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 pricing and
            pharmaceutical reimbursement.

            - 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.

            - Factors such as changes in business strategies and the
            impact of restructurings, impairments in asset carrying
            values and business combinations.