EXHIBIT 99  CAUTIONARY STATEMENT UNDER PRIVATE SECURITIES
                 LITIGATION REFORM ACT OF 1995 - "SAFE HARBOR" FOR
                             FORWARD LOOKING DISCLOSURES

            Certain forward-looking statements are included in this Form
            10-Q and may be made by Company spokespersons based on
            current expectations of management.  All forward-looking
            statements made by the Company are subject to risks and
            uncertainties.  Certain factors, including but not limited
            to those listed below, may cause actual results to differ
            materially from current expectations and historical results.

            -  Economic factors over which the Company has no control,
            including changes in inflation, interest rates and foreign
            currency exchange rates.

            -  Competitive factors including generic competition as
            patents on key products, such as Prozac, expire; pricing
            pressures, both in the U.S. and abroad, primarily from
            managed care groups and government agencies; and
            technological advances and patents obtained by competitors.

            -  Governmental factors including laws and regulations and
            judicial decisions at the state and federal level related to
            Medicare, Medicaid and healthcare reform; and laws and
            regulations affecting international operations.

            -  The difficulties and uncertainties inherent in new
            product development.  New product candidates that appear
            promising in development may fail to reach the market
            because of efficacy or safety concerns, inability to obtain
            necessary regulatory approvals, difficulty or excessive
            costs to manufacture, or infringement of the patents or
            intellectual property rights of others.

            -  Delays and uncertainties in the FDA approval process and
            the approval processes in other countries, resulting in lost
            market opportunity.

            -  Unexpected safety or efficacy concerns arising with
            respect to marketed products, whether or not scientifically
            justified, leading to product recalls, withdrawals or
            declining sales.

            -  Legal factors including unanticipated litigation of
            product liability claims; antitrust litigation;
            environmental matters; and patent disputes with competitors
            which could preclude commercialization of products or
            negatively affect the profitability of existing products.

            -  Future difficulties obtaining or the inability to obtain
            existing levels of product liability insurance.

            -  Changes in tax laws, including the amendment to the
            Section 936 income tax credit, and future changes in tax
            laws related to the remittance of foreign earnings or
            investments in foreign countries with favorable tax rates.

            -  Changes in accounting standards promulgated by the
            Financial Accounting Standards Board, the Securities and
            Exchange Commission, and the American Institute of Certified
            Public Accountants which are adverse to the Company.

            -  Internal factors such as changes in business strategies
            and the impact of restructurings and business combinations.