Pfizer Inc – ‘424B2’ on 5/15/01

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Prospectus   —   Rule 424(b)(2)
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Document/Exhibit                   Description                      Pages   Size 

 1: 424B2       Prospectus Supplement                                 40    178K 

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                                              RULE NO. 424(b)(2)
                                                      REGISTRATION NO. 333-48382

PROSPECTUS SUPPLEMENT                                                           
(To prospectus dated October 31, 2000)                                          

YEN 60,000,000,000

PFIZER INC. 

.80% Notes Due 2008 

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

  The Notes will bear interest at .80% per year and will mature on March
18, 2008. Interest on the Notes is payable on March 18 and September 18 of each 
year, beginning on September 18, 2001. The Notes are unsecured and will rank    
equally with all of our other unsecured and unsubordinated debt. We may not     
redeem the Notes prior to maturity unless certain events occur involving        
changes in United States taxation, as described in this prospectus supplement.  

     We have applied to have the notes listed on the Luxembourg Stock Exchange
in accordance with the rules thereof.                                           

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

                                                                [Download Table]

                                                   Per Note        Total       
                                                   --------        -----       
                                                                               
Public offering price (1).........................  99.742% (Yen)59,845,200,000
Underwriting discount.............................     .30%    (Yen)180,000,000
Proceeds, before expenses, to Company.............  99.442% (Yen)59,665,200,000

(1) Plus accrued interest from May 18, 2001, if settlement occurs after 
that date                                                               

Neither the United States Securities and Exchange Commission nor any
state securities commission has approved or disapproved of these securities or  
passed upon the adequacy or accuracy of this prospectus supplement or the       
accompanying prospectus. Any representation to the contrary is a criminal       
offense.                                                                        

    The notes will be ready for delivery in book entry form only through The
Depository Trust Company, Clearstream, Luxembourg or the Euroclear system, as   
the case may be, on or about May 18, 2001.                                      

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

Merrill Lynch International                           Morgan Stanley Dean Witter

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

  Lehman Brothers Nikko Salomon Smith Barney Europe Tokyo-Mitsubishi
International plc                               

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

The date of this prospectus supplement is May 11, 2001. 

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TABLE OF CONTENTS 

Prospectus Supplement 

                                                                [Download Table]

                                                                            Page
                                                                            ----
                                                                                
Disclosure Notice: Forward Looking Information.............................  S-3
Where You Can Find More Information........................................  S-3
Pfizer Inc.................................................................  S-4
Use of Proceeds............................................................  S-4
Capitalization.............................................................  S-5
Ratios of Earnings to Fixed Charges........................................  S-6
Selected Financial Data....................................................  S-6
Management.................................................................  S-7
Currency Conversion and Foreign Exchange Risks.............................  S-8
Description of Notes....................................................... S-10
United States Taxation..................................................... S-18
Underwriting............................................................... S-23
Offering Restrictions...................................................... S-24
Legal Matters.............................................................. S-25
Listing and General Information............................................ S-26

                                   Prospectus                                   
Where You Can Find More Information........................................    2
The Company................................................................    3
Ratio of Earnings to Fixed Charges.........................................    3
Use of Proceeds............................................................    3
Description of Debt Securities.............................................    3
Plan of Distribution.......................................................    9
Validity of Debt Securities................................................   11
Experts....................................................................   11

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

You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We     
have not authorized anyone to provide you with information different from that  
contained in this prospectus supplement and the accompanying prospectus. We are 
offering to sell Notes and seeking offers to buy Notes, only in jurisdictions   
where offers and sales are permitted. The information contained in this         
prospectus supplement and the accompanying prospectus is accurate only as of    
the date of this prospectus supplement and the date of the accompanying         
prospectus, regardless of the time of delivery of this prospectus supplement    
and the accompanying prospectus or any sale of the Notes.                       

 The Notes are offered globally for sale in those jurisdictions in the
United States, Canada, Europe, Asia and elsewhere where it is lawful to make    
such offers. See "Underwriting."                                                

This prospectus supplement and the accompanying prospectus include  
particulars given in compliance with the rules governing the listing of         
securities on the Luxembourg Stock Exchange for the purpose of giving           
information with regard to Pfizer Inc. We accept full responsibility for the    
accuracy of the information contained in this prospectus supplement and the     
accompanying prospectus and confirm, having made all reasonable inquiries, that 
to the best of our knowledge and belief, there are no other facts the omission  
of which would make any statement herein or in the prospectus misleading in any 
material respect.                                                               

     We cannot guarantee that listing will be obtained on the Luxembourg Stock
Exchange. Inquiries regarding our listing status on the Luxembourg Stock        
Exchange should be directed to our Luxembourg listing agent, Chase Manhattan    
Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg Grund.                   

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The distribution of this prospectus supplement and the accompanying 
prospectus and the offering of the Notes in certain jurisdictions may be        
restricted by law. Persons into whose possession this prospectus supplement and 
the accompanying prospectus come should inform themselves about and observe     
these restrictions. This prospectus supplement and the accompanying prospectus  
do not constitute, and may not be used in connection with an offer or           
solicitation by anyone in any jurisdiction in which such offer or solicitation  
is not authorized or in which the person making such offer or solicitation is   
not qualified to do so or to any person to whom it is unlawful to make such     
offer or solicitation. See "Underwriting."                                      

    References herein to "$" and "dollars" are to the currency of the United
States. References to "(Yen)" and "yen" are to the currency of Japan. The       
financial information presented in this Prospectus Supplement has been prepared 
in accordance with Generally Accepted Accounting Principles in the United       
States.                                                                         

DISCLOSURE NOTICE: FORWARD LOOKING INFORMATION

The information contained in this prospectus supplement and the     
accompanying prospectus is accurate only as of the date hereof, and we assume   
no duty to update any forward-looking statements contained in this document as  
a result of new information or future events or developments.                   

This prospectus supplement and accompanying prospectus contain or   
incorporate forward-looking statements within the meaning of the securities     
laws about our financial results and estimates, business prospects and products 
in research that involve substantial risks and uncertainties. You can identify  
these statements by the fact that they use words such as "anticipate,"          
"estimate," "expect," "project," "intend," "plan," "believe," and other words   
and terms of similar meaning in connection with any discussion of future        
operating or financial performance. Among the factors that could cause actual   
results to differ materially are the following: the success of research and     
development activities and the speed with which regulatory authorizations and   
product launches may be achieved; competitive developments affecting our        
current growth products; our ability to successfully market both new and        
existing products domestically and internationally; difficulties or delays in   
manufacturing; trade buying patterns; our ability to meet generic and branded   
competition after the expiration of our patents; trends toward managed care and 
health care cost containment; possible U.S. legislation affecting               
pharmaceutical pricing and reimbursement or Medicare; exposure to product       
liability and other types of lawsuits, contingencies relating to actual or      
alleged environmental contamination; our ability to protect our intellectual    
property both domestically and internationally; interest rate and foreign       
currency exchange rate fluctuations; governmental laws and regulations          
affecting domestic and foreign operations, including tax obligations, general   
changes in generally accepted accounting principles; and growth in costs and    
expenses, changes in our product mix and the impact of acquisitions,            
divestitures, restructurings, product withdrawals and other unusual items. A    
further list and description of these risks, uncertainties and other matters    
can be found in our Annual Report on Form 10-K for the fiscal year ended        
December 31, 2000, and in our periodic reports on Forms 10-Q and 8-K (if any).  

WHERE YOU CAN FIND MORE INFORMATION 

     We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the  
Internet at the SEC's web site at http.//www.sec.gov. You may also read and     
copy any document we file at the SEC's public reference room in Washington,     
D.C. Please call the SEC at 1-800-SEC-0330 for further information on the       
public reference room. You can also find information about us by visiting our   
website at www.pfizer.com.                                                      

 The SEC allows us to incorporate by reference the information we file
with them, which means that we can disclose important information to you by     
referring you to those documents. The information incorporated by reference is  
considered to be part of this prospectus, and information that we file later    
with the SEC will automatically update and supersede this information. We       
incorporate by reference the documents                                          

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listed below and any future filings made with the SEC under Sections 13(a),     
13(c), 14, or 15(d) of the Securities Exchange Act of 1934, until we complete   
our offering of the Notes:                                                      

.  Annual report on Form 10-K for the year ended December 31, 2000; and 

.  Current reports on Form 8-K filed on January 24, 2001, January 30,   
2001, and February 2, 2001.                                       

You may request a copy of these filings at no cost, by writing or     
telephoning us at the following address:                                        

Corporate Secretary                                                 
Pfizer Inc.                                                         
235 East 42nd Street                                                
New York, NY 10017                                                  
(212) 573-2323                                                      

PFIZER INC. 

We are a research-based global pharmaceutical company. We discover,   
develop, manufacture and market innovative medicines for humans and animals.    

We operate in two business segments:                                  

Pharmaceutical, which includes our human pharmaceutical, animal health
and capsule businesses; and                                                     

Consumer Products, which includes our consumer healthcare products,   
confectionery products, shaving products and our ornamental fish food and fish  
care products.                                                                  

All references to us in this prospectus include Pfizer Inc. and its   
subsidiaries, unless the context clearly indicates otherwise.                   

  Our financial information described in this prospectus has been restated
to reflect our merger with Warner-Lambert Company, which was completed on June  
19, 2000.                                                                       

  Our principal executive offices are located at 235 East 42nd Street, New
York, NY 10017 and our telephone number is (212) 573-2323.                      

USE OF PROCEEDS 

 We will use the net proceeds before expenses from the sale of the Notes
of approximately (Yen)59,665,200,000 for general corporate purposes, including  
the reduction of U.S. short-term borrowings. As of May 8, 2001, we had          
approximately $2,617,000,000 of U.S. short-term borrowings outstanding with an  
average interest rate of 4.73%. We may temporarily invest funds that are not    
immediately needed for these purposes in short-term marketable securities.      

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CAPITALIZATION

    The following table sets forth the consolidated capitalization of Pfizer
at April 1, 2001, and as adjusted to give effect to the issuance of the Notes   
offered hereby and the application of the net proceeds therefrom as if the      
offering occurred on April 1, 2001.                                             

Pfizer Inc. And Subsidiary Companies

                                                                [Download Table]

                                                          At April 1, 2001      
                                                      --------------------------
                                                                           As   
                                                      Actual   Offering Adjusted
                                                      -------  -------- --------
                                                        (millions of dollars)   
                                                                                
Cash and cash equivalents............................ $ 1,176             1,176 
                                                      =======            ====== 
Short-term borrowings (including current                                        
 portion of long-term debt)(2)....................... $ 3,963    (486)    3,477 
Long-term debt:                                                                 
  Floating rate unsecured notes......................     361               361 
  5.625% notes.......................................     750               750 
  5.8% notes.........................................     250               250 
  6% notes...........................................     250               250 
  6.6% notes.........................................     200               200 
  Yen denominated notes..............................       0     489       489 
  Other borrowings and mortgages.....................      77                77 
                                                      -------    ----    ------ 
    Total long-term debt.............................   1,888     489     2,377 
                                                      -------    ----    ------ 
    Total indebtedness...............................   5,851       3     5,854 
Shareholders' equity:                                                           
  Preferred stock....................................       0                 0 
  Common stock.......................................     338               338 
  Additional-paid-in capital.........................   8,355             8,355 
  Retained earnings(1)...............................  21,444      (2)   21,442 
  Accumulated other comprehensive income.............  (1,491)           (1,491)
  Employee benefit trust.............................  (2,705)           (2,705)
  Treasury stock, at cost............................  (8,193)           (8,193)
                                                      -------    ----    ------ 
    Total shareholders' equity.......................  17,748      (2)   17,746 
                                                      -------    ----    ------ 
Total capitalization................................. $23,599       1    23,600 
                                                      =======    ====    ====== 

--------                                                                        
(1) Represents the underwriting costs                                           
(2) Represents the net proceeds to Pfizer after deductions for the original     
issue discount and underwriting costs                                   

    There has been no material change to the consolidated capitalization and
indebtedness of Pfizer since April 1, 2001 to the date of this document.        

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RATIOS OF EARNINGS TO FIXED CHARGES 

    Our consolidated ratio of earnings to fixed charges for the three months
ended April 1, 2001 and for each of the fiscal years ended December 31, 1996    
through 2000 is set forth below. For the purpose of computing these ratios,     
"earnings" consist of income from continuing operations before provision for    
taxes on income and minority interests less minority interests and less         
undistributed earnings (losses) of unconsolidated subsidiaries adjusted for     
fixed charges, excluding capitalized interest. "Fixed charges" consist of       
interest expense, amortization of debt discount and expenses, capitalized       
interest and one-third of rental expense which we believe to be a conservative  
estimate of an interest factor in our leases. It is not practicable to          
calculate the interest factor in a material portion of our leases. The ratio    
was calculated by dividing the sum of the fixed charges into the sum of the     
earnings before taxes and fixed charges.                                        

                                                                [Download Table]

                                          (Unaudited)                          
                                          Three Months                         
                                             Ended      Year Ended December 31 
                                            April 1,   ------------------------
                                              2001     2000 1999 1998 1997 1996
                                          ------------ ---- ---- ---- ---- ----
                                                                               
Ratio of earnings to fixed charges.......     24.5     11.6 14.7 13.1 10.9 10.1

SELECTED FINANCIAL DATA 

Pfizer Inc. and Subsidiary Companies

                                                        [Enlarge/Download Table]

                          Three Months Ended       Year Ended December 31,               
                         -------------------- -------------------------------------------
                          April 1,   April 2,                                            
                            2001       2000    2000   1999      1998      1997      1996 
                         ----------- -------- ------ ------    ------    ------    ------
                              (millions of dollars, except per share data)               
                                                                                         
Operating Data:                                                                          
Revenues................   $ 7,645    7,161   29,574 27,376    23,231    18,975    16,957
Income/(loss) from                                                                       
 continuing operations..     1,930     (204)   3,718  4,972     3,232     2,888     2,489
Income/(loss) from                                                                       
 continuing operations                                                                   
 per common share:                                                                       
 Basic..................       .31     (.03)     .60    .81       .53       .48       .41
 Diluted................       .30     (.03)     .59    .79       .51       .46       .40
Cash dividends paid per                                                                  
 common share...........       .11      .09      .36   .30 2/3   .25 1/3   .22 2/3    .20

                                                       At December 31,                   
                         At April 1,          -------------------------------------------
                            2001               2000   1999      1998      1997      1996 
                         -----------          ------ ------    ------    ------    ------
                                                                                         
Balance Sheet Data:                                                                      
Total assets............   $35,146            33,510 31,372    27,227    22,964    21,429
Long-term debt..........     1,888             1,123  1,774     1,794     2,561     2,402

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MANAGEMENT

Board of Directors                                                              

 The composition of Pfizer's Board of Directors as at the date of this
prospectus supplement was:                                                      

                                                                [Download Table]

Name                                  Principal activities outside of Pfizer  
----                                  --------------------------------------  
                                                                              
Michael S. Brown.................  Distinguished Chair in Biomedical Sciences 
                                   and Regental Professor at the University of
                                   Texas Southwestern Medical Center at Dallas
M. Anthony Burns.................  Chairman of the Board and Chief Executive  
                                   Officer of Ryder Systems, Inc.             
Robert N. Burt...................  Chairman of the Board and Chief Executive  
                                   Officer of FMC Corporation                 
W. Don Cornwell..................  Chairman of the Board and Chief Executive  
                                   Officer Of Granite Broadcasting Corporation
William H. Gray III..............  President and Chief Executive Officer of   
                                   The College Fund/UNCF                      
Constance J. Horner..............  Guest Scholar at The Brookings Institute   
William R. Howell................  Chairman Emeritus of J.C. Penney Company,  
                                   Inc.                                       
Stanley O. Ikenberry.............  President of the American Council on       
                                   Education                                  
Harry P. Kamen...................  Former Chairman of the Board and Chief     
                                   Executive Officer of Metropolitan Life     
                                   Insurance Company                          
George A. Lorch..................  Chairman Emeritus of Armstrong Holdings,   
                                   Inc.                                       
Alex J. Mandl....................  Former Chairman of the Board and Chief     
                                   Executive Officer of Teligent, Inc.        
Henry A. McKinnell...............  Chairman, Chief Executive Officer and      
                                   President of Pfizer Inc.                   
Dana G. Mead.....................  Retired Chairman and Chief Executive       
                                   Officer of Tenneco Inc.                    
John F. Niblack..................  Vice Chairman of Pfizer Inc.               
Franklin D. Raines...............  Chairman and Chief Executive Officer of    
                                   Fannie Mae                                 
Ruth J. Simmons..................  President of Smith College                 
Michael I. Sovern................  Chairman of the Board of Sotheby's         
                                   Holdings, Inc.                             
William C. Steere, Jr............  Chairman Emeritus of Pfizer Inc.           
Jean-Paul Valles.................  Chairman of Mineral Technologies Inc.      

    The business address of each director is 235 East 42nd Street, New York,
New York 10017.                                                                 

Members of the Pfizer Inc. Leadership Team (at May 1, 2001)                     

C.L. Clemente                                                                   
Karen L. Katen                                                                  
Henry A. McKinnell (1)                                                          
Paul S. Miller                                                                  
John F. Niblack (1)                                                             
Robert W. Norton                                                                
David L. Shedlarz                                                               
--------                                                                        
(1)  Member of the Board of Directors                                           

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CURRENCY CONVERSION AND FOREIGN EXCHANGE RISKS

Currency Conversions/Payments on the Notes                                      

    Initial investors will be required to pay for the Notes in Japanese Yen.
Merrill Lynch International, as representative of the underwriters (the         
Representative), will arrange for the conversion of U.S. dollars into Yen to    
facilitate payment for the Notes by U.S. purchasers. Each conversion will be    
made by the Representative on the terms and subject to the conditions,          
limitations and charges as the Representative may from time to time establish   
in accordance with its regular foreign exchange practices, and subject to       
United States laws and regulations. All costs of conversion will be borne by    
investors in the Notes.                                                         

  Principal and interest payments in respect of the Notes are payable by
Pfizer Inc. in Yen, but holders of beneficial interests in Global Notes (as     
defined below under "Description of the Notes") held through The Depository     
Trust Company (also known as DTC), other than Euroclear and Clearstream will    
receive payments in U.S. dollars unless they elect to receive payments in Yen.  
If a holder through DTC has not made such an election, payments to the holder   
will be converted to U.S. dollars by the exchange agent (as defined below under 
"Description of the Notes"). All costs of conversion will be borne by the       
holder by deduction from the payments. The U.S. dollar amount of any payment in 
respect of principal or interest received by a holder not electing payment in   
Yen will be the amount of Yen otherwise payable exchanged into U.S. dollars at  
the (Yen)/U.S.$ rate of exchange prevailing as at 11:00 a.m. (New York City     
time) on the day which is two Business Days (as defined below) prior to         
relevant payment date, less any costs incurred by the exchange agent for the    
conversion (to be shared pro rata among the holders of beneficial interests in  
the Global Notes accepting U.S. dollar payments in the proportion of their      
respective holdings), all in accordance with the indenture and the Notes (as    
defined below under "Description of the Notes").                                

If an exchange rate bid quotation is not available, the trustee will
obtain a bid quotation from a leading foreign exchange bank in The City of New  
York, which may be the trustee, selected by the trustee for that purpose after  
consultation with Pfizer. If no bid quotation from a leading foreign exchange   
bank is available, payment will be in Yen to the account or accounts specified  
by DTC to the trustee unless Yen is unavailable due to the imposition of        
exchange controls or other circumstances beyond our control. If payment in      
respect of a Note is required to be made in a currency other than U.S. dollars  
and such currency is unavailable to Pfizer due to the imposition of exchange    
controls or other circumstances beyond Pfizer's control or is no longer used by 
the government of the relevant country or for the settlement of transactions by 
public institutions of or within the international banking community, then all  
payments in respect of such Note will be made in U.S. dollars until such        
currency is again available to Pfizer or so used. The amount payable on any     
date in such currency will be converted into U.S. dollars on the basis of the   
most recently available market exchange rate for such currency. Any payment in  
respect of such Note so made in U.S. dollars will not constitute an event of    
default under the indenture.                                                    

  The holder of a beneficial interest in the Global Notes held through a
participant of DTC (other than Euroclear or Clearstream) may elect to receive   
payment or payments under a Global Notes in Yen by notifying the DTC            
Participant (as defined below under "Description of the Notes") through which   
its Notes are held on or prior to the applicable Record Date (as defined below) 
of (1) the investor's election to receive all or a portion of the payment in    
Yen, and (2) wire transfer instructions to a Japanese Yen account located in    
Japan. DTC must be notified of an election and wire transfer instructions (1)   
on or prior to the third New York Business Day (as defined below) after the     
Record Date for any payment of interest and (2) on or prior to the fifth New    
York Business Day prior to the date for any payment of principal. DTC will      
notify the trustee of an election and wire transfer instructions (1) on or      
prior to 5:00 p.m. New York City time on the fifth New York Business Day after  
the Record Date for any payment of interest, and (2) on or prior 5:00 p.m. New  
York City time on the third New York Business Day prior to the date for any     
payment of principal. If complete instructions are forwarded to and received by 
DTC through DTC Participants and forwarded by DTC to the trustee and received   
on or prior to such dates, such investor will receive payment in Yen outside    
DTC; otherwise, only U.S. dollar payments will be made by the trustee to DTC.   
All costs of conversion will be borne by holders of beneficial interests in the 
Global Notes receiving U.S. dollars by deduction from those payments.           

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The term "Business Day" means any day on which commercial banks and 
foreign exchange markets settle payments in The City of New York, Tokyo and     
London.                                                                         

   The term "New York Business Day" means any day other than a Saturday or
Sunday or a day on which banking institutions in The City of New York are       
authorized or required by law or executive order to close.                      

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The term "Record Date" means each March 3 and September 3.          

 Investors will be subject to foreign exchange risks as to payments of
principal and interest that may have important economic and tax consequences to 
them. See "--Foreign Exchange Risks" below.                                     

    As of May 11, 2001, the (Yen)/U.S.$ rate of exchange was 122.645/U.S.$1.

Foreign Exchange Risk                                                           

    An investment in the Notes which are denominated in, and all payments in
respect of which are to be made in, a currency other than the currency of the   
country in which the purchasers is resident or the currency in which the        
purchaser conducts its business or activities (the home currency), entails      
significant risks not associated with a similar investment in a security        
denominated in the home currency. These include the possibility of:             

.  significant changes in rates of exchange between the home currency   
and the Yen, and                                                  

.  the imposition or modification of foreign exchange controls with     
respect to the Yen.                                               

    We have no control over a number of factors affecting this type of note,
including economic, financial and political events that are important in        
determining the existence, magnitude and longevity of these risks and their     
results. In recent years, rates of exchange for certain currencies, including   
the Yen, have been highly volatile and this volatility may be expected to       
continue in the future. Fluctuations in any particular exchange rate that have  
occurred in the past are not necessarily indicative of fluctuations in the rate 
that may occur during the term of the Notes. Depreciation of the Yen against    
the home currency could results in a decrease in the effective yield of the     
Notes below the coupon rate, and in certain circumstances, could result in a    
loss to you on a home currency basis.                                           

This description of foreign currency risks does not describe all the
risks of an investment in securities denominated in a currency other than the   
home currency. You should consult your own financial and legal advisors as to   
the risks involved in a investment in the Notes.                                

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DESCRIPTION OF NOTES

     The Notes will be issued as a separate series of debt securities under an
indenture dated as of January 30, 2001 between Pfizer Inc. and The Chase        
Manhattan Bank, as trustee. The Chase Manhattan Bank will act as trustee and    
exchange agent for the Notes. The following description is a summary of         
selected portions of the indenture. It does not restate the indenture because   
it, and not this description, defines your rights as a holder of the Notes.     

Principal, Maturity And Interest                                                

   The Notes will be a separate series of debt securities issued under the
indenture and will initially be limited to (Yen)60,000,000,000 aggregate        
principal amount. The Notes will mature on March 18, 2008. We will issue the    
Notes in denominations of (Yen)1,000,000 and integral multiples of              
(Yen)1,000,000. Interest on the Notes will accrue at the annual rate of .80%.   
Interest will accrue from and including May 18, 2001, and is payable on March   
18 and September 18 of each year, commencing September 18, 2001. We will make   
each interest payment to the holders of record of Notes at the close of         
business on the next preceding March 3 or September 3. Whenever it is necessary 
to compute any amount of accrued interest in respect of the Notes for a period  
of less than one year, other than with respect to regular semiannual interest   
payments, interest will be calculated on the basis of the actual number of days 
in the period and a year of 365 days. Unless previously redeemed, repurchased   
or cancelled as provided below, the Notes will mature at par on March 18, 2008. 

  If a date for payment of principal or interest on the Notes falls on a
day that is not a Business Day, the related payment of principal, premium, if   
any, or interest will be made on the next succeeding Business day as if made on 
the date the payment was due. No interest will accrue on any amounts payable    
for the period from and after the date for payment of principal or interest on  
the Notes. For these purposes, "Business Day" means any day which is a day on   
which commercial banks and foreign exchange markets settle payments and are     
open for general business (including dealings in foreign exchange and foreign   
currency deposits) in: (a) the relevant place of payment; and (b) The City of   
New York, Tokyo and London.                                                     

    The Notes are not subject to redemption prior to maturity unless certain
events occur involving United States taxation. If any of these special tax      
events do occur, the Notes will be redeemed at a redemption price of 100% of    
their principal amount plus accrued and unpaid interest to the date of          
redemption. See "Description of Notes--Redemption for Tax Reasons." The Notes   
will be subject to defeasance and covenant defeasance as provided in            
"Description of the Debt Securities--Defeasance" in the accompanying            
Prospectus.                                                                     

Ranking                                                                         

   The Notes will be unsecured general obligations of Pfizer and will rank
equally with all other unsecured and unsubordinated indebtedness of Pfizer from 
time to time outstanding.                                                       

Further Issues                                                                  

     Pfizer may, without the consent of the holders of Notes, issue additional
notes having the same ranking and the same interest rate, maturity and other    
terms as the Notes. Any additional notes having such similar terms, together    
with the Notes, will constitute a single series of notes under the indenture.   
No additional notes of this series may be issued if an event of default has     
occurred with respect to the Notes. Pfizer will not issue any additional notes  
intended to form a single series with the Notes unless the further notes will   
be fungible with all notes of the same series for U.S. Federal income tax       
purposes.                                                                       

Notices                                                                         

 Notices to Holders of the Notes will be published in authorized daily
newspapers in The City of New York, in London, and, so long as the Notes are    
listed on the Luxembourg Stock Exchange, in Luxembourg. It is expected that     
publication will be made in The City of New York in The Wall Street Journal, in 
London in the                                                                   

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Financial Times, and in Luxembourg in the Luxemburger Wort. Any notice given    
pursuant to these provisions will be deemed to have been given on the date of   
publication or, if published more than once, on the date first published.       

Replacement Notes                                                               

     In case of mutilation, destruction, loss or theft of any definitive Note,
application for replacement is to be made at the office of the trustee. Any     
definitive Note will be replaced by the trustee in compliance with the          
procedures, and on the terms as to evidence any indemnity, as we and the        
trustee may require and subject to applicable laws and regulations of the       
Luxembourg Stock Exchange. All costs incurred in connection with the            
replacement of any definitive Note will be borne by the holder of the Note.     
Mutilated or defaced definitive Notes must be surrendered before new ones will  
be issued.                                                                      

Payments Of Additional Amounts                                                  

   We will, subject to the exceptions and limitations set forth below, pay
as additional interest on the Notes such additional amounts as are necessary in 
order that the net payment by us or a paying agent of the principal of and      
interest on the Notes to a holder who is not a United States person (as defined 
below), after deduction for any present or future tax, assessment or other      
governmental charge of the United States or a political subdivision or taxing   
authority of or in the United States, imposed by withholding with respect to    
the payment, will not be less than the amount provided in the Notes to be then  
due and payable; provided, however, that the foregoing obligation to pay        
additional amounts shall not apply:                                             

   (1) to any tax, assessment or other governmental charge that is
imposed or withheld solely by reason of the holder, or a fiduciary,     
settlor, beneficiary, member or shareholder of the holder if the holder 
is an estate, trust, partnership or corporation, or a person holding a  
power over an estate or trust administered by a fiduciary holder, being 
considered as:                                                          

      (a) being or having been present or engaged in a trade or business
in the United States or having had a permanent establishment in the     
United States;                                                          

(b) having a current or former relationship with the United 
States, including a relationship as a citizen or resident of the United 
States;                                                                 

   (c) being or having been a foreign or domestic personal holding
company, a passive foreign investment company or a controlled foreign   
corporation with respect to the United States or a corporation that has 
accumulated earnings to avoid United States federal income tax;         

(d) being or having been a "10-percent shareholder" of us as
defined in section 871(h)(3) of the United States Internal Revenue Code 
or any successor provision; or                                          

      (e) being a bank receiving payments on an extension of credit made
pursuant to a loan agreement entered into the ordinary course of its    
trade or business;                                                      

  (2) to any holder that is not the sole beneficial owner of the
Notes, or a portion of the Notes, or that is a fiduciary or partnership,
but only to the extent that a beneficiary or settlor with respect to the
fiduciary, a beneficial owner or member of the partnership would not    
have been entitled to the payment of an additional amount had the       
beneficiary, settlor, beneficial owner or member received directly its  
beneficial or distributive share of the payment;                        

   (3) to any tax, assessment or other governmental charge that is
imposed or otherwise withheld solely by reason of a failure of the      
holder or any other person to comply with certification, identification 
or information reporting requirements concerning the nationality,       
residence, identity or connection with the United States of the holder  
or beneficial owner of the Notes, if compliance is required by statute, 
by regulation of the United States Treasury Department or by an         
applicable income                                                       

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tax treaty to which the United States is a party as a precondition to   
exemption from such tax, assessment or other governmental charge;       

   (4) to any tax, assessment or other governmental charge that is
imposed otherwise than by withholding by us or a paying agent from the  
payment;                                                                

   (5) to any tax, assessment or other governmental charge that is
imposed or withheld solely by reason of a change in law, regulation, or 
administrative or judicial interpretation that becomes effective more   
than 15 days after the payment becomes due or is duly provided for,     
whichever occurs later;                                                 

  (6) to any estate, inheritance, gift, sales, excise, transfer,
wealth or personal property tax or similar tax, assessment or other     
governmental charge;                                                    

   (7) in the case of any combination of items (1), (2), (3), (4),
(5) and (6).                                                            

 The Notes are subject in all cases to any tax, fiscal or other law or
regulation or administrative or judicial interpretation applicable to the       
Notes. Except as specifically provided under this heading "--Payments of        
Additional Amounts" and under the heading "--Redemption for Tax Reasons," we    
will not be required to make any payment for any tax, assessment or other       
governmental charge imposed by any government or a political subdivision or     
taxing authority of or in any government or political subdivision.              

We will not pay additional amounts on any Note                      

.  where withholding or deduction is imposed on a payment to an         
  individual and is required to be made pursuant to any European Union
  Directive on the taxation of savings implementing the conclusions of
the ECOFIN Council meeting of November 26 and 27, 2000 or any law 
   implementing or complying with, or introduced in order to conform to,
that Directive, or                                                

.  presented for payment by or on behalf of a beneficial owner who would
have been able to avoid the withholding or deduction by presenting
   the relevant global note to another paying agent in a Member State of
the EU.                                                           

The European Union is currently considering a proposal for a new    
directive regarding the taxation of savings income. Subject to a number of      
important conditions being met, it is proposed that Member States will be       
required to provide to the tax authorities of another Member State details of   
payments of interest or other similar income paid by a person within its        
jurisdiction to an individual resident in that other Member State, subject to   
the right of certain Member States to opt instead for a withholding system for  
a transitional period in relation to these payments.                            

   As used under this heading "--Payments of Additional Amounts" and under
the heading "--Redemption for Tax Reasons", the term "United States" means the  
United States of America (including the states and the District of Columbia)    
and its territories, possessions and other areas subject to its jurisdiction,   
"United States person" means any individual who is a citizen or resident of the 
United States, a corporation, partnership or other entity created or organized  
in or under the laws of the United States, any state of the United States or    
the District of Columbia (other than a partnership that is not treated as a     
United States person under any applicable Treasury regulations), or any estate  
or trust the income of which is subject to United States federal income         
taxation regardless of its source.                                              

Redemption For Tax Reasons                                                      

If, as a result of any change in, or amendment to, the laws (or any 
regulations or rulings promulgated under the laws) of the United States (or any 
political subdivision or taxing authority of or in the United States), or any   
change in, or amendments to, an official position regarding the application or  
interpretation of such laws, regulations or rulings, which change or amendment  
is announced or becomes effective on or after the date of this Prospectus       
Supplement, we become or, based upon a written opinion of independent counsel   
selected by us, will become obligated to pay additional amounts as described    
herein under the heading                                                        

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"--Payments of Additional Amounts" with respect to the Notes, then we may at    
our option redeem, in whole, but not in part, the Notes on not less than 30 nor 
more than 60 days prior notice, at a redemption price equal to 100% of their    
principal amount, together with interest accrued but unpaid on those Notes to   
the date fixed for redemption.                                                  

Global Clearance And Settlement                                                 

  The Notes will be issued in the form of two or more global notes, (the
"Global Notes") in fully registered form, without coupons, one or more of which 
(the "DTC Global Notes") will be deposited on or about May 18, 2001 (the        
"Closing Date") with The Chase Manhattan Bank as custodian for, and registered  
in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC")    
and one of which (the "International Global Note") will be deposited on the     
Closing Date with The Chase Manhattan Bank, and registered in the name of Chase 
Nominees Limited as nominee for, The Chase Manhattan Bank, London office, as    
common depositary for, and in respect of interests held through, Euroclear      
Bank, as operator of the Euroclear System ("Euroclear") and Clearstream         
Banking, societe anonyme ("Clearstream"). Except as described herein,           
certificates will not be issued in exchange for beneficial interests in the     
Global Notes.                                                                   

    Except as set forth below, the Global Notes may be transferred, in whole
and not in part, only to DTC, Euroclear or Clearstream or their respective      
nominees.                                                                       

Beneficial interests in the Global Notes will be represented, and   
transfers of such beneficial interests will be effected, through accounts of    
financial institutions acting on behalf of beneficial owners as direct or       
indirect participants in DTC, Euroclear or Clearstream. Those beneficial        
interests will be in denominations of (Yen)1,000,000 and integral multiples in  
excess thereof. Investors may hold Notes directly through DTC, Euroclear or     
Clearstream, if they are participants in such systems, or indirectly through    
organizations that are participants in such systems.                            

   Except as provided below, under "Definitive Notes", owner of beneficial
interests in the Global Notes will not be entitled to have Notes registered in  
their names, and will not receive or be entitled to receive physical delivery   
of Notes in definitive form. Except as provided below, beneficial owners will   
not be considered the owners or holders of the Notes under the indenture,       
including for purposes of receiving any reports delivered by Pfizer or the      
trustee pursuant to the indenture. Accordingly, each beneficial owner must rely 
on the procedures of the clearing systems and, if such person is not a          
participant of the clearing systems, on the procedures of the participant       
through which such person owns its interest, to exercise any rights of a holder 
under the indenture. Pfizer understands that, under existing industry           
practices, if Pfizer requests any action of holders or a beneficial owner       
desires to give or take any action which a holder is entitled to give or take   
under the indenture, the clearing systems would authorize their participants    
holding the relevant beneficial interests to give or take action and the        
participants would authorize beneficial owners owning through the participants  
to give or take such action or would otherwise act upon the instructions of     
beneficial owners. Conveyance of notices and other communications by the        
clearing systems to their participants, by the participants to indirect         
participants and by the participants and indirect participants to beneficial    
owners will be governed by arrangements among them, subject to any statutory or 
regulatory requirements as may be in effect from time to time. The laws of some 
jurisdictions require that certain purchasers of securities take physical       
delivery of such securities in certificated form. These limits and laws may     
impair the ability to transfer beneficial interests in Global Notes.            

   Persons who are not DTC participants may beneficially own Notes held by
DTC only through direct or indirect participants in DTC (including Euroclear    
and Clearstream). So long as Cede & Co., as the nominee of DTC, is the          
registered owner of the DTC Global Note, Cede & Co. for all purposes will be    
considered the sole holder of the DTC Notes under the indenture and the DTC     
Notes. Persons who are not Euroclear or Clearstream participants may            
beneficially own Notes held by Euroclear or Clearstream only through direct or  
indirect participants in Euroclear or Clearstream. So long as Chase Nominees    
Limited, as nominee for The Chase Manhattan Bank as common depositary for       
Euroclear and Clearstream, is the registered owner of the                       

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International Global Note, Chase Nominees Limited for all purposes will be      
considered the sole holder of the Notes represented by the International Global 
Note ("International Notes") under the indenture and the International Notes.   

Clearing Systems                                                                

DTC                                                                             

  DTC is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing          
corporation" within the meaning of the uniform Commercial Code and a "clearing  
agency" registered pursuant to the provisions of Section 17A of the Exchange    
Act. DTC was created to hold securities for its participants and to facilitate  
the clearance and settlement of securities transactions between participants    
through electronic book-entry changes in accounts of its participants, thereby  
eliminating the need for physical movement of certificates. DTC participants    
include securities brokers and dealers, banks, trust companies and clearing     
corporations and may include certain other organizations such as the            
underwriters. Indirect access to the DTC system also is available to indirect   
DTC participants such as banks, brokers, dealers and trust companies that clear 
through or maintain a custodial relationship with a DTC participant, either     
directly or indirectly.                                                         

     Transfers of ownership or other interest in Notes in DTC may be made only
through DTC participants. Indirect DTC participants are required to effect      
transfers through a DTC participant. DTC has no knowledge of the actual         
beneficial owners of the Notes. DTC's records reflect only the identity of the  
DTC participants to whose accounts the Notes are credited, which may not be the 
beneficial owners. DTC participants will remain responsible for keeping account 
of their holdings on behalf of their customers and for forwarding all notices   
concerning the Notes to their customers.                                        

So long as DTC, or its nominee, is a registered owner of the Global 
Notes, United States dollar payments of principal and interest payments on the  
Notes will be made in immediately available funds to DTC. DTC's practice is to  
credit DTC participants' accounts on the applicable payment date in accordance  
with their respective holdings shown on the depository's records, unless DTC    
has reason to believe that it will not receive payment on that date. Payments   
by DTC participants to beneficial owners will be governed by standing           
instructions and customary practices, as is the case with securities held for   
the accounts of customers in bearer form or registered in "street name", and    
will be the responsibility of the DTC participants and not of DTC, the trustee  
or Pfizer, subject to any statutory or regulatory requirements as may be in     
effect from time to time. Payment of principal and interest to DTC is the       
responsibility of Pfizer or the trustee. Disbursement of payments to DTC        
participants will be DTC's responsibility, and disbursement of payments to the  
beneficial owners will be the responsibility of DTC participants and indirect   
DTC participants.                                                               

   Because DTC can act only on behalf of DTC participants, who in turn act
on behalf of indirect DTC participants and certain banks, the ability of an     
owner of a beneficial interest in the DTC Global Notes to pledge such interest  
to persons or entities that do not participate in the DTC system, or otherwise  
take actions in respect of such interest, may be limited by the lack of a       
definitive certificate for such interest. In addition, beneficial owners of     
Notes through the DTC system will receive distributions of principal and        
interest on the Notes only through DTC participants.                            

    According to DTC, the foregoing information with respect to DTC has been
provided to the industry for informational purposes only and is not intended to 
serve as a representation, warranty or contract modification of any kind.       

Euroclear                                                                       

    Euroclear advises that it was created in 1968 to hold securities for its
participants and to clear and settle transactions between Euroclear             
participants through simultaneous electronic book-entry delivery against        

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payment, thereby eliminating the need for physical movement of certificates and 
any risk from lack of simultaneous transfers of securities and cash. Euroclear  
provides various other services, including securities lending and borrowing and 
interfaces with domestic markets in several countries. All operations are       
conducted by Euroclear Bank, S.A./N.V. and all Euroclear securities clearance   
accounts and Euroclear cash accounts are accounts with Euroclear Bank, not the  
cooperative. The cooperative establishes policy for Euroclear on behalf of      
Euroclear participants. Euroclear participants include banks (including central 
banks), securities brokers and dealers and other professional financial         
intermediaries and may include the underwriters ("Euroclear participants").     
Indirect access to Euroclear is also available to other firms that clear        
through or maintain a custodial relationship with a Euroclear participant,      
either directly or indirectly.                                                  

   Securities clearance accounts and cash accounts with Euroclear Bank are
governed by the Terms and Conditions Governing Use of Euroclear and the related 
Operating Procedures of the Euroclear System, and applicable Belgian laws       
(collectively, the "Euroclear Terms and Conditions"). The Euroclear Terms and   
Conditions govern transfers of securities and cash within Euroclear,            
withdrawals of securities and cash from Euroclear and receipts of payment with  
respect to securities in Euroclear. All securities in Euroclear are held on a   
fungible basis without attribution of specific certificates to specific         
securities clearance accounts. Euroclear Bank acts under the Euroclear Terms    
and Conditions only on behalf of Euroclear participants and has no record of or 
relationship with persons holding through Euroclear participants.               

   Distributions with respect to Notes held beneficially through Euroclear
will be credited to the cash accounts of Euroclear participants in accordance   
with the Euroclear Terms and Conditions, to the extent received by the          
Euroclear Bank and by Euroclear.                                                

Clearstream, Luxembourg                                                         

Clearstream is incorporated under the laws of Luxembourg as a       
professional depository. Clearstream holds securities for Clearstream           
participants and facilitates the clearance and settlement of securities         
transactions between Clearstream participants through electronic book-entry     
changes in accounts of Clearstream participants, thereby eliminating the need   
for physical movement of certificates. Clearstream provides to its              
participants, among other things, services for safekeeping, administration,     
clearance and settlement of internationally traded securities and securities    
lending and borrowing. Clearstream also deals with domestic securities markets  
in several countries. As a professional depository, Clearstream is subject to   
regulation by the Luxembourg Monetary Institute. Clearstream participants are   
financial institutions around the world including underwriters, securities      
brokers and dealers, banks, trust companies and clearing corporations and       
certain other organizations and may include the underwriters. Indirect access   
to Clearstream is also available to others, such as banks, brokers, dealers and 
trust companies that clear through or maintain a custodial relationship with a  
Clearstream participant either directly or indirectly.                          

     Distributions with respect to Notes held beneficially through Clearstream
will be credited to cash accounts of Clearstream participants in accordance     
with its rules and procedures, to the extent received by Clearstream.           

DTC Euroclear and Clearstream Arrangements                                      

So long as DTC or its nominee or Euroclear or Clearstream or their  
nominee or their common depositary is the registered holder of the Global       
Notes, DTC, Euroclear, Clearstream or such nominee, as the case may be, will be 
considered the sole owner or holder of the Notes represented by such Global     
Notes for all purposes under the indenture and the Notes. Payments of           
principal, interest and additional amounts, if any, in respect of the Global    
Notes will be made to DTC, Euroclear, Clearstream or such nominee, as the case  
may be, as registered holder thereof. None of Pfizer, the trustee, any          
underwriter and any affiliate of any of the above or any person by whom any of  
the above is controlled (as such term is defined in the Securities Act) will    
have any responsibility or liability for any records relating to or payments    
made on account of beneficial ownership                                         

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interests in the Global Notes or for maintaining, supervising or reviewing any  
records relating to such beneficial ownership interests.                        

     Distributions of principal and interest with respect to the International
Global Note will be credited, in Yen to the extent received by Euroclear or     
Clearstream from the trustee to the cash accounts of Euroclear or Clearstream   
customers in accordance with the relevant system's rules and procedures.        

    Holders of book-entry interests in the DTC Global Notes will receive, to
the extent received by DTC from the trustee, all distributions of principal and 
interest with respect to the DTC Global Notes in United States dollars, unless  
an election is made to receive Yen. See "Currency Conversions and Foreign       
Exchange Risks." Distributions in the United States will be subject to relevant 
United States tax laws and regulations.                                         

     Interest on the Notes (other than interest on redemption) will be paid to
the holders shown on the Register (as defined below) at the close of business   
on the related Record Date. Trading between the DTC Global Notes and the        
International Global Note will therefore be net of accrued interest from the    
Record Date to the relevant interest payment date.                              

Because DTC, Euroclear and Clearstream can only act on behalf of    
participants, who in turn act on behalf of indirect participants, the ability   
of a person having an interest in the Global Notes to pledge such interest to   
persons or entities which do not participate in the relevant clearing system,   
or otherwise take actions in respect of such interest, may be affected by the   
lack of a physical certificate in respect of such interest.                     

 The holdings of book-entry interests in the Global Notes through DTC,
Euroclear and Clearstream will be reflected in the book-entry accounts of each  
such institution. As necessary, the Registrar will adjust the amounts of the    
Global Notes on the register for the accounts (i) Chase Nominees Limited and    
(ii) Cede & Co. (the "Register") to reflect the amounts of Notes held through   
DTC and Euroclear and Clearstream, respectively.                                

Initial Settlement                                                              

  Investors electing to hold their Notes through DTC (other than through
accounts at Euroclear or Clearstream) will follow the settlement practices      
applicable to U.S. corporate debt obligations. The securities custody accounts  
of investors will be credited with their holdings against payment in same-day   
funds on the settlement date.                                                   

   Investors electing to hold their Notes through Euroclear or Clearstream
accounts will follow the settlement procedures applicable to conventional       
eurobonds in registered form. Notes will be credited to the securities custody  
accounts of Euroclear and Clearstream holders on the settlement date against    
payment for value on the settlement date.                                       

Secondary Market Trading                                                        

   Because the purchaser determines the place of delivery, it is important
to establish at the time of trading of any Notes where both the purchaser's and 
seller's accounts are located to ensure that settlement can be made on the      
desired value date.                                                             

Trade between DTC Participants. Secondary market sales of book-entry
interests in the DTC Global Notes between DTC participants will occur in the    
ordinary way in accordance with DTC rules and will be settled using the         
procedures applicable to U.S. corporate debt obligations in same-day funds.     

     Trade between Euroclear and/or Clearstream Participants. Secondary market
sales of book-entry interests in the Notes held through Euroclear or            
Clearstream to purchasers of book-entry interests in the International Note     
through Euroclear or Clearstream will be conducted in accordance with the       
normal rules and                                                                

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operating procedures of Euroclear and Clearstream and will be settled using the 
procedures applicable to conventional eurobonds in same-day funds.              

   Trading Between DTC Seller and Euroclear or Clearstream Purchaser. When
book-entry interests in the Notes are to be transferred from the account of a   
DTC participant holding a beneficial interest in the DTC Global Notes to the    
account of a Euroclear or Clearstream accountholder wishing to purchase a       
beneficial interest in the International Global Note, the DTC participant will  
deliver instructions for delivery to the relevant Euroclear or Clearstream      
accountholder to DTC by 12:00 noon, New York City time, on the settlement date. 
Separate payment arrangements are required to be made between the DTC           
participant and the relevant Euroclear or Clearstream accountholder. On the     
settlement date, the custodian will instruct the Registrar to (i) decrease the  
amount of Notes registered in the name of the Cede & Co. and evidenced by the   
DTC Global Notes and (ii) increase the amount of Notes registered in the name   
of the nominee (being Chase Nominees Limited) of the common depositary for      
Euroclear and Clearstream and evidenced by the International Global Note. Book- 
entry interests will be delivered free of payment to Euroclear or Clearstream,  
as the case may be, for credit to the relevant accountholder on the first       
business day following the settlement date back valued to the settlement date.  

   Trading Between Euroclear or Clearstream Seller and DTC Purchaser. When
book-entry interests in the Notes are to be transferred from the account of a   
Euroclear or Clearstream accountholder to the account of a DTC participant      
wishing to purchase a beneficial interest in the DTC Global Notes, the          
Euroclear or Clearstream participant must send to Euroclear or Clearstream      
delivery free of payment instructions by 7:45 p.m., Luxembourg/Brussels time as 
the case may be, one business day prior to the settlement date. Euroclear or    
Clearstream, as the case may be, will in turn transmit appropriate instructions 
to the common depositary for Euroclear and Clearstream and the Registrar to     
arrange delivery to the DTC participant on the settlement date. Separate        
payment arrangements are required to be made between the DTC participant and    
the relevant Euroclear and Clearstream accountholder, as the case may be. On    
the settlement date, the common depositary for Euroclear and Clearstream will   
(a) transmit appropriate instructions to the custodian who will in turn deliver 
such book-entry interests in the Notes free of payment to the relevant account  
of the DTC participant and (b) instruct the Registrar to (i) decrease the       
amount of Notes registered in the name of the nominee (being Chase Nominees     
Limited) of the common depositary for Euroclear and Clearstream and evidenced   
by the International Global Note and (ii) increase the amount of Notes          
registered in the name of Cede & Co. and evidenced by the DTC Global Notes.     

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UNITED STATES TAXATION

General                                                                         

    This section summarizes the material U.S. tax consequences to holders of
Notes. However, the discussion is limited in the following ways:                

--The discussion only covers you if you buy your Notes in the initial   
offering at the initial offering price to the public.                 

--The discussion only covers you if your functional currency is the U.S.
dollar and you hold your Notes as a capital asset (that is, for       
investment purposes), and if you do not have a special tax status.    

--The discussion does not cover tax consequences that depend upon your  
particular tax situation in addition to your ownership of Notes. We   
suggest that you consult your tax advisor about the consequences of   
holding Notes in your particular situation.                           

--The discussion is based on current law. Changes in the law may change 
the tax treatment of the Notes.                                       

--The discussion does not cover state, local or foreign law.            

--The discussion does not apply to you if you are a Non-U.S. Holder of  
Notes (defined below) and if you (a) own 10% or more of the voting    
stock of Pfizer, (b) are a "controlled foreign corporation" with      
respect to Pfizer, or (c) are a bank making a loan in the ordinary    
course of its business.                                               

--We have not requested a ruling from the IRS on the tax consequences of
owning the Notes. As a result, the IRS could disagree with portions of
this discussion.                                                      

     IF YOU ARE CONSIDERING BUYING NOTES, WE SUGGEST THAT YOU CONSULT YOUR TAX
ADVISOR ABOUT THE TAX CONSEQUENCES OF HOLDING THE NOTES IN YOUR PARTICULAR      
SITUATION.                                                                      

Tax Consequences to U.S. Holders                                                

   This section applies to you if you are a "U.S. Holder". A "U.S. Holder"
is:                                                                             

--an individual U.S. citizen or resident alien;                         

--a corporation, or entity taxable as a corporation, that was created   
under U.S. law (federal or state); or                                 

--an estate or trust whose world-wide income is subject to U.S. federal 
income tax.                                                           

If a partnership holds Notes, the tax treatment of a partner will   
generally depend upon the status of the partner and upon the activities of the  
partnership. If you are a partner of a partnership holding Notes, we suggest    
that you consult your tax advisor.                                              

Interest                                                                        

--All holders of Notes will be taxable on the U.S. dollar value of      
Japanese Yen payable as interest on the Notes, whether or not they    
elect to receive payments in Japanese Yen. If you receive interest in 
the form of U.S. dollars, you will be considered to have received     
interest in the form of Japanese Yen and to have sold those Yen for   
U.S. dollars. For purposes of this discussion, "spot rate" generally  
means a currency exchange rate that reflects a market exchange rate   
available to the public for Japanese Yen.                             

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--If you are a cash method taxpayer (including most individual holders),
you will be taxed on the value of the Japanese Yen when it is received
by you (if you receive Japanese Yen) or when it is deemed received by 
you (if you receive U.S. dollars). The value of the Japanese Yen will 
be determined using the "spot rate" in effect at such time.           

--If you are an accrual method taxpayer, you will be taxed on the value 
of the Japanese Yen payable as interest as the interest accrues on the
Notes. In determining the value of the Japanese Yen for this purpose, 
you may use the average foreign currency exchange rate during the     
relevant interest accrual period (or, if that period spans two taxable
years, during the portion of the interest accrual period in the       
relevant taxable year). The average rate for an accrual period (or    
partial period) is the simple average of the spot rates for each      
business day of such period, or other average exchange rate for the   
period reasonably derived and consistently applied by you. When       
interest is actually paid, you will generally also recognize exchange 
gain or loss, taxable as ordinary income or loss, equal to the        
difference between (a) the value of the Japanese Yen received as      
interest, as translated into U.S. dollars using the spot rate on the  
date of receipt, and (b) the U.S. dollar amount previously included in
income with respect to such payment. If you receive interest in the   
 form of U.S. dollars, clause (a) will be calculated on the basis of the
value of the Japanese Yen you would have received instead of U.S.     
 dollars. If you do not wish to accrue interest income using the average
exchange rate, certain alternative elections may be available.        

--Your tax basis in the Japanese Yen you receive (or are considered to  
receive) as interest will be the aggregate amount reported by you as  
income with respect to the receipt of the Japanese Yen. If you receive
interest in the form of Japanese Yen and subsequently sell those Yen, 
or if you are considered to receive Japanese Yen and those Yen are    
considered to be sold for U.S. dollars on your behalf, additional tax 
consequences will apply as described in "Sale of Japanese Yen".       

Sale or Retirement of Notes                                                     

On the sale or retirement of your Note:                             

--If you receive the principal payment on your Note in the form of U.S. 
dollars, you will be considered to have received the principal in the 
form of Japanese Yen and to have sold those Yen for U.S. dollars.     

--You will have taxable gain or loss equal to the difference between the
amount received or deemed received by you and your tax basis in the   
 Note. If you receive (or are considered to receive) Japanese Yen, those
Yen are valued for this purpose at the spot rate of the Yen. Your tax 
basis in the Note is the U.S. dollar value of the Yen amount paid for 
the Note, determined on the date of purchase.                         

--Any such gain or loss (except to the extent attributable to foreign   
currency gain or loss) will be capital gain or loss, and will be long 
term capital gain or loss if you held the Note for more than one year.

--You will realize foreign currency gain or loss to the extent the U.S. 
dollar value of the Japanese Yen paid for the Note, based on the spot 
rate at the time you dispose of the Note, is greater or less than the 
U.S. dollar value of the Japanese Yen paid for the Note, based on the 
spot rate at the time you acquired the Note. Any resulting foreign    
currency gain or loss will be ordinary income or loss. You will only  
recognize such foreign currency gain or loss to the extent you have   
gain or loss, respectively, on the overall sale or retirement of the  
Note.                                                                 

--If you sell a Note between interest payment dates, a portion of the   
amount you receive reflects interest that has accrued on the Note but 
has not yet been paid by the sale date. That amount is treated as     
ordinary interest income and not as sale proceeds.                    

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--Your tax basis in the Japanese Yen you receive (or are considered to  
receive) on sale or retirement of the Note will be the value of       
Japanese Yen reported by you as received on the sale or retirement of 
the Note. If you receive Japanese Yen on retirement of the Note and   
subsequently sell those Yen, or if you are considered to receive      
Japanese Yen on retirement of the Note and those Yen are considered to
be sold for U.S. dollars on your behalf, or if you sell the Note for  
Japanese Yen and subsequently sell those Yen, additional tax          
consequences will apply as described in "Sale of Japanese Yen".       

Sale of Japanese Yen                                                            

--If you receive (or are considered to receive) Japanese Yen as         
principal or interest on a Note, and you later sell (or are considered
 to sell) those Yen for U.S. dollars, you will have taxable gain or loss
 equal to the difference between the amount of U.S. dollars received and
your tax basis in the Japanese Yen. In addition, when you purchase a  
Note in Japanese Yen, you will have taxable gain or loss if your tax  
basis in the Japanese Yen is different from the U.S. dollar value of  
the Japanese Yen on the date of purchase. Any such gain or loss is    
foreign currency gain or loss taxable as ordinary income or loss.     

Information Reporting and Backup Withholding                                    

Under the tax rules concerning information reporting to the IRS:    

.  Assuming you hold your Notes through a broker or other securities    
intermediary, the intermediary must provide information to the IRS
  concerning interest and retirement proceeds on your Notes, unless an
exemption applies.                                                

.  Similarly, unless an exemption applies, you must provide the         
  intermediary with your Taxpayer Identification Number for its use in
 reporting information to the IRS. If you are an individual, this is
your social security number. You are also required to comply with 
other IRS requirements concerning information reporting.          

.  If you are subject to these requirements but do not comply, the      
 intermediary must withhold 31% of all amounts payable to you on the
 Notes (including principal payments). If the intermediary withholds
payments, you may use the withheld amount as a credit against your
federal income tax liability.                                     

.  All individuals are subject to these requirements. Some holders,     
 including all corporations, tax-exempt organizations and individual
retirement accounts, are exempt from these requirements.          

Tax Consequences to Non-U.S. Holders                                            

For purposes of the following discussion a "Non-U.S. Holder" is:    

.  an individual that is not a citizen or resident of the United States;

.  a corporation or other entity treated as a corporation for United    
States federal income tax purposes organized or created under non-
U.S. law; or                                                      

.  an estate or trust that is not taxable in the U.S. on its worldwide  
income.                                                           

Withholding Taxes                                                               

Generally, payments of principal and interest on the Notes will not be      
subject to U.S. withholding taxes.                                              

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     However, for the exemption from withholding taxes to apply to you, one of
the following requirements must be met. These requirements have been changed    
for interest paid on or after January 1, 2001.                                  

.  You provide a completed Form W-8BEN (or substitute form) to the bank,
broker or other intermediary who holds the Notes. The Form W-8BEN 
contains your name, address and a statement that you are the      
beneficial owner of the Notes and that you are not a U.S. Holder. 

.  You hold your Notes directly through a "qualified intermediary", and 
the qualified intermediary has sufficient information in its files
 indicating that you are not a U.S. Holder. A qualified intermediary
  is a bank, broker or other intermediary that (1) is either a U.S. or
   non-U.S. entity, (2) is acting out of a non-U.S. branch or office and
(3) has signed an agreement with the IRS providing that it will   
  administer all or part of the U.S. withholding rules under specified
procedures.                                                       

.  You are entitled to an exemption from withholding tax on interest    
   under a tax treaty between the U.S. and your country of residence. To
claim this exemption, you must generally complete Form W-8BEN and 
 claim this exemption on the form. In some cases, you may instead be
permitted to provide documentary evidence of your claim to the    
intermediary, or a qualified intermediary may already have some or
all of the necessary evidence in its files.                       

.  The interest income on the Notes is effectively connected with the   
   conduct of your trade or business in the U.S., and is not exempt from
U.S. tax under a tax treaty. To claim this exemption, you must    
complete Form W-8ECI.                                             

Even if you meet one of the above requirements, interest paid to you will be    
subject to withholding tax under any of the following circumstances:            

.  The withholding agent or an intermediary knows or has reason to know 
that you are not entitled to an exemption from withholding tax.   
Specific rules apply for this test.                               

.  The IRS notifies the withholding agent that information that you or  
an intermediary provided concerning your status is false.         

.  An intermediary through which you hold the Notes fails to comply with
  the procedures necessary to avoid withholding taxes on the Notes. In
 particular, an intermediary is generally required to forward a copy
   of your Form W-8BEN (or other documentary information concerning your
  status) to the withholding agent for the Notes. However, if you hold
your Notes through a qualified intermediary B or if there is a    
   qualified intermediary in the chain of title between yourself and the
  withholding agent for the Notes--the qualified intermediary will not
generally forward this information to the withholding agent.      

Interest payments made to you will generally be reported to the IRS and to you  
on Form 1042-S. However, this reporting does not apply to you if one of the     
following conditions applies:                                                   

.  You hold your Notes directly through a qualified intermediary and the
applicable procedures are complied with.                          

.  You file Form W-8ECI.                                                

The rules regarding withholding are complex and vary depending on your          
individual situation. They are also subject to change. In addition, special     
rules apply to certain types of non-U.S. Holders, including partnerships,       
trusts, and other entities treated as pass-through entities for U.S. federal    
income tax purposes. We suggest that you consult with your tax advisor          
regarding the specific methods for satisfying these requirements.               

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Sale or Retirement of Notes                                                     

    If you sell a Note or it is redeemed, you will not be subject to federal
income tax on any gain unless one of the following applies:                     

.  The gain is connected with a trade or business that you conduct in   
the U.S.                                                          

.  You are an individual, you are present in the U.S. for at least 183  
days during the year in which you dispose of the Note, and certain
other conditions are satisfied.                                   

.  The gain represents accrued interest, in which case the rules for    
interest would apply.                                             

U.S. Trade or Business                                                          

 If you hold your Note in connection with a trade or business that you
are conducting in the U.S.:                                                     

.  Any interest on the Note, and any gain from disposing of the Note,   
   generally will be subject to income tax as if you were a U.S. Holder.

.  If you are a corporation, you may be subject to the "branch profits  
tax" on your earnings that are connected with your U.S. trade or  
  business, including earnings from the Note. This tax is 30%, but may
be reduced or eliminated by an applicable income tax treaty.      

Estate Taxes                                                                    

   If you are an individual, your Notes will not be subject to U.S. estate
tax when you die. However, this rule only applies if, at your death, payments   
on the Notes were not connected to a trade or business that you were            
conducting in the U.S.                                                          

Information Reporting and Backup Withholding                                    

  U.S. rules concerning information reporting and backup withholding are
described above. These rules apply to Non-U.S. Holders as follows:              

.  Principal and interest payments you receive will be automatically    
  exempt from the usual rules if you are a Non-U.S. Holder exempt from
 withholding tax on interest, as described above. The exemption does
not apply if the withholding agent or an intermediary knows or has
reason to know that you should be subject to the usual information
reporting or backup withholding rules. In addition, as described  
above, interest payments made to you may be reported to the IRS on
Form 1042-S.                                                      

.  Sale proceeds you receive on a sale of your Notes through a broker   
  may be subject to information reporting and/or backup withholding if
you are not eligible for an exemption. In particular, information 
   reporting and backup withholding may apply if you use the U.S. office
 of a broker, and information reporting (but not backup withholding)
  may apply if you use the foreign office of a broker that has certain
  connections to the U.S. We suggest that you consult your tax advisor
concerning information reporting and backup withholding on a sale.

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UNDERWRITING

Subject to the terms and conditions set forth in the underwriting   
agreement, dated May 11, 2001, among us and the underwriters in the table       
below, we have agreed to sell to each of the underwriters, and each such        
underwriter has severally, and not jointly, agreed to purchase from us, the     
aggregate principal amount of the Notes set forth opposite its name below:      

                                                                [Download Table]

  Underwriters                                             Principal Amount  
  ------------                                            -------------------
                                                                             
Merrill Lynch International.............................. (Yen)25,500,000,000
Morgan Stanley & Co. International Limited...............      25,500,000,000
Lehman Brothers International (Europe)...................       3,000,000,000
Salomon Brothers International Limited...................       3,000,000,000
Tokyo-Mitsubishi International plc.......................       3,000,000,000
                                                          -------------------
  Total.................................................. (Yen)60,000,000,000
                                                          ===================

Merrill Lynch International and Morgan Stanley & Co. International  
Limited are Joint Book-Running Managers for the offering. The underwriters have 
agreed to purchase all of the Notes sold pursuant to the underwriting agreement 
if any of these Notes are purchased. If an underwriter defaults, the            
underwriting agreement provides that the purchase commitments of the            
nondefaulting underwriters may be increased or the underwriting agreement may   
be terminated.                                                                  

     We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended, or to       
contribute to payments the underwriters may be required to make in respect of   
those liabilities.                                                              

    The underwriters are offering the Notes, subject to prior sale, when, as
and if issued to and accepted by them, subject to approval of legal matters by  
their counsel, including the validity of the Notes, and other conditions        
contained in the underwriting agreement, such as the receipt by the             
underwriters of officer's certificates and legal opinions. The underwriters     
reserve the right to withdraw, cancel or modify offers to the public and to     
reject orders in whole or in part.                                              

 The underwriters propose initially to offer the Notes directly to the
public at the public offering price set forth on the cover page of this         
prospectus supplement, and to certain securities dealers at such price less a   
concession not in excess of .1875% of the principal amount of the Notes. The    
underwriters may allow, and such dealers may reallow, a concession not in       
excess of .125% of the principal amount of the Notes to certain brokers and     
dealers. After the initial offering of the Notes, the offering price,           
concession and discount may be changed.                                         

     In connection with the offering, the underwriters are permitted to engage
in transactions that stabilize the market price of the Notes. Such transactions 
consist of bids or purchases to peg, fix or maintain the price of the Notes. If 
the underwriters create a short position in the Notes in connection with the    
offering, i.e., if they sell more Notes than are on the cover page of this      
prospectus, the underwriters may reduce that short position by purchasing Notes 
in the open market. Purchases of a security to stabilize the price or to reduce 
a short position could cause the price of the security to be higher than it     
might be in the absence of such purchases. Neither we nor any of the            
underwriters makes any representation or prediction as to the direction or      
magnitude of any effect that the transactions described above may have on the   
price of the Notes. In addition, neither we nor any of the underwriters makes   
any representation that the underwriters will engage in these transactions or   
that these transactions, once commenced, will not be discontinued without       
notice.                                                                         

Certain of the underwriters and their affiliates, have provided     
investment and commercial banking and financial advisory services from time to  
time for us in the ordinary course of business for which they have              

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received customary fees. Any of the underwriters or their respective affiliates 
may in the future engage in investment banking or other transactions of a       
financial nature with us or our affiliates, for which they would receive        
customary fees or other payments. The Nikko Securities Co., Ltd., and Citigroup 
Inc. have established a series of business alliances in respect of Japan        
related activities. Salomon Brothers International Limited is authorised to     
conduct Japan related business under the name Nikko Salomon Smith Barney        
Europe.                                                                         

   There is no public trading market for the Notes and we do not intend to
apply for listing of the Notes on any national securities exchange or for       
quotation of the Notes on any automated dealer quotation system in the United   
States. We have applied to list the Notes on the Luxembourg Stock Exchange. We  
have been advised by the underwriters that they presently intend to make a      
market in the Notes after the consummation of the offering, although they are   
under no obligation to do so and may discontinue any market-making activities   
at any time without any notice. Prior to the offering, there has been no active 
market for the Notes. No assurance can be given as to the liquidity of, or      
trading market for, the Notes or that an active public market for the Notes     
will develop. If an active trading market for the Notes does not develop, the   
market price and liquidity of the Notes may be adversely affected. If the Notes 
are traded, they may trade at a discount from their initial offering price,     
depending on prevailing interest rates, the market for similar securities, our  
performance and certain other factors.                                          

     We estimate that our expenses in connection with this offering, excluding
underwriting discounts and commissions, will be approximately $65,000.          

OFFERING RESTRICTIONS 

    The Notes are offered for sale in the United States and in jurisdictions
outside the United States, subject to applicable law.                           

Each of the underwriters has agreed that it will not offer, sell, or
deliver any of the Notes, directly or indirectly, or distribute this prospectus 
supplement or prospectus or any other offering material relating to the Notes,  
in or from any jurisdiction except under circumstances that will, to the best   
of the underwriters' knowledge and belief, result in compliance with the        
applicable laws and regulations and which will not impose any obligations on    
Pfizer except as set forth in the Underwriting Agreement.                       

Noteholders may be required to pay stamp taxes and other charges in 
accordance with the laws and practices of the country in which the Notes were   
purchased. These taxes and charges are in addition to the issue price set forth 
on the cover page.                                                              

United Kingdom                                                                  

Each underwriter has represented and agreed that it and each of its 
affiliates:                                                                     

--has not offered or sold and, prior to the expiry of the period of six 
months from the time to closing, will not offer or sell any of the  
Notes to persons in the United Kingdom except to persons whose      
ordinary activities involve them in acquiring, holding, managing, or
disposing of investments (as principal or agent) for the purposes of
  their businesses or otherwise in circumstances which have not resulted
and will not result in an offer to the public in the United Kingdom 
within the meaning of the Public Offers of Securities Regulations   
1995;                                                               

--has complied and will comply with all applicable provisions of the    
Financial Services Act 1986 with respect to anything done by it in  
relation to the Notes in, from or otherwise involving the United    
Kingdom; and                                                        

--has only issued or passed on and will only issue or pass on in the    
United Kingdom any document received by it in connection with the   
issue of the Notes to a person who is of a kind described in Article
11(3) of the Financial Services Act of 1986 (Investment             
Advertisements) (Exemptions) Order 1996 or is a person to whom those
documents may otherwise lawfully be issued or passed on.            

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Germany                                                                         

     No selling prospectus (VERKAUFSPROSPEKT) has been or will be published in
respect of the Notes and each underwriter will be required to comply with the   
German Securities Selling Prospectus Act (WERTPAPIER-VERKAUFSPROSPEKTGESETZ) of 
December 13, 1990, as amended.                                                  

The Netherlands                                                                 

    Each underwriter has represented and agreed that it has not, directly or
indirectly, offered or sold and will not directly or indirectly offer or sell   
in the Netherlands any Notes other than to persons who trade or invest in       
securities in the conduct of a profession or business (which include banks,     
stockbrokers, insurance companies, pension funds, other institutional investors 
and finance companies and treasury departments of large enterprises.)           

The Republic of France                                                          

The Notes are being issued outside the Republic of France and each  
underwriter has represented and agreed that, in connection with their initial   
distribution, it has not offered or sold and will not offer or sell, directly   
or indirectly, any of the Notes to the public in the Republic of France and     
that it has not distributed and will not distribute or cause to be distributed  
to the public in the Republic of France this prospectus supplement or any other 
offering material relating to the Notes.                                        

Japan                                                                           

   The Notes have not been and will not be registered under the Securities
and Exchange Law of Japan (the "SEL") and each of the underwriters and each of  
its affiliates has represented and agreed that it has not offered or sold, and  
it will not offer or sell, directly or indirectly, any of the Notes in or to    
residents of Japan or to any persons for reoffering or resale, directly or      
indirectly, in Japan or to any resident of Japan, except pursuant to an         
exemption from the registration requirements of the SEL available thereunder    
and otherwise in compliance with the SEL and the other relevant laws,           
regulations and guidelines of Japan.                                            

Hong Kong                                                                       

   Each of the underwriters and each of its affiliates has represented and
agreed that it has not offered or sold, and it will not offer or sell, the      
Notes by means of any document to persons in Hong Kong other than persons whose 
ordinary business it is to buy or sell shares or debentures, whether as         
principal or agent, or otherwise in circumstances which do not constitute an    
offer to the public within the meaning of the Hong Kong Companies Ordinance     
(Chapter 32 of the Laws of Hong Kong).                                          

LEGAL MATTERS 

    Margaret M. Foran, our Vice President-Corporate Governance and Assistant
Secretary, will pass upon the validity of the Notes. Ms. Foran has an interest  
in certain of our securities. Cravath, Swaine & Moore, New York, New York will  
pass upon various legal matters for the underwriters relating to the offering.  

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LISTING AND GENERAL INFORMATION 

  1. Application has been made to list the Notes on the Luxembourg Stock
Exchange. In connection with the listing application, the Restated Certificate  
of Incorporation and By-Laws of Pfizer Inc. ("Pfizer") and a legal notice       
(NOTICE LEGALE) relating to the issuance of the Notes will have been deposited  
prior to listing with the Chief Registrar of the District Court of Luxembourg   
(GREFFIER EN CHEF DU TRIBUNAL D'ARRONDISSEMENT DE ET A LUXEMBOURG), where these 
documents may be examined and copies may be obtained on request.                

     2. Any documents incorporated by reference may be obtained free of charge
from the Paying Agent in Luxembourg during the term of the Notes.               

   3. The independent certified public accountants of Pfizer are KPMG LLP.

  4. The resolutions relating to the sale and issuance of the Notes were
adopted by the Securities Issuance Committee of Pfizer on May 11, 2001.         

     5. Except as disclosed in this prospectus supplement, the prospectus, and
the documents incorporated by reference herein, there has been no material      
adverse change in the consolidated financial position of Pfizer and its         
subsidiaries since the date of the last audited financial statements. Pfizer is 
not involved in, and has no knowledge of any threat of, any litigation,         
administrative proceedings or arbitration which is or may be material in the    
context of the issue of the Notes.                                              

    6. The Notes have been accepted for clearance through DTC, Euroclear and
Clearstream. The common code assigned to the international Notes is 012974914.  
The US International Security Identification Number (US ISIN) allocated to the  
DTC Notes is US717081AM54 and the ISIN Number allocated to the international    
Notes is XS0129749148. The CUSIP number assigned to the DTC Notes is 717081AM5. 

   7. So long as the Notes are listed on the Luxembourg Stock Exchange and
the rules of the Luxembourg Stock Exchange require, we will appoint a paying    
agent and transfer agent in Luxembourg (the "Luxembourg Paying and Transfer     
Agent") and the holders of the Notes will be able to receive payments on the    
Notes and effect transfers of the Notes at the offices of the Luxembourg Paying 
and Transfer Agent.                                                             

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ISSUER
PFIZER INC. 
235 East 42nd Street
New York, New York 10017

TRUSTEE, REGISTRAR AND PAYING AGENT 
THE CHASE MANHATTAN BANK
450 West 33rd Street
New York, New York 10001

LUXEMBOURG LISTING, PAYING AND TRANSFER AGENT 
CHASE MANHATTAN BANK
LUXEMBOURG S.A. 
5 Rue Plaetis, L-2338 
Luxembourg Grund

LEGAL ADVISERS
TO PFIZER INC.
MARGARET M. FORAN, ESQ. 
235 East 42nd Street
New York, New York 10017

LEGAL ADVISERS
TO THE UNDERWRITERS 
CRAVATH, SWAINE & MOORE 
825 Eighth Avenue 
New York, New York 10019

AUDITORS TO THE ISSUER
KPMG LLP
345 Park Avenue 
New York, New York 10154

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PROSPECTUS

$2,500,000,000

PFIZER INC. 

Debt Securities 

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

   Pfizer Inc. may from time to time issue up to a total of $2,500,000,000
of debt securities. The accompanying prospectus supplement will specify the     
terms of the securities. You should read this prospectus and any supplement     
carefully before you invest.                                                    

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

NEITHER  THE  SECURITIES AND  EXCHANGE COMMISSION  NOR ANY  STATE  SECURITIES 
COMMISSION  HAS APPROVED  OR DISAPPROVED  OF THESE  SECURITIES OR  PASSED 
UPON THE ADEQUACY OR ACCURACY  OF THIS PROSPECTUS. ANY REPRESENTATION 
TO THE CONTRARY IS A CRIMINAL OFFENSE.                            

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

We may sell these securities to or through dealers, underwriters, or
agents. The names of any dealers, underwriters or agents will be set forth in   
the prospectus supplement.                                                      

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

   The date of this Prospectus is October 31, 2000

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   The information contained in this prospectus is not complete and may be
changed. You should rely only on the information incorporated by reference or   
provided in this prospectus or any prospectus supplement. We have not           
authorized anyone else to provide you with different information. We are not    
making an offer of these debt securities in any state where the offer is not    
permitted. You should not assume that the information in this prospectus or any 
prospectus supplement is accurate as of any date other than the date on the     
front cover of those documents.                                                 

  This prospectus is part of a registration statement that we filed with
the SEC using a "shelf" registration process. Under this shelf registration     
process, we may sell any combination of the debt securities described in this   
prospectus in one or more offerings up to a total amount of $2,500,000,000.     
This prospectus provides you with a general description of the debt securities  
we may offer. Each time we issue debt securities, we will provide a prospectus  
supplement that will contain specific information about the terms of that       
specific offering. The prospectus supplement may also add to or update other    
information contained in this prospectus. You should read both this prospectus  
and the accompanying prospectus supplement together with additional information 
described under "Where You Can Find More Information".                          

WHERE YOU CAN FIND MORE INFORMATION 

     We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the  
Internet at the SEC's web site at http://www.sec.gov. You may also read and     
copy any document we file at the SEC's public reference rooms in Washington,    
D.C., New York, NY and Chicago, IL. Please call the SEC at 1-800-SEC-0330 for   
further information on the public reference rooms. You can also find            
information about us by visiting our website at www.pfizer.com.                 

 The SEC allows us to incorporate by reference the information we file
with them, which means that we can disclose important information to you by     
referring you to those documents. The information incorporated by reference is  
considered to be part of this prospectus, and information that we file later    
with the SEC will automatically update and supersede this information. We       
incorporate by reference the documents listed below and any future filings made 
with the SEC under Sections 13(a), 13(c), 14, or 15 (d) of the Securities       
Exchange Act of 1934, until we complete our offering of the debt securities:    

.  Annual report on Form 10-K for the year ended December 31, 1999;     

.  Quarterly reports on Form 10-Q for the quarters ended April 2, 2000  
and July 2, 2000;                                                 

.  Current reports on Form 8-K filed on January 18, 2000, February 18,  
2000, February 22, 2000, April 18, 2000, April 21, 2000, June 20, 
 2000, June 29, 2000, August 16, 2000, August 28, 2000 and September
1, 2000; and                                                      

.  Annual reports of employee stock purchases on Form 11-K for the year 
ended December 31, 1999, filed on May 24, 2000 and June 30, 2000. 

You may request a copy of these filings at no cost, by writing or   
telephoning us at the following address.                                        

Corporate Secretary                                                 
Pfizer Inc.                                                         
235 East 42nd Street                                                
New York, NY 10017                                                  
(212) 573-2323                                                      

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THE COMPANY 

We are a research-based global pharmaceutical company. We discover,   
develop, manufacture and market innovative medicines for humans and animals.    

We operate in two business segments:                                  

Pharmaceutical, which includes our human pharmaceutical, animal health
and capsule businesses; and                                                     

Consumer Products, which includes our consumer healthcare products,   
confectionery products, shaving products and our ornamental fish food and fish  
care products.                                                                  

All references to us in this prospectus include Pfizer Inc. and its   
subsidiaries, unless the context clearly indicates otherwise.                   

  Our financial information described in this prospectus has been restated
to reflect our merger with Warner-Lambert Company, which was completed on June  
19, 2000.                                                                       

  Our principal executive offices are located at 235 East 42nd Street, New
York, NY 10017 and our telephone number is (212) 573-2323.                      

RATIO OF EARNINGS TO FIXED CHARGES  

 Our consolidated ratio of earnings to fixed charges for the nine months
ended October 1, 2000 and for each of the fiscal years ended December 31, 1995  
through 1999 is set forth below. For the purpose of computing these ratios,     
"earnings" consist of income before provision for taxes on income and minority  
interests less minority interests and less undistributed earnings (losses) of   
unconsolidated subsidiaries adjusted for fixed charges, excluding capitalized   
interest. "Fixed charges" consist of interest expense, amortization of debt     
discount and expenses, capitalized interest and one-third of rental expense     
which we believe to be a conservative estimate of an interest factor in our     
leases. It is not practicable to calculate the interest factor in a material    
portion of our leases. The ratio was calculated by dividing the sum of the      
fixed charges into the sum of the earnings before taxes and fixed charges.      

                                                                [Download Table]

                                    (Unaudited)                           
                                    Nine Months    Year Ended December 31 
                                       Ended      ------------------------
                                  October 1, 2000 1999 1998 1997 1996 1995
                                  --------------- ---- ---- ---- ---- ----
                                                                          
Ratio of earnings to fixed                                                
 charges.........................      10.3       14.7 13.1 10.9 10.1 8.5 

USE OF PROCEEDS 

Unless the applicable prospectus supplement indicates otherwise, we   
intend to use net proceeds from the sale of the debt securities for general     
corporate purposes, including the refinancing of existing debt. We may          
temporarily invest funds that are not immediately needed for these purposes in  
short-term marketable securities.                                               

DESCRIPTION OF DEBT SECURITIES  

The debt securities covered by this prospectus will be our direct     
unsecured obligations. The debt securities will be issued in one or more        
series under an indenture to be entered into between us and The Chase           
Manhattan Bank, as trustee.                                                     

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  This prospectus briefly outlines some of the indenture provisions. The
indenture has been filed as an exhibit to the registration statement and you    
should read the indenture carefully for provisions that may be important to     
you.                                                                            

   We may issue the debt securities as original issue discount securities,
which will be offered and sold at a substantial discount below their stated     
principal amount. A prospectus supplement relating to original issue discount   
securities will describe Federal income tax consequences and other special      
considerations applicable to them. The debt securities may also be issued as    
indexed securities or securities denominated in foreign currencies or currency  
units, as described in more detail in a prospectus supplement relating to any   
of these types of debt securities. A prospectus supplement relating to indexed  
debt securities or foreign currency debt securities will also describe any      
additional tax consequences or other special considerations applicable to these 
types of debt securities.                                                       

In addition, the material specific financial, legal and other terms 
particular to debt securities of each series will be described in the           
prospectus supplement relating to the debt securities of that series.           

General                                                                         

     The debt securities will rank equally with all of our other unsecured and
unsubordinated debt. The indenture does not limit the amount of debt we may     
issue under the indenture or otherwise. We may issue the debt securities in one 
or more series with the same or various maturities, at par or a premium or with 
original issue discount. We may reopen a previous issue of debt securities and  
issue additional debt securities of the series.                                 

   The prospectus supplement relating to any debt securities being offered
will include specific terms relating to the offering. These terms will include  
some or all of the following:                                                   

.  the title and type of the debt securities;                           

.  the total principal amount of the debt securities;                   

.  the percentage of the principal amount at which the debt securities  
will be issued and any payments due if the maturity of the debt   
securities is accelerated;                                        

.  the date or dates on which the principal of the debt securities will 
be payable;                                                       

.  whether the debt securities will be denominated in, and whether the  
  principal of and any premium and any interest on the debt securities
 will be payable in, U.S. dollars or any foreign currency or foreign
currency units;                                                   

.  the interest rate or rates, if any, which the debt securities will   
bear, the date or dates from which any interest will accrue, the  
   interest payment dates for the debt securities and the regular record
date for any interest payable on any interest payment date;       

.  any index or other special method we will use to determine the amount
of principal or any premium or interest we will pay on the debt   
securities of the series;                                         

.  any optional or mandatory redemption periods;                        

.  any sinking fund or other provisions that would obligate us to       
repurchase or otherwise redeem the debt securities;               

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.  whether the debt securities are to be issued in individual           
  certificates to each holder or in the form of global securities held
by a depositary on behalf of holders;                             

.  any addition to, or modification or deletion of, any event of default
or any covenant specified in the indenture;                       

.  any special tax implications of the debt securities, including       
provisions for original issue discount securities, if offered;    

.  any terms upon which the debt securities may be convertible into or  
exchanged for other debt securities or indebtedness or other      
securities of any other issuer or obligor; and                    

.  any other specific terms of the debt securities.                     

   The prospectus supplement relating to the debt securities of the series
will be attached to the front of this prospectus.                               

    We may issue debt securities other than the debt securities described in
this prospectus. There is no requirement that any other debt securities that we 
issue be issued under the indenture. Thus, any other debt securities that we    
issue may be issued under other indentures or documentation, containing         
provisions different from those included in the indenture or applicable to one  
or more issues of the debt securities described in this prospectus.             

Consolidation, Merger or Sale                                                   

We have agreed not to consolidate with or merge into any other      
corporation or convey or transfer or lease substantially all of our properties  
and assets to any person, unless:                                               

       (a)the successor corporation expressly assumes by a
  supplemental indenture the due and punctual payment of the
    principal of and any premium or any interest on all the debt
         securities and the performance of every covenant in the indenture
         that we would otherwise have to perform as if it were an original
party to the indenture; and                             

                (b)we deliver to the trustee an officers' certificate and an
        opinion of counsel, each stating that the consolidation, merger,
         conveyance or transfer and the supplemental indenture comply with
these provisions.                                       

The successor corporation will assume all our obligations under the 
indenture as if it were an original party to the indenture. After assuming such 
obligations, the successor corporation will have all our rights and powers      
under the indenture.                                                            

Modification of Indenture                                                       

Under the indenture our rights and obligations and the rights of the
holders may be modified if the holders of a majority in aggregate principal     
amount of the outstanding debt securities of each series affected by the        
modification consent to it. No modification of the maturity date or principal   
or interest payment terms, no modification of the currency for payment, no      
impairment of the right to sue for the enforcement of payment at the maturity   
of the debt security, no modification of any conversion rights and no           
modification reducing the percentage required for modifications or modifying    
the foregoing requirements or redoing the percentage required to waive certain  
specified covenants, is effective against any holder without its consent.       

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Events of Default                                                               

 When we use the term "Event of Default" in the indenture, here are some
examples of what we mean.                                                       

An Event of Default occurs if:                                        

.  we fail to make the principal or any premium payment on any debt     
security when due;                                                

 .  we fail to make any sinking fund payment for 60 days after payment was
due;                                                              

 .  we fail to pay interest on any debt security for 60 days after payment
was due;                                                          

.  we fail to perform any other covenant in the indenture and this      
  failure continues for 90 days after we receive written notice of it;
or                                                                

.  we or a court take certain actions relating to the bankruptcy,       
insolvency or reorganization of our company.                      

The supplemental indenture or the form of security for a particular   
series of debt securities may include additional Events of Default or changes   
to the Events of Default described above. The Events of Default applicable to   
a particular series of debt securities will be discussed in the prospectus      
supplement relating to such series. A default under our other indebtedness      
will not be a default under the indenture for the debt securities covered by    
this prospectus, and a default under one series of debt securities will not     
necessarily be a default under another series. The trustee may withhold notice  
to the holders of debt securities of any default (except for defaults that      
involve our failure to pay principal or interest) if it considers such          
withholding of notice to be in the best interests of the holders.               

   If an Event of Default with respect to outstanding debt securities of any
series occurs and is continuing, then the trustee or the holders of at least    
33% in principal amount of outstanding debt securities of that series may       
declare, in a written notice, the principal amount (or specified amount) plus   
accrued and unpaid interest on all debt securities of that series to be         
immediately due and payable. At any time after a declaration of acceleration    
with respect to debt securities of any series has been made, the holders of a   
majority in principal amount of the outstanding debt securities may rescind     
and annul the acceleration if:                                                  

.  the holders act before the trustee has obtained a judgment or decree 
for payment of the money due;                                     

.  we have paid or deposited with the trustee a sum sufficient to pay   
overdue interest and overdue principal other than the accelerated 
interest and principal; and                                       

.  we have cured or the holders have waived all Events of Default, other
than the non-payment of accelerated principal and interest with   
respect to debt securities of that series, as provided in the     
indenture.                                                        

  We refer you to the prospectus supplement relating to any series of debt
securities that are discount securities for the particular provisions relating  
to acceleration of a portion of the principal amount of the discount            
securities upon the occurrence of an Event of Default.                          

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 If a default in the performance or breach of the indenture shall have
occurred and be continuing, the holders of not less than a majority in          
principal amount of the outstanding securities of all series, by notice to the  
trustee, may waive any past Event of Default or its consequences under the      
indenture. However, an Event of Default cannot be waived with respect to any    
series of securities in the following two circumstances:                        

.  a failure to pay the principal of, and premium, if any, or interest  
   on any security or in the payment of any sinking fund installment; or

.  a covenant or provision that cannot be modified or amended without   
  the consent of each holder of outstanding securities of that series.

    Other than its duties in case of a default, the trustee is not obligated
to exercise any of its rights or powers under the indenture at the request,     
order or direction of any holders, unless the holders offer the trustee         
reasonable indemnity. If they provide this reasonable indemnity, the holders of 
a majority in principal amount outstanding of any series of debt securities     
may, subject to certain limitations, direct the time, method and place of       
conducting any proceeding or any remedy available to the trustee, or exercising 
any power conferred upon the trustee, for any series of debt securities.        

   We are required to deliver to the trustee an annual statement as to our
fulfillment of all of our obligations under the indenture.                      

Payment and Transfer                                                            

We will pay principal, interest and any premium on fully registered 
securities at the place or places designated by us for such purposes. We will   
make payment to the persons in whose names the debt securities are registered   
on the close of business on the day or days specified by us. Any other payments 
will be made as set forth in the applicable prospectus supplement. Holders may  
transfer or exchange fully registered securities at the corporate trust office  
of the trustee or at any other office or agency maintained by us for such       
purposes, without the payment of any service charge except for any tax or       
governmental charge.                                                            

Global Securities                                                               

 We may issue the securities in whole or in part in the form of one or
more global securities that will be deposited with, or on behalf of, a          
depositary identified in the applicable prospectus supplement. We may issue the 
global securities in either registered or bearer form in either temporary or    
permanent form. We will describe the specific terms of the depositary           
arrangement with respect to a series of securities in the applicable prospectus 
supplement.                                                                     

 You may transfer or exchange certificated securities at any office we
maintain for this purpose in accordance with the terms of the indenture. We     
will not charge a service fee for any transfer or exchange of certificated      
securities, but we may require payment of a sum sufficient to cover any tax or  
other governmental charge we are required to pay in connection with a transfer  
or exchange.                                                                    

   You may effect the transfer of certificated securities and the right to
receive the principal, premium and interest on certificated securities only by  
surrendering the certificate representing those certificated securities and     
either reissuance by us or the trustee of the certificate to the new holder or  
the issuance by us or the trustee of a new certificate to the new holder.       

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We are not required to:                                             

.   register, transfer or exchange securities of any series during a    
  period beginning at the opening of business 15 days before the day
we transmit a notice of redemption of securities of the series  
  selected for redemption and ending at the close of business on the
day of the transmission, or                                     

.   to register, transfer or exchange any security so selected for      
    redemption in whole or in part, except the unredeemed portion of any
security being redeemed in part.                                

    The applicable prospectus supplement will describe the specific terms of
the depositary arrangement with respect to the applicable securities of that    
series. We anticipate that the following provisions will apply to all           
depositary arrangements.                                                        

     Once a global security is issued, the depositary will credit on its book-
entry system the respective principal amounts of the individual securities      
represented by that global security to the accounts of institutions that have   
accounts with the depositary. These institutions are known as participants. The 
underwriters for the securities will designate the accounts to be credited.     
However, if we have offered or sold the securities either directly or through   
agents, we or the agents will designate the appropriate accounts to be          
credited.                                                                       

    Ownership of beneficial interest in a global security will be limited to
participants or persons that may hold beneficial interests through              
participants. Ownership of beneficial interest in a global security will be     
shown on, and the transfer of that ownership will be effected only through,     
records maintained by the depositary's participants or persons that hold        
through participants. The laws of some states require that certain purchasers   
of securities take physical delivery of securities. Such limits and such laws   
may limit the market for beneficial interests in a global security.             

   So long as the depositary for a global security, or its nominee, is the
registered owner of a global security, the depositary or nominee will be        
considered the sole owner or holder of the securities represented by the global 
security for all purposes under the indenture. Except as provided in the        
applicable prospectus supplement, owners of beneficial interests in a global    
security:                                                                       

.   will not be entitled to have securities represented by global       
securities registered in their names;                           

.   will not receive or be entitled to receive physical delivery of     
securities in definitive form; and                              

.   will not be considered owners or holders of these securities under  
the indenture.                                                  

Payments of principal, any premium and interest on the individual   
securities registered in the name of the depositary or its nominee will be made 
to the depositary or its nominee as the holder of that global security. Neither 
we nor the trustee will have any responsibility or liability for any aspect of  
the records relating to or payments made on account of beneficial ownership     
interests of a global security, or for maintaining, supervising or reviewing    
any records relating to beneficial ownership interests and each of us and the   
trustee may act or refrain from acting without liability on any information     
provided by the depositary.                                                     

    We expect that the depositary, after receiving any payment of principal,
any premium or interest in respect of a global security, will immediately       
credit the accounts of the participants with payment in amounts proportionate   
to their respective holdings in principal amount of beneficial interest in a    
global security as shown on the records of the depositary. We also expect that  
payments by participants to owners of beneficial interests in a global security 
will be governed by standing customer instructions and customary practices, as  
is now the case with securities held for the accounts of customers in bearer    
form or registered in "street name," and will be the responsibility of such     
participants.                                                                   

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     Debt securities represented by a global security will be exchangeable for
debt securities in definitive form of like tenor in authorized denominations    
only if the depositary notifies us that it is unwilling or unable to continue   
as the depositary and a successor depositary is not appointed by us within 90   
days or we, in our discretion, determine not to require all of the debt         
securities of a series to be represented by a global security and notify the    
trustee of our decision.                                                        

Defeasance                                                                      

  When we use the term defeasance, we mean discharge from some or all of
our obligations under the indenture. If we deposit with the trustee sufficient  
cash or government securities to pay the principal, interest, any premium and   
any other sums due to the stated maturity date or a redemption date of the debt 
securities of a particular series, then at our option:                          

.   we will be discharged from our obligations with respect to the debt 
securities of such series; or                                   

.  we will no longer be under any obligation to comply with certain     
restrictive covenants under the indenture, and certain Events of  
Default will no longer apply to us.                               

If this happens, the holders of the debt securities of the affected 
series will not be entitled to the benefits of the indenture except for         
registration of transfer and exchange of debt securities and replacement of     
lost, stolen or mutilated debt securities. Such holders may look only to such   
deposited funds or obligations for payment.                                     

To exercise our defeasance option, we must deliver to the trustee an
opinion of counsel to the effect that the deposit and related defeasance would  
not cause the holders of the debt securities to recognize income, gain or loss  
for Federal income tax purposes. We must also deliver any ruling to such effect 
received from or published by the United States Internal Revenue Service if we  
are discharged from our obligations with respect to the debt securities.        

Concerning the Trustee                                                          

The trustee, The Chase Manhattan Bank, has provided banking and     
investment services to us in the past and may do so in the future as a part of  
its regular business.                                                           

PLAN OF DISTRIBUTION

We may sell the offered debt securities                             

.  through underwriters or dealers;                                     

.  through agents;                                                      

.  directly to one or more purchasers; or                               

.  through a number of direct sales or auctions performed by utilizing  
the Internet or a bidding or ordering system.                     

We may distribute the securities from time to time in one or more   
transactions at a fixed price or prices, which may be changed, or at market     
prices prevailing at the time of sale, at prices related to the prevailing      
market prices or at negotiated prices.                                          

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Sale Through Underwriters                                                       

  If we use underwriters in the sale, such underwriters will acquire the
debt securities for their own account. The underwriters may resell the          
securities in one or more transactions, including negotiated transactions, at a 
fixed public offering price or at varying prices determined at the time of      
sale. The obligations of the underwriters to purchase the securities will be    
subject to certain conditions. The underwriters will be obligated to purchase   
all the securities of the series offered if any of the securities are           
purchased. The underwriters may change from time to time any initial public     
offering price and any discounts or concessions allowed or re-allowed or paid   
to dealers.                                                                     

Sale Through Agents                                                             

We may sell offered debt securities through agents designated by us.
Unless indicated in the prospectus supplement, the agents have agreed to use    
their reasonable best efforts to solicit purchases for the period of their      
appointment.                                                                    

Direct Sales                                                                    

We may also sell offered debt securities directly. In this case, no 
underwriters or agents would be involved.                                       

Sale Through the Internet                                                       

  We may from time to time offer debt securities directly to the public,
with or without the involvement of agents, underwriters or dealers, and may     
utilize the Internet or another electronic bidding or ordering system for the   
pricing and allocation of such debt securities. Such a system may allow bidders 
to directly participate, through electronic access to an auction site, by       
submitting conditional offers to buy that are subject to acceptance by us, and  
which may directly affect the price or other terms at which such securities are 
sold.                                                                           

    Such a bidding or ordering system may present to each bidder, on a real-
time basis, relevant information to assist you in making a bid, such as the     
clearing spread at which the offering would be sold, based on the bids          
submitted, and whether a bidder's individual bids would be accepted, prorated   
or rejected. Typically the clearing spread will be indicated as a number of     
basis points above an index treasury note. Other pricing methods may also be    
used. Upon completion of such an auction process securities will be allocated   
based on prices bid, terms of bid or other factors.                             

   The final offering price at which debt securities would be sold and the
allocation of debt securities among bidders, would be based in whole or in part 
on the results of the Internet bidding process or auction. Many variations of   
Internet auction or pricing and allocation systems are likely to be developed   
in the future, and we may utilize such systems in connection with the sale of   
debt securities. The specific rules of such an auction would be distributed to  
potential bidders in an applicable prospectus supplement.                       

     If an offering is made using such a bidding or ordering system you should
review the auction rules, as described in the prospectus supplement, for a more 
detailed description of such offering procedures.                               

General Information                                                             

    Underwriters, dealers and agents that participate in the distribution of
the offered securities may be underwriters as defined in the Securities Act of  
1933, and any discounts or commissions received by them from us and any profit  
on the resale of the offered securities by them may be treated as underwriting  
discounts and commissions under the Securities Act. We will identify any        
underwriters or agents, and describe their compensation, in a prospectus        
supplement.                                                                     

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We may have agreements with the underwriters, dealers and agents to 
indemnify them against certain civil liabilities, including liabilities under   
the Securities Act, or to contribute with respect to payments which the         
underwriters, dealers or agents may be required to make. Underwriters, dealers  
and agents may engage in transactions with, or perform services for, us or our  
subsidiaries in the ordinary course of their businesses.                        

VALIDITY OF DEBT SECURITIES 

    Margaret M. Foran, our Vice President-Corporate Governance and Assistant
Secretary, will pass upon the validity of the debt securities for us.           

EXPERTS 

   The consolidated balance sheets of Pfizer Inc. and Subsidiary Companies
as of December 31, 1999 and 1998 and the related consolidated statements of     
income, shareholders' equity and cash flows for each of the years in the three- 
year period ended December 31, 1999, restated to give retroactive effect to the 
merger on June 19, 2000 with Warner-Lambert Company and its subsidiaries, have  
been incorporated by reference herein in reliance upon the report of KPMG LLP,  
our independent public accountants, which is based in part upon the report of   
PricewaterhouseCoopers LLP, independent public accountants for Warner-Lambert   
Company. We incorporate these consolidated financial statements in this         
prospectus and we do so in reliance upon the reports of KPMG LLP and            
PricewaterhouseCoopers LLP (incorporated by reference herein) and upon their    
authority as experts in auditing and accounting.                                

With respect to the unaudited interim financial information for the 
periods ended April 2 and July 2, 2000, incorporated by reference, the          
independent certified public accountants have reported that they applied        
limited procedures in accordance with professional standards for a review of    
such information. However, their separate reports included in our quarterly     
reports on Form 10-Q for the quarters ended April 2 and July 2, 2000, and       
incorporated by reference, state that they did not audit and they do not        
express an opinion on that interim financial information. Accordingly, the      
degree of reliance on their reports on such information should be restricted in 
light of the limited nature of the review procedures applied. The accountants   
are not subject to the liability provisions of Section 11 of the Securities Act 
of 1933 for their reports on the unaudited interim financial information        
because those reports are not a "report" or a "part" of the registration        
statement prepared or certified by the accountants within the meaning of        
Sections 7 and 11 of the Securities Act.                                        

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

Yen 60,000,000,000

PFIZER INC. 

.80% Notes Due 2008 

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

PROSPECTUS SUPPLEMENT 

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

Merrill Lynch International 

Morgan Stanley Dean Witter

Lehman Brothers 
Nikko Salomon Smith Barney Europe 
Tokyo-Mitsubishi International plc

May 11, 2001

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

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B2’ Filing		Date		First		Last			Other Filings
		3/18/08		1		11			4
		9/18/01		1		11
		5/18/01		1		14
Filed on:		5/15/01							10-Q
		5/11/01		1		40
		5/8/01		4
		5/1/01		7
		4/1/01		5		6			10-Q
		2/2/01		4					8-K
		1/30/01		4		11			8-K
		1/24/01		4					8-K
		1/1/01		22
		12/31/00		3		4			10-K405,  11-K
		10/31/00		1		29
		10/1/00		31					10-Q
		9/1/00		30					8-K
		8/28/00		30					8-K
		8/16/00		30					8-K
		7/2/00		30		39			10-Q
		6/30/00		30					11-K
		6/29/00		30					8-K
		6/20/00		30					8-K
		6/19/00		4		39			8-K,  S-8,  S-8 POS
		5/24/00		30					11-K
		4/21/00		30					8-K
		4/18/00		30					8-K
		4/2/00		30					10-Q
		2/22/00		30					8-K,  S-4/A
		2/18/00		30					8-K
		1/18/00		30					8-K
		12/31/99		30		39			10-K,  11-K
		12/31/98		39					10-K,  11-K,  8-K
		12/31/96		6					10-K
		12/31/95		31					10-K
									List all Filings