Exhibit No. 99


                  Exhibit 99 to the Annual Report on Form 10-K
                  for the Fiscal Year Ended December 31, 1996

    Cautionary Statements Regarding "Safe Harbor" Provisions of the Private
                    Securities Litigation Reform Act of 1995


     The Company's Annual Report to Shareholders and its periodic reports filed
with the Securities and Exchange Commission, including its Annual Report on Form
10-K for the fiscal year ended December 31, 1996, are among certain
communications by the Company which contain forward looking statements,
including statements regarding its financial position, results of operations,
market position and product development.  These forward looking statements are
based on current expectations.  As permitted by the Private Securities
Litigation Reform Act of 1995, the Company is hereby filing the following
cautionary statements identifying important factors which, among others, could
cause the Company's actual results to differ materially from expected and
historical results:

     Changing business conditions including inflation and fluctuations in
     interest rates and foreign currency exchange rates.

     Competitive factors including managed care groups, institutions and
     government agencies seeking price discounts; technological advances
     attained by competitors; patents granted to competitors; potential generic
     competition for PREMARIN and for other health care and agricultural
     products as such products mature.

     Government laws and regulations affecting U.S. and international
     operations, including trade, monetary and fiscal policies, taxes (including
     the Section 936 income tax credit), price controls, changes in governments
     and legal systems, as well as actions affecting approvals of products and
     licensing.

     Difficulties or delays in product development including, but not limited
     to, the inability to identify viable new chemical compounds, successfully
     complete clinical trials, obtain and maintain regulatory approval for the
     compounds or gain and maintain market acceptance of approved products.
     Similar difficulties or delays can also affect the development of the
     Company's other businesses.

     Growth in costs and expenses, including changes in product mix, and the
     impact of any acquisitions or divestitures, restructuring and other unusual
     items that could result from evolving business strategies, evaluation of
     asset realization, and changing organizational structures.

     Significant litigation adverse to the Company including product liability
     risks related to the Company's health care and other products.

     Continued consolidation in the pharmaceutical industry could affect the
     Company's competitive position.