Pfizer Inc – ‘424B2’ on 1/29/01

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

 1: 424B2       Prospectus Supplement                                 19     89K 

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                                                Filed Pursuant to Rule 424(b)(2)
                                                      Registration No. 333-48382

PROSPECTUS SUPPLEMENT                                                           
(To prospectus dated October 31, 2000)                                          

[LOGO PFIZER]                                                                   
$750,000,000

Pfizer Inc. 

5 5/8% Notes Due 2006 

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

The Notes will bear interest at 5 5/8% per year and will mature on    
February 1, 2006. Interest on the Notes is payable on February 1 and August 1   
of each year, beginning on August 1, 2001. The Notes are unsecured and will     
rank equally with all of our other unsecured and unsubordinated debt. The Notes 
are not redeemable prior to maturity and are not subject to any sinking fund.   

   The Notes will be represented by one or more global securities registered
in the name of the nominee of The Depository Trust Company. Beneficial          
interests in the global securities will be shown on, and transfers will be      
effected only through, records maintained by DTC and its participants. Except   
as described below, Notes in definitive form will not be issued. See            
"Description of Notes".                                                         

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

                                                                [Download Table]

                                                   Per Note    Total    
                                                   --------    -----    
                                                                        
Public offering price(/1/)........................  99.97%  $749,775,000
Underwriting discount.............................   .325%    $2,437,500
Proceeds, before expenses, to Company............. 99.645%  $747,337,500

-------                                                                 
(/1/) Plus accrued interest from January 30, 2001, if                   
settlement occurs after that date                           

 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 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, on or about January 30, 2001.                         

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

Joint Book-Running Managers 

Merrill Lynch & Co.                                                    JP Morgan

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

Lazard                                                      Salomon Smith Barney

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

The date of this prospectus supplement is January 25, 2001. 

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TABLE OF CONTENTS 

Prospectus Supplement 

                                                                [Download Table]

                                                                            Page
                                                                            ----
                                                                                
Disclosure Notice: Forward Looking Information............................. S-3 
Use of Proceeds............................................................ S-3 
Description of Notes....................................................... S-3 
Underwriting............................................................... S-6 
Legal Matters.............................................................. S-7 
                                Prospectus                                      
Where You Can Find More Information........................................   1 
The Company................................................................   2 
Ratio of Earnings to Fixed Charges.........................................   2 
Use of Proceeds............................................................   2 
Description of Debt Securities.............................................   2 
Plan of Distribution.......................................................   8 
Validity of Debt Securities................................................  10 
Experts....................................................................  10 

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

You should rely only on the information contained or incorporated by  
reference in this prospectus supplement and the accompanying prospectus. No     
person is authorized to give any information or to make any representations     
other than those contained or incorporated by reference in this prospectus      
supplement or the accompanying prospectus. If anyone provides you with          
different or inconsistent information, you should not rely on it. This          
prospectus supplement and the accompanying prospectus is not an offer to sell   
or buy any securities in any jurisdiction where it is unlawful. Neither the     
delivery of this prospectus supplement or the accompanying prospectus, nor any  
sale of Notes made under these documents, will, under any circumstances, create 
any implication that there has been no change in our affairs since the date of  
this prospectus supplement or the accompanying prospectus or that the           
information contained or incorporated by reference is correct as of any time    
subsequent to the date of such information. Our business, financial condition,  
results of operation and prospects may have changed since those dates.          

   The underwriters may engage in transactions that stabilize, maintain or
otherwise affect the price of the Notes, including over-allotment, stabilizing  
and short-covering transactions in the Notes, and the imposition of penalty     
bids. The effect of these transactions may be to stabilize or maintain the      
market price of the Notes at a level above that which might otherwise prevail   
in the open market. The imposition of a penalty bid may also affect the price   
of the Notes to the extent that it discourages resales of Notes. Such           
transactions, if commenced, may be discontinued at any time.                    

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DISCLOSURE NOTICE: FORWARD LOOKING INFORMATION

    The information contained in this prospectus supplement is accurate only
as of the date hereof, and will not be updated as a result of new information   
or future events or developments.                                               

This prospectus supplement contains or incorporates forward-looking 
statements within the meaning of the securities laws about our financial        
results, 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 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,  
1999, and in our periodic reports on Forms 10-Q and 8-K (if any).               

USE OF PROCEEDS 

   We will use the net proceeds before expenses from the sale of the Notes
of approximately $747,337,500 for general corporate purposes, including the     
reduction of U.S. short-term borrowings. As of January 24, 2001, we had         
approximately $1,883,000,000 of U.S. short-term borrowings outstanding with an  
average interest rate of 5.73%. We may temporarily invest funds that are not    
immediately needed for these purposes in short-term marketable securities.      

DESCRIPTION OF NOTES

   The Notes are a series of debt securities described in the accompanying
prospectus. Reference should be made to the accompanying prospectus for a       
detailed summary of additional provisions of the Notes and of the indenture to  
be dated as of January 30, 2001 between Pfizer Inc. and The Chase Manhattan     
Bank, as trustee, under which the Notes are issued. 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 limited to $750,000,000 aggregate principal amount. The
Notes will mature on February 1, 2006. We will issue the Notes in denominations 
of $1,000 and integral multiples of $1,000.                                     

    Interest on the Notes will accrue at the annual rate of 5 5/8%. Interest
will accrue from and including January 30, 2001, and is payable on February 1   
and August 1 of each year, commencing August 1, 2001. We will make each         
interest payment to the holders of record of Notes at the close of business on  
the next preceding January 15 and July 15.                                      

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 Interest will be computed on the basis of a 360-day year comprised of
twelve 30-day months. The trustee, through its corporate trust office in the    
Borough of Manhattan, City of New York (in such capacity, the "paying agent")   
will act as our paying agent with respect to the Notes. Payments of principal,  
interest and premium, if any, will be made by us through the paying agent to    
DTC.                                                                            

Redemption; Sinking Fund                                                        

   The Notes are not redeemable prior to maturity and will not be entitled
to the benefit of a sinking fund.                                               

Book-Entry System                                                               

The Depository Trust Company, New York, NY, will act as securities  
depository for the Notes. The Notes will be issued as fully registered          
securities registered in the name of Cede & Co. (DTC's partnership nominee) or  
such other name as may be requested by an authorized representative of DTC. One 
fully-registered Note certificate will be issued for the Notes, in the          
aggregate principal amount of such issue, and will be deposited with DTC. If,   
however, the aggregate principal amount of the issue exceeds $400 million, one  
certificate will be issued with respect to each $400 million of principal       
amount and an additional certificate will be issued with respect to any         
remaining principal amount of such issue.                                       

DTC has informed us that DTC is:                                    

.  a limited-purpose trust company organized under the New York Banking 
Law;                                                              

.  a "banking organization" within the meaning of the New York Banking  
Law;                                                              

.  a member of the Federal Reserve System;                              

.  a "clearing corporation" within the meaning of the New York Uniform  
Commercial Code; and                                              

.  a "clearing agency" registered pursuant to the provisions of Section 
17A of the Securities Exchange Act of 1934.                       

DTC holds securities that its participants ("Direct Participants")  
deposit with DTC. DTC also facilitates the settlement among Direct Participants 
of securities transactions, such as transfers and pledges, in deposited         
securities through electronic computerized book-entry changes in Direct         
Participants' accounts, which eliminates the need for physical movement of      
securities certificates. Direct Participants include securities brokers and     
dealers, banks, trust companies, clearing corporations, and certain other       
organizations. DTC is owned by a number of its Direct Participants and by New   
York Stock Exchange, Inc., the American Stock Exchange LLC, and the National    
Association of Securities Dealers, Inc. Access to the DTC system is also        
available to others such as securities brokers and dealers, banks, and trust    
companies that clear through or maintain a custodial relationship with a Direct 
Participant, either directly or indirectly ("Indirect Participants"). The rules 
applicable to DTC and its Direct and Indirect Participants are on file with the 
Securities and Exchange Commission.                                             

     Purchases of Notes under the DTC system must be made by or through Direct
Participants, which receive a credit for the Notes on DTC's records. The        
ownership interest of each actual purchaser of each Note ("Beneficial Owner")   
is in turn to be recorded on the Direct and Indirect Participants' records.     
Beneficial Owners will not receive written confirmations from DTC of their      
purchase, but Beneficial Owners are expected to receive written confirmations   
providing details of the transaction, as well as periodic statements of their   
holdings, from the Direct or Indirect Participant through which the Beneficial  
Owner entered into the transaction. Transfers of ownership interests in the     
Notes are to be accomplished by entries made on the books of Direct and         
Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners  
will not receive certificates representing their ownership interests in Notes   
except in the event that use of the book-entry system                           

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for the Notes is discontinued. As a result, the ability of a person having a    
beneficial interest in the Notes to pledge such interest to persons or entities 
that do not participate in the DTC system, or to otherwise take actions with    
respect to such interest, may be affected by the lack of a physical certificate 
evidencing such interest. In addition, the laws of some states require that     
certain persons take physical delivery in definitive form of securities that    
they own and that security interests in negotiable instruments can only be      
perfected by delivery of certificates representing the instruments.             
Consequently, the ability to transfer notes evidenced by the global notes will  
be limited to such extent.                                                      

To facilitate subsequent transfers, all Notes deposited by Direct   
Participants with DTC are registered in the name of DTC's partnership nominee,  
Cede & Co. or such other name as may be requested by an authorized              
representative of DTC. The deposit of Notes with DTC and their registration in  
the name of Cede & Co. or such other nominee do not effect any change in        
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of   
the Notes; DTC's records reflect only the identity of the Direct Participants   
to whose accounts such Notes are credited, which may or may not be the          
Beneficial Owners. The Direct and Indirect Participants will remain responsible 
for keeping account of their holdings on behalf of their customers.             

Conveyance of notices and another communications by DTC to Direct   
Participants, by Direct Participants to Indirect Participants, and by Direct    
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.                                             

   Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or
vote with respect to the Notes. Under its usual procedures, DTC mails an        
Omnibus Proxy to the issuer as soon as possible after the record date. The      
Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct  
Participants to whose accounts the Notes are credited on the record date (      
identified in a listing attached to the Omnibus Proxy).                         

     Payments of principal, interest and premium, if any, on the Notes will be
made to Cede & Co., or such other nominee as may be requested by an authorized  
representative of DTC. DTC's practice is to credit Direct Participants'         
accounts, upon DTC's receipt of funds and corresponding detail information from 
us on the payable date in accordance with their respective holdings shown on    
DTC's records. Payments by 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 such Participant and not of     
DTC, or us, subject to any statutory or regulatory requirements as may be in    
effect from time to time. Payment of redemption proceeds, distributions, and    
dividends to Cede & Co. (or such other nominee as may be requested by an        
authorized representative of DTC) is our responsibility and disbursement of     
such payments to Direct Participants will be the responsibility of DTC, and     
disbursement of such payments to the Beneficial Owners will be the              
responsibility of Direct and Indirect Participants.                             

    DTC may discontinue providing its services as securities depository with
respect to the Notes at any time by giving reasonable notice to us. Under such  
circumstances, in the event that a successor securities depository is not       
obtained, Note certificates are required to be printed and delivered. In        
addition, we may decide to discontinue use of the system of book-entry          
transfers through DTC (or a successor securities depository). In that event,    
Note certificates will be printed and delivered. See "Description of Debt       
Securities--Global Securities" in the accompanying prospectus.                  

    We will not have any responsibility or obligation to participants in the
DTC system or the persons for whom they act as nominees with respect to the     
accuracy of the records of DTC, its nominee or any Direct or Indirect           
Participant with respect to any ownership interest in the Notes, or with        
respect to payments to or providing of notice for the Direct Participants, the  
Indirect Participants or the beneficial owners of the Notes.                    

The information in this section concerning DTC and DTC's book-entry 
system has been obtained from sources that we believe to be reliable. Neither   
we, the trustee or the underwriters, dealers or agents are responsible for the  
accuracy or completeness of this information.                                   

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UNDERWRITING

Subject to the terms and conditions set forth in the underwriting   
agreement, dated January 25, 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     
principal aggregate amount of the Notes set forth opposite its name below:      

                                                                [Download Table]

                                                               Principal  
                                                               Amount of  
     Underwriter                                                 Notes    
     -----------                                               ---------  
                                                                          
Merrill Lynch, Pierce, Fenner & Smith                                     
         Incorporated........................................ $318,750,000
Chase Securities Inc.........................................  318,750,000
Lazard Freres & Co. LLC......................................   56,250,000
Salomon Smith Barney Inc.....................................   56,250,000
                                                              ------------
     Total................................................... $750,000,000
                                                              ============

   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 purchase 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 .15% 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.                                                                         

     M. Anthony Burns and William H. Gray III, two of the Company's directors,
are both directors of J.P. Morgan Chase & Co. George B. Harvey, one of the      
Company's directors, is a director of Merrill Lynch,                            

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Pierce, Fenner & Smith Incorporated. The Chase Manhattan Bank, an affiliate of  
Chase Securities Inc., is the trustee under the indenture. Merrill Lynch,       
Pierce, Fenner & Smith Incorporated, Chase Securities Inc., Salomon Smith       
Barney Inc. and Lazard Freres & Co. LLC 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 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.                                                              

   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. 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 $500,000. The     
underwriters have agreed to reimburse us for $375,000 of such expenses.         

We will indemnify the underwriters against liabilities incurred in  
connection with the offering, including liabilities under the Securities Act of 
1933, as amended, and will contribute to payments that the underwriters may be  
required to make in connection with the offering.                               

LEGAL MATTERS 

    Margaret M. Foran, our Vice President-Corporate Governance and Assistant
Secretary, will pass upon the validity of the Notes. Cadwalader, Wickersham &   
Taft, New York, New York will pass upon various legal matters for the           
underwriters relating to the offering.                                          

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

[LOGO PFIZER]                                                                   

$750,000,000

PFIZER INC. 

5 5/8% Notes due 2006 

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

PROSPECTUS SUPPLEMENT 

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

Merrill Lynch & Co. 
JP Morgan 
Lazard
Salomon Smith Barney

January 25, 2001

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

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
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		12/31/99		3		18			10-K,  11-K
		12/31/98		18					10-K,  11-K,  8-K
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