Pfizer Inc – ‘424B2’ on 10/26/01

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

 1: 424B2       Prospectus Supplement                                 18     90K 

Document Table of Contents

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PROSPECTUS SUPPLEMENT                                                           
(TO PROSPECTUS DATED OCTOBER 31, 2000)                                          

 [LOGO] Pfizer
$600,000,000  

PFIZER INC. 

3 5/8% NOTES DUE 2004 

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

INTEREST PAYABLE ON MAY 1 AND NOVEMBER 1  

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

THE NOTES WILL MATURE ON NOVEMBER 1, 2004, WILL BE OUR SENIOR UNSECURED DEBT    
OBLIGATIONS, WILL NOT BE REDEEMABLE PRIOR TO MATURITY, AND WILL NOT BE SUBJECT  
TO ANY SINKING FUND.                                                            

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

THE UNDERWRITER PROPOSES TO OFFER THE NOTES FROM TIME TO TIME FOR SALE IN       
NEGOTIATED TRANSACTIONS, OR OTHERWISE, AT VARYING PRICES TO BE DETERMINED AT    
THE TIME OF EACH SALE. THE UNDERWRITER HAS AGREED TO PURCHASE THE NOTES FROM US 
AT 100% OF THEIR PRINCIPAL AMOUNT ($600,000,000 OF PROCEEDS TO US), SUBJECT TO  
THE TERMS AND CONDITIONS IN THE UNDERWRITING AGREEMENT BETWEEN THE UNDERWRITER  
AND US.                                                                         

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

THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT 
APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS      
SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY          
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.                           

MORGAN STANLEY & CO. INCORPORATED EXPECTS TO DELIVER THE NOTES TO PURCHASERS ON 
OCTOBER 31, 2001.                                                               

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

MORGAN STANLEY  

OCTOBER 24, 2001                                                                

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TABLE OF CONTENTS 

PROSPECTUS SUPPLEMENT 

                                                                [Download Table]

                                               PAGE
                                               ----
                                                   
Disclosure Notice: Forward Looking Information S-2 
Ratios of Earnings to Fixed Charges........... S-3 
Use of Proceeds............................... S-3 
Description of Notes.......................... S-3 
Underwriters.................................. S-7 
Legal Matters................................. S-8 

                  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...................   9 
Experts.......................................   9 

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

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.          

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 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;                                

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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; any   
changes in business, political and economic conditions due to the recent        
terrorist attacks in the U.S., the threat of future terrorist activity in the   
U.S. and other parts of the world, and related U.S. military action overseas;   
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,  
2000, and in our periodic reports on Forms 10-Q and 8-K (if any).               

RATIOS OF EARNINGS TO FIXED CHARGES 

  Our consolidated ratio of earnings to fixed charges for the six months ended
July 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)                          
                                    SIX MONTHS   YEAR ENDED DECEMBER 31 
-                                     ENDED     ------------------------
                                   JULY 1, 2001 2000 1999 1998 1997 1996
-                                  ------------ ---- ---- ---- ---- ----
                                                                        
Ratio of earnings to fixed charges     23.5     11.6 14.7 13.1 10.9 10.1

USE OF PROCEEDS 

We will use the net proceeds before expenses from the sale of the Notes of
approximately $600,000,000 for general corporate purposes, including the        
reduction of U.S. short-term borrowings. As of October 19, 2001, we had         
approximately $4.605 billion of U.S. short-term borrowings outstanding with an  
average interest rate of 2.5%. 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     
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 initially be limited to $600,000,000 aggregate principal   
amount. The Notes will mature on November 1, 2004. 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 3 5/8%. Interest  
will accrue from and including October 31, 2001, and is payable on May 1 and    
November 1 of each year, commencing May 1, 2002. We will make each interest     
payment to the holders of record of Notes at the close of business on the next  
preceding April 15 and October 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.        

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.                                                                       

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 
or more fully-registered Note certificates will be issued for the Notes, in the 
aggregate principal amount of such issue, and will be deposited with DTC.       

Beneficial interests in the Notes will be shown on, and transfers thereof 
will be effected only through, records maintained by DTC and its direct and     
indirect participants, including Euroclear Bank S.A./N.V., as operator of the   
Euroclear System ("Euroclear") and Clearstream Banking, Societe anonyme,        
Luxembourg ("Clearstream Banking"). Investors may elect to hold interests in    
the Notes through any of DTC, Euroclear or Clearstream Banking, if they are     
participants in these systems, or indirectly through organizations which are    
participants in these systems. Euroclear and Clearstream Banking hold           
securities on behalf of their participants through customers' securities        
accounts in their respective names on the books of their respective             
depositaries, which in turn hold the securities in customers' securities        
accounts in the depositaries' names on the books of DTC.                        

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.                           

Euroclear and Clearstream Banking have informed us that: Euroclear and    
Clearstream Banking each hold securities for their customers and facilitate the 
clearance and settlement of securities transactions by electronic book-entry    
transfer between their respective account holders. Euroclear and Clearstream    
Banking provide various services including safekeeping, administration,         
clearance and settlement of internationally traded securities and securities    
lending and borrowing. Euroclear and Clearstream Banking also deal with         
domestic securities markets in several countries through established depository 
and custodial relationships. Euroclear and Clearstream Banking have established 
an electronic bridge between their two systems across which their respective    
participants may settle trades with each other.                                 

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Euroclear and Clearstream Banking customers are world-wide financial      
institutions including underwriters, securities brokers and dealers, banks,     
trust companies and clearing corporations. Indirect access to Euroclear and     
Clearstream Banking is available to other institutions which clear through or   
maintain a custodial relationship with an account holder of either system.      

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 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                       

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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.                             

Investors electing to hold their Notes through DTC will follow the        
settlement practices applicable to U.S. corporate debt obligations. The         
securities custody accounts of investors will be credited with their holdings   
on the settlement date against payment in same-day funds within DTC effected in 
U.S. dollars.                                                                   

Investors electing to hold their Notes through Euroclear or Clearstream   
Banking accounts will follow the settlement procedures applicable to            
conventional eurobonds.                                                         

Secondary market sales of book-entry interests in the Notes between DTC   
participants will occur in the ordinary way in accordance with DTC rules and    
will be settled using the procedures applicable to United States corporate debt 
obligations in DTC's Settlement System. Secondary market sales of book-entry    
interests in the Notes held through Euroclear or Clearstream Banking to         
purchasers of book-entry interests in the Notes through Euroclear or            
Clearstream Banking will be conducted in accordance with the normal rules and   
operating procedures of Euroclear and Clearstream Banking and will be settled   
using the procedures applicable to conventional eurobonds.                      

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, Euroclear, Clearstream    
Banking and their book-entry systems 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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UNDERWRITERS  

 Subject to the terms and conditions set forth in the underwriting agreement
dated October 24, 2001, we have agreed to sell to Morgan Stanley & Co.          
Incorporated, the underwriter, the entire $600,000,000 aggregate principal      
amount of the Notes to which this prospectus supplement relates.                

The underwriter proposes to offer the Notes from time to time for sale in 
negotiated transactions, or otherwise, at varying prices to be determined at    
the time of each sale. In connection with the sale of the Notes, the            
underwriter may be deemed to have received compensation from us in the form of  
underwriting discounts.                                                         

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

The underwriter is 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 underwriter 
of officer's certificates and legal opinions. The underwriter reserves the      
right to withdraw, cancel or modify offers to the public and to reject orders   
in whole or in part.                                                            

In connection with the offering, the underwriter is 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 underwriter creates a short position in the Notes in connection with the    
offering, i.e., if it sells more Notes than are on the cover page of this       
prospectus, the underwriter 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 the underwriter 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 the underwriter makes any representation that the      
underwriter will engage in these transactions or that these transactions, once  
commenced, will not be discontinued without notice.                             

The underwriter and its 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. The    
underwriter and its 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 underwriter that it presently intends to make a market in the    
Notes after the consummation of the offering, although it is 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 $75,000.          

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LEGAL MATTERS 

Margaret M. Foran, our Vice President-Corporate Governance and Assistant  
Secretary, will pass upon the validity of the Notes. Cravath, Swaine & Moore,   
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;               

 .   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;                                             

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  .   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.                 

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;                                                

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.   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.                                     

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.                  

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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.       

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.             

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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.                                                                   

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.                                                                       

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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.                                          

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                 

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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.                                                                     

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.                                                                 

9   

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
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		10/31/01		1		3
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		10/24/01		1		7			8-K
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		12/31/00		3					10-K405,  11-K
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		12/31/99		10		18			10-K,  11-K
		12/31/98		18					10-K,  11-K,  8-K
		12/31/96		3					10-K
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