris  Companies  Inc., is  a multinational  producer  of
packaged grocery products with sales of approximately $31 billion in 1994.      

     Mr.  Lynch has  been employed by  Warner-Lambert since June  1995. Prior to
that time and during his last three months with American Cyanamid Company, which
was acquired by American Home Products  Corporation in November 1994, Mr.  Lynch
performed certain functions of Comptroller at American Home Products Corporation
from  March 1995 to June 1995. American  Home Products is a multinational health
care and food products company with sales of approximately $9.0 billion in 1994.
From April  1991  to  March 1995,  Mr.  Lynch  held the  position  of  Director,
Corporate  Accounting, American  Cyanamid Company and  from March  1988 to April
1991 he served as Controller of  American Cyanamid's Latin America Group.  Prior
to  being  acquired by  American  Home Products  Corporation,  American Cyanamid
Company was a multinational medical and agricultural products company with sales
of approximately $4.2 billion in 1993.                                          

     Dr. Wild has been employed by Warner-Lambert since February 1995. Prior  to
that  time,  Dr. Wild  had been  employed  by Schering-Plough  Corporation. From
August 1989  to  February 1995,  Dr.  Wild held  the  position of  President  of
Schering-Plough-Japan. Schering-Plough Corporation, a multinational             
pharmaceutical company, had sales of approximately $4.7 billion in 1994.        

     None of the above officers has any family relationship with any Director or
with  any other officer.  Officers are elected  by the Board  of Directors for a
term of office lasting until the next annual organizational meeting of the Board
of Directors  or until  their  successors are  elected  and have  qualified.  No
officer  listed above was appointed pursuant to any arrangement or understanding
between such  officer  and the  Board  of Directors  or  any member  or  members
thereof.                                                                        

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PART II 

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.  

     The principal market on which the Company's stock is traded is the New York
Stock  Exchange,  but the  stock  is also  listed  and traded  on  the following
domestic and international stock exchanges: Chicago, Pacific, London and Zurich.
Shareholders of record  totaled approximately  41,000 as of  December 31,  1995.
Cash  dividends paid in 1995 totaled $351  million. A dividend of $.65 per share
was paid in each quarter  of 1995 for an annual  total of $2.60 per share.  This
was  a 7 percent increase over the prior  year total of $2.44 per share, paid in
four quarterly dividends  of $.61  per share  during 1994.  The information  set
forth under the caption 'Market Prices of Common Stock and Dividends' on page 42
of the Warner-Lambert 1995 Annual Report is incorporated herein by reference.   

ITEM 6. SELECTED FINANCIAL DATA.                                                

     The information set forth under the caption 'Five -Year Summary of Selected
Financial  Data'  on  page  26  of  the  Warner-Lambert  1995  Annual  Report is
incorporated herein by reference.                                               

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 
OF OPERATIONS.                                                                  

     The information set  forth under the  caption 'Management's Discussion  and
Analysis'  on pages 43  through 47 of  the Warner-Lambert 1995  Annual Report is
incorporated herein by  reference and  should be  read in  conjunction with  the
consolidated  financial statements and  the notes thereto  contained on pages 27
through 41 of the Warner-Lambert 1995 Annual Report.                            

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.                            

     The  consolidated   financial   statements  of   Warner-Lambert   and   its
subsidiaries,  listed in  Item 14(a)1  and included  in the  Warner-Lambert 1995
Annual Report at pages 27 through 40, together with the report thereon of  Price
Waterhouse  LLP dated  January 22,  1996 on page  41 of  the Warner-Lambert 1995
Annual  Report,  and  quarterly  financial   information  on  page  42  of   the
Warner-Lambert 1995 Annual Report, are incorporated herein by reference.        

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND         
FINANCIAL DISCLOSURE.                                                           

Not Applicable.                                                       

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.                    

     The  required  information  relating to  the  Warner-Lambert  Directors and
nominees is  incorporated  herein by  reference  to pages  3  through 9  of  the
Warner-Lambert Proxy Statement for the Annual Meeting of Stockholders to be held
on  April 23, 1996. Information relating to executive officers of Warner-Lambert
is set forth in  Part I of this  Form 10-K on pages  11 through 14.  Information
relating to compliance with Section 16(a) of the Securities Exchange Act of 1934
is  contained in  the Proxy Statement,  referred to  above, at page  11 and such
information is incorporated herein by reference.                                

ITEM 11. EXECUTIVE COMPENSATION.                                                

     Information relating to  executive compensation is  contained in the  Proxy
Statement,  referred  to above  in  Item 10,  at pages  13  through 26  and such
information is incorporated herein by reference.                                

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.        

     (a) Information  relating to  the beneficial  ownership of  more than  five
percent  of Warner-Lambert's Common  Stock is contained  in the Proxy Statement,
referred to above in Item  10, at page 11  and such information is  incorporated
herein by reference.                                                            

     (b)  Information relating to security  ownership of management is contained
in the Proxy Statement, referred to above in Item 10, at pages 10 through 11 and
such information is incorporated herein by reference.                           

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                        

Not Applicable.                                                       

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PART IV 

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.      

(a) 1. ALL FINANCIAL STATEMENTS                                                 

       The following  items are  included  in Part  II  of this  report  through
       incorporation  by reference to pages 27  through 41 of the Warner-Lambert
1995 Annual Report:                                               

               Consolidated Statements of Income for each of the three years  in
the period ended December 31, 1995.               

               Consolidated  Statements  of Retained  Earnings  for each  of the
three years in the period ended December 31, 1995.

        Consolidated Balance Sheets at December 31, 1995 and 1994.

               Consolidated Statements of Cash Flows for each of the three years
in the period ended December 31, 1995.            

Notes to Consolidated Financial Statements.       

Report of Independent Accountants.                

2. FINANCIAL STATEMENT SCHEDULE                                         

Included in Part IV of this report:                               

            Report of Independent Accountants on Financial Statement Schedule.

Schedule II -- Valuation and Qualifying Accounts.     

      Schedules other  than those  listed  above are  omitted because  they  are
      either  not  applicable or  the required  information is  included through
      incorporation by reference to  pages 27 through  41 of the  Warner-Lambert
1995 Annual Report.                                                 

3. EXHIBITS                                                             

(3) Articles of Incorporation and By-Laws.                      

          (a) Restated  Certificate of  Incorporation of  Warner-Lambert Company
              filed  November  10,   1972,  as   amended  to   April  24,   1990
              (Incorporated  by reference to  Warner-Lambert's Current Report on
Form 8-K, dated April 24, 1990 (File No. 1-3608)).  

          (b) By-Laws of Warner-Lambert Company, as amended to October 25,  1988
              (Incorporated by reference to Warner-Lambert's Quarterly Report on
              Form  10-Q  for the  quarter ended  September  30, 1988  (File No.
1-3608)).                                           

       (4) Instruments  defining  the  rights  of  security  holders,  including
indentures.                                                       

          (a)  Rights  Agreement, dated as  of June 28, 1988,  and amended as of
               June 27, 1989, between  Warner-Lambert Company and First  Chicago
               Trust  Company  of New  York,  as Rights  Agent  (Incorporated by
               reference to Warner-Lambert's Registration Statement on Form 8-A,
               dated June 28,  1988, as amended  by Form 8,  dated July 5,  1989
(File No. 1-3608)).                               

          (b)  Warner-Lambert agrees to furnish to the Commission, upon request,
               a  copy of  each instrument with  respect to  issues of long-term
               debt of  Warner-Lambert.  The  principal amount  of  debt  issues
               authorized  under each such instrument does not exceed 10% of the
total assets of Warner-Lambert.                   

(10) Material contracts.                                          

                                                        · Enlarge/Download Table
                                                                                                    
(a)*  Warner-Lambert Company 1983 Stock Option Plan,  as amended to November 26, 1991  (Incorporated
      by reference to Warner-Lambert's Form 10-K for the fiscal year ended December 31, 1991).      

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                                                        · Enlarge/Download Table
                                                                                                    
(b)*  Warner-Lambert  Company 1987 Stock Option Plan, as  amended to November 26, 1991 (Incorporated
      by reference to Warner-Lambert's Form 10-K for the fiscal year ended December 31, 1991).      
(c)*  Warner-Lambert Company  1989 Stock  Plan, as  amended to  November 26,  1991 (Incorporated  by
      reference to Warner-Lambert's Form 10-K for the fiscal year ended December 31, 1991).         
(d)*  Warner-Lambert  Company 1992  Stock Plan,  as amended to  September 27,  1994 (Incorporated by
      reference to Warner-Lambert's Quarterly  Report on Form 10-Q  for the quarter ended  September
      30, 1994).                                                                                    
(e)*  Warner-Lambert  Company  Incentive  Compensation  Plan,  as  amended  to  September  27,  1994
      (Incorporated by reference to Warner-Lambert's Quarterly  Report on Form 10-Q for the  quarter
      ended September 30, 1994).                                                                    
(f)*  Warner-Lambert Company Supplemental Pension Income Plan, as amended to November 28, 1995.     
(g)*  Group   Plan   Participation  by   Non-employee  Directors   (Incorporated  by   reference  to
      Warner-Lambert's Form 10-K for the fiscal year ended December 31, 1991).                      
(h)*  Warner-Lambert Company Directors' Retirement Plan, as amended to June 1, 1995 (Incorporated by
      reference to Warner-Lambert's Quarterly  Report on Form  10-Q for the  quarter ended June  30,
      1995).                                                                                        
(i)*  Warner-Lambert  Excess  Savings Plan,  formerly Warner-Lambert  Supplemental Savings  Plan, as
      amended to October 1, 1994 (Incorporated by reference to Warner-Lambert's Quarterly Report  on
      Form 10-Q for the quarter ended September 30, 1994).                                          
(j)*  Warner-Lambert   Company  Executive  Severance   Plan,  as  amended   to  September  27,  1994
      (Incorporated by reference to Warner-Lambert's Quarterly  Report on Form 10-Q for the  quarter
      ended September 30, 1994).                                                                    
(k)*  Restricted  Stock Plan for Directors of Warner-Lambert Company, as amended to January 28, 1992
      (Incorporated by reference to  Warner-Lambert's Form 10-K for  the fiscal year ended  December
      31, 1991).                                                                                    
(l)*  Employment  Agreement dated  September 24, 1985  between Warner-Lambert Company  and Melvin R.
      Goodes, Chairman  of the  Board and  Chief Executive  Officer, as  amended to  August 1,  1991
      (Incorporated  by reference to Warner-Lambert's Quarterly Report  on Form 10-Q for the quarter
      ended September 30, 1991).                                                                    
(m)*  Employment Agreement  effective  as of  August  1,  1991 between  Warner-Lambert  Company  and
      Lodewijk  J. R. de Vink,  President and Chief Operating  Officer (Incorporated by reference to
      Warner-Lambert's Quarterly Report on Form 10-Q for the quarter ended September 30, 1991).     
(n)*  Consulting Agreement, dated as of September 1, 1991, between Warner-Lambert Company and Joseph
      D. Williams, Director (Incorporated by reference to Warner-Lambert's Form 10-K for the  fiscal
      year ended December 31, 1991).                                                                
(o)*  Consulting   Arrangement  between  Warner-Lambert  Company   and  B.  Charles  Ames,  Director
      (Incorporated by reference to  Warner-Lambert's Form 10-K for  the fiscal year ended  December
      31, 1991).                                                                                    
(p)   Global Principles Agreement, dated as of December 10, 1993, between Warner-Lambert Company and
      Glaxo  Holdings plc (Incorporated  by reference to  Warner-Lambert's Form 10-K  for the fiscal
      year ended December 31, 1993).                                                                
(q)   Global Principles  Agreement, dated  December  17, 1993,  between Warner-Lambert  Company  and
      Wellcome  plc (Incorporated  by reference  to Warner-Lambert's Form  10-K for  the fiscal year
      ended December 31, 1993).                                                                     

(12) Computation of Ratio of Earnings to Fixed Charges.             

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      (13) Copy of the Warner-Lambert Company  Annual Report for the year  ended
           December  31, 1995.  Such report,  except for  those portions thereof
           which are expressly  incorporated by reference  herein, is  furnished
           solely  for the information of the Commission and is not to be deemed
'filed' as part of this filing.                           

(21) Subsidiaries of the registrant.                                

(23) Consent of Independent Accountants.                            

(27) Financial Data Schedule (EDGAR filing only).                   

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

*  Management contract or compensatory plan or arrangement required to be  filed
as an exhibit to this Form 10-K pursuant to Item 14(c).                   

(b) REPORTS ON FORM 8-K                                                         

    A  Current Report on Form  8-K, dated December 19,  1995, was filed with the
    Securities and Exchange  Commission in connection  with the announcement  of
    Warner-Lambert's  signing  of  a  letter of  intent  (i)  to  purchase Glaxo
    Wellcome plc's  interests  in  the  Warner-Wellcome  over-the-counter  joint
    venture  operations (formed in 1994 with  Wellcome plc) for a purchase price
    of $1.05  billion and  (ii) to  restructure Warner-Lambert's  joint  venture
    arrangements   with  Glaxo  Wellcome  to   market  Glaxo  Wellcome's  Rx  to
    over-the-counter switch  products,  which  will  include  Wellcome's  Rx  to
over-the-counter products.                                              

    Warner-Lambert  will furnish to  any holder of  its securities, upon request
and at a reasonable cost, copies of the Exhibits listed in Item 14.     

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WARNER-LAMBERT COMPANY AND CONSOLIDATED SUBSIDIARIES
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE 

To the Board of Directors and Shareholders of                                   
WARNER-LAMBERT COMPANY                                                      

     Our  audits of  the consolidated  financial statements  referred to  in our
report dated January 22, 1996 appearing on page 41 of the 1995 Annual Report  to
Shareholders  of Warner-Lambert Company (which report and consolidated financial
statements are incorporated  by reference in  this Annual Report  on Form  10-K)
also included an audit of the Financial Statement Schedule listed in Item 14(a)2
of  this Form 10-K.  In our opinion, this  Financial Statement Schedule presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.                 

                        PRICE WATERHOUSE LLP

4 Headquarters Plaza North                                                      
Morristown, New Jersey                                                          
January 22, 1996                                                                

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                                                                     SCHEDULE II

WARNER-LAMBERT COMPANY AND CONSOLIDATED SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS 
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

                                                        · Enlarge/Download Table

                                                                  ADDITIONS                                          
                                                    BALANCE AT    CHARGED TO    ADJUSTMENTS TO                BALANCE
                                                    BEGINNING     COSTS AND     SHAREHOLDERS'                 AT END 
                   DESCRIPTION                       OF YEAR       EXPENSES         EQUITY        DEDUCTIONS  OF YEAR
-------------------------------------------------   ----------    ----------    --------------    ----------  -------
                                                                           (DOLLARS IN MILLIONS)                     

                                                                                                                     
Year ended December 31, 1995:                                                                                        
     Allowance for doubtful accounts.............     $ 21.8        $  4.3          $   --          $  5.4     $20.7 
     Allowance for deferred tax assets (a).......       44.6            --              --             7.6      37.0 
     Unrealized fair market value adjustment for                                                                     
       'available for sale' securities (b).......        2.9            --           (11.2)             --      (8.3)
                                                    ----------    ----------       -------        ----------  -------
                                                      $ 69.3        $  4.3          $(11.2)         $ 13.0     $49.4 
                                                    ----------    ----------       -------        ----------  -------
                                                    ----------    ----------       -------        ----------  -------
Year ended December 31, 1994:                                                                                        
     Allowance for doubtful accounts.............     $ 20.5        $  4.4          $   --          $  3.1     $21.8 
     Allowance for deferred tax assets (c).......       61.9          14.9              --            32.2      44.6 
     Unrealized fair market value adjustment for                                                                     
       'available for sale' securities (b).......         --            --             2.9              --       2.9 
                                                    ----------    ----------       -------        ----------  -------
                                                      $ 82.4        $ 19.3          $  2.9          $ 35.3     $69.3 
                                                    ----------    ----------       -------        ----------  -------
                                                    ----------    ----------       -------        ----------  -------
Year ended December 31, 1993:                                                                                        
     Allowance for doubtful accounts.............     $ 18.6        $  2.9          $   --          $  1.0     $20.5 
     Allowance for deferred tax assets (d).......         --          61.9              --              --      61.9 
                                                    ----------    ----------       -------        ----------  -------
                                                      $ 18.6        $ 64.8          $   --          $  1.0     $82.4 
                                                    ----------    ----------       -------        ----------  -------
                                                    ----------    ----------       -------        ----------  -------

------------                                                                                                         
<FN>                                                                                                                 
 (a) Deductions in 1995 are due to improved profitability in European operations                                     
     which  resulted in the  realization of some  deferred tax assets associated                                     
     with the  1991 restructuring  (see Note  15 to  the consolidated  financial                                     
     statements).  Certain prior year amounts  have been reclassified to conform                                     
     with the current year presentation. As a result, $47.0 of the allowance for                                     
     deferred tax assets was netted against the related asset.                                                       

 (b) Reflects fair market value adjustments for 'available for sale'  securities                                     
     in  accordance with Statement of  Financial Accounting Standards (SFAS) No.                                     
     115, 'Accounting for Certain Investments in Debt and Equity Securities.'                                        

 (c) Additions in  1994 primarily  represent  valuation allowances  for  foreign                                     
     capital  loss  carryforwards.  Deductions  in  1994  are  primarily  due to                                     
     improved profitability in European operations which resulted in realization                                     
     of some of the deferred tax  assets associated with the 1991  restructuring                                     
     (see Note 15 to the consolidated financial statements).                                                         

 (d) The  addition of  $61.9 reflects  $45.0 for the  adoption of  SFAS No. 109,                                     
     'Accounting for Income Taxes,'  as of January 1,  1993, and $16.9 for  1993                                     
     additions.  Valuation  allowances  as  of January  1,  1993  of  $45.0 were                                     
     primarily related to the potential  inability to utilize foreign  operating                                     
     loss  carryforwards and the  inability to realize  some deferred tax assets                                     
     associated with the 1991  restructuring. During 1993, valuation  allowances                                     
     increased  $16.9  principally due  to  the potential  inability  to realize                                     
     deferred tax assets associated with the 1993 restructuring.                                                     

</FN>                                                                                                                

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SIGNATURES

     PURSUANT  TO  THE REQUIREMENTS  OF SECTION  13 OR  15(d) OF  THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.                       

                          WARNER-LAMBERT COMPANY
                        Registrant

Dated as of March 21, 1996              By      /s/ MELVIN R. GOODES            
                                           ...................................
                                        Melvin R. Goodes
                                         Chairman of the Board
                                         and Chief Executive Officer

     PURSUANT TO THE REQUIREMENTS OF THE  SECURITIES EXCHANGE ACT OF 1934,  THIS
REPORT  HAS  BEEN  SIGNED  BELOW  BY THE  FOLLOWING  PERSONS  ON  BEHALF  OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.                    

                                                                · Download Table
                                                                      
                   /s/ MELVIN R. GOODES                               
By    ................................................                
                      Melvin R. Goodes                                
                   Chairman of the Board                              
                and Chief Executive Officer                           
               (Principal Executive Officer)                          
                        and Director                                  

                   /s/ ERNEST J. LARINI                               
By    ................................................                
                      Ernest J. Larini                                
                  Vice President and Chief                            
                     Financial Officer                                
               (Principal Financial Officer)                          

                    /s/ JOSEPH E. LYNCH                               
By    ................................................                
                      Joseph E. Lynch                                 
               Vice President and Controller                          
               (Principal Accounting Officer)           March 21, 1996

                   /s/ B. CHARLES AMES                                
By    ................................................                
                 B. Charles Ames, Director                            

                   /s/ ROBERT N. BURT                                 
By    ................................................                
                  Robert N. Burt, Director                            

                    /s/ DONALD C. CLARK                               
By    ................................................                
                 Donald C. Clark, Director                            

                 /s/ LODEWIJK J. R. DE VINK                           
By    ................................................                
              Lodewijk J. R. de Vink, Director                        

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                                                                · Download Table
                                                                      
                    /s/ JOHN A. GEORGES                               
By    ................................................                
                 John A. Georges, Director                            

                   /s/ WILLIAM H. GRAY III                            
By    ................................................                
               William H. Gray III, Director                          

                   /s/ WILLIAM R. HOWELL                              
By    ................................................                
                William R. Howell, Director                           

                 /s/ LASALLE D. LEFFALL, JR.                          
By    ................................................                
          LaSalle D. Leffall, Jr., M.D., Director                     

                 /s/ PATRICIA SHONTZ LONGE                            
By    ................................................                
           Patricia Shontz Longe, Ph.D., Director       March 21, 1996

                     /s/ ALEX J. MANDL                                
By    ................................................                
                  Alex J. Mandl, Director                             

                   /s/ LAWRENCE G. RAWL                               
By    ................................................                
                 Lawrence G. Rawl, Director                           

                  /s/ MICHAEL I. SOVERN                               
By    ................................................                
                Michael I. Sovern, Director                           

                   /s/ JOSEPH D. WILLIAMS                             
By    ................................................                
                Joseph D. Williams, Director                          

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    STATEMENT OF DIFFERENCES
    ------------------------

The trademark symbol shall be expressed as 'tm'                                 
The registered trademark symbol shall be expressed as 'r'                       

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EXHIBIT INDEX 

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EXHIBIT                                                                                                           
NUMBER                            DESCRIPTION OF DOCUMENT                                                         
------                            -----------------------                                                         

                                                                                                                  
  (3)    Articles of Incorporation and By-Laws.                                                                   
         (a)   Restated Certificate of Incorporation of Warner-Lambert Company filed November 10, 1972, as amended
               to  April 24, 1990 (Incorporated by reference to Warner-Lambert's Current Report on Form 8-K, dated
               April 24, 1990 (File No. 1-3608)).                                                                 
         (b)   By-Laws of Warner-Lambert Company,  as amended to  October 25, 1988  (Incorporated by reference  to
               Warner-Lambert's  Quarterly Report on Form 10-Q for the  quarter ended September 30, 1988 (File No.
               1-3608)).                                                                                          
  (4)    Instruments defining the rights of security holders, including indentures.                               
         (a)   Rights Agreement,  dated  as  of  June  28,  1988,  and  amended  as  of  June  27,  1989,  between
               Warner-Lambert  Company and First Chicago Trust Company  of New York, as Rights Agent (Incorporated
               by reference  to Warner-Lambert's  Registration Statement  on Form  8-A, dated  June 28,  1988,  as
               amended by Form 8, dated July 5, 1989 (File No. 1-3608)).                                          
         (b)   Warner-Lambert  agrees to furnish to  the Commission, upon request, a  copy of each instrument with
               respect to  issues  of long-term  debt  of Warner-Lambert.  The  principal amount  of  debt  issues
               authorized under each such instrument does not exceed 10% of the total assets of Warner-Lambert.   
 (10)    Material contracts.                                                                                      
         (a)   Warner-Lambert  Company 1983 Stock  Option Plan, as  amended to November  26, 1991 (Incorporated by
               reference to Warner-Lambert's Form 10-K for the fiscal year ended December 31, 1991).              
         (b)   Warner-Lambert Company 1987 Stock  Option Plan, as  amended to November  26, 1991 (Incorporated  by
               reference to Warner-Lambert's Form 10-K for the fiscal year ended December 31, 1991).              
         (c)   Warner-Lambert  Company 1989 Stock Plan, as amended to November 26, 1991 (Incorporated by reference
               to Warner-Lambert's Form 10-K for the fiscal year ended December 31, 1991).                        
         (d)   Warner-Lambert Company 1992 Stock Plan, as amended to September 27, 1994 (Incorporated by reference
               to Warner-Lambert's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994).       
         (e)   Warner-Lambert Company Incentive Compensation Plan, as amended to September 27, 1994  (Incorporated
               by  reference to Warner-Lambert's Quarterly Report on Form 10-Q for the quarter ended September 30,
               1994).                                                                                             
         (f)   Warner-Lambert Company Supplemental Pension Income Plan, as amended to November 28, 1995.          
         (g)   Group Plan Participation by Non-employee  Directors (Incorporated by reference to  Warner-Lambert's
               Form 10-K for the fiscal year ended December 31, 1991).                                            
         (h)   Warner-Lambert  Company Directors'  Retirement Plan,  as amended to  June 1,  1995 (Incorporated by
               reference to Warner-Lambert's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995).  
         (i)   Warner-Lambert Excess Savings Plan, formerly  Warner-Lambert Supplemental Savings Plan, as  amended
               to October 1, 1994 (Incorporated by reference to Warner-Lambert's Quarterly Report on Form 10-Q for
               the quarter ended September 30, 1994).                                                             
         (j)   Warner-Lambert  Company Executive Severance Plan, as amended to September 27, 1994 (Incorporated by
               reference to Warner-Lambert's Quarterly  Report on Form  10-Q for the  quarter ended September  30,
               1994).                                                                                             
         (k)   Restricted  Stock Plan  for Directors  of Warner-Lambert  Company, as  amended to  January 28, 1992
               (Incorporated by reference to  Warner-Lambert's Form 10-K  for the fiscal  year ended December  31,
               1991).                                                                                             
         (l)   Employment  Agreement dated September 24, 1985 between Warner-Lambert Company and Melvin R. Goodes,
               Chairman of the Board and  Chief Executive Officer, as amended  to August 1, 1991 (Incorporated  by
               reference  to Warner-Lambert's Quarterly  Report on Form  10-Q for the  quarter ended September 30,
               1991).                                                                                             
         (m)   Employment Agreement effective as of August 1, 1991 between Warner-Lambert Company and Lodewijk  J.
               R.  de Vink, President and  Chief Operating Officer (Incorporated  by reference to Warner-Lambert's
               Quarterly Report on Form 10-Q for the quarter ended September 30, 1991).                           
         (n)   Consulting Agreement, dated as of September 1,  1991, between Warner-Lambert Company and Joseph  D.
               Williams,  Director (Incorporated by  reference to Warner-Lambert's  Form 10-K for  the fiscal year
               ended December 31, 1991).                                                                          

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EXHIBIT                                                                                                           
NUMBER                            DESCRIPTION OF DOCUMENT                                                         
------                            -----------------------                                                         

                                                                                                                  
         (o)   Consulting Arrangement between Warner-Lambert Company  and B. Charles Ames, Director  (Incorporated
               by reference to Warner-Lambert's Form 10-K for the fiscal year ended December 31, 1991).           
         (p)   Global  Principles Agreement,  dated as  of December 10,  1993, between  Warner-Lambert Company and
               Glaxo Holdings plc (Incorporated  by reference to  Warner-Lambert's Form 10-K  for the fiscal  year
               ended December 31, 1993).                                                                          
         (q)   Global  Principles Agreement, dated December 17,  1993, between Warner-Lambert Company and Wellcome
               plc (Incorporated by reference to Warner-Lambert's Form 10-K for the fiscal year ended December 31,
               1993).                                                                                             
 (12)    Computation of Ratio of Earnings to Fixed Charges.                                                       
 (13)    Copy of the Warner-Lambert Company Annual Report for the year ended December 31, 1995. Such report,      
         except for those portions thereof which are expressly incorporated by reference herein, is furnished     
         solely for the information of the Commission and is not to be deemed 'filed' as part of this filing.     
 (21)    Subsidiaries of the registrant.                                                                          
 (23)    Consent of Independent Accountants.                                                                      
 (27)    Financial Data Schedule (EDGAR filing only).                                                             

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10-K Filing		Date		First		Last			Other Filings
		1/28/92		19		26
		1/1/93		22
		12/10/93		19		27
		12/17/93		19		27
		12/31/93		19		27			10-K, 11-K
		9/27/94		19		26
		9/30/94		4		26			10-Q
		10/1/94		19		26
		12/31/94		18		22			10-K, 11-K
		6/1/95		19		26
		6/8/95		7
		6/30/95		19		26			10-Q
		9/22/95		8
		10/31/95		8
		11/28/95		10		26
		12/18/95		3
		12/19/95		4		20			8-K
For The Period Ended		12/31/95		1		27			11-K
		1/22/96		16		21
		2/22/96		1
		3/1/96		12
Filed On / Filed As Of		3/21/96		23		24
		4/23/96		1		17			8-K, DEF 14A
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