[Letterhead of Pfizer Inc.]
June 3, 2013
BY HAND AND EDGAR
Alexandra M. Ledbetter
Attorney-Advisor
Securities and Exchange Commission
Division of Corporation Finance
Office of Mergers and Acquisitions
100 F Street, N.E.
Washington, DC 20549
| Re: | Pfizer Inc. |
| Schedule TO-I |
| Filed May 22, 2013 |
| File No. 005-60005 |
Dear Ms. Ledbetter:
Pfizer Inc. (the “Company”) hereby acknowledges that, in connection with the letter submitted by Skadden, Arps, Slate, Meagher & Flom LLP on behalf of the Company in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) in your comment letter dated May 30, 2013 (the “Comment Letter”) to the Company with respect to the above-referenced Tender Offer Statement on the Schedule TO (the “Schedule TO”) filed by the Company:
| • | the Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| • | Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| • | the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
* * * * *
| PFIZER INC. | ||
| By: | /s/ Bryan Supran | |
| Name: | Bryan Supran | |
| Title: | Senior Vice President & Associate General Counsel | |
| cc: | Nicholas Panos, Senior Special Counsel, Securities and Exchange Commission |
| Andrew J. Muratore, Assistant General Counsel – Business Transactions, Pfizer Inc. |
| Stacy J. Kanter, Skadden, Arps, Slate, Meagher & Flom LLP |
| Thomas W. Greenberg, Skadden, Arps, Slate, Meagher & Flom LLP |
