EXHIBIT A






To the Shareholders and 
  Board of Directors
The Upjohn Company

We have reviewed the condensed consolidated balance sheet of The Upjohn
Company and Subsidiaries as of March 31, 1994, and the related condensed
consolidated statements of earnings and cash flows for the three-month periods
ended March 31, 1994 and 1993.  These financial statements are the
responsibility of The Upjohn Company's management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters.  It is substantially less in scope that an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that
should be made to the accompanying condensed consolidated financial statements
referred to above, for them to be in conformity with generally accepted
accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 1993, and the
related consolidated statements of earnings, shareholders' equity, cash flows
and segment operations for the year ended (not presented herein); and in our
report, dated January 31, 1994, we expressed an unqualified opinion on those
consolidated financial statements.  In our opinion, the information set forth
in the accompanying condensed consolidated balance sheet as of December 31,
1993, is fairly stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.



                                            COOPERS & LYBRAND



Chicago, Illinois
May 11, 1994