FORM 8-K



                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549



                          CURRENT REPORT



              Pursuant to Section 13 or 15(d) of the 
                  Securities Exchange Act of 1934



         Date of Report (Date of earliest event reported):
                          April 23, 1996



                      WARNER-LAMBERT COMPANY
      (Exact name of registrant as specified in its charter)



Delaware                 1-3608                   22-1598912
(State or other          (Commission              (IRS Employer
Jurisdiction of          File Number)             Identification
incorporation)                                    No.)



201 Tabor Road, Morris Plains, New Jersey   07950
(Address of principal executive offices)    (Zip Code)



Registrant's telephone number, including area code: (201) 540-2000

Item 5.   Other Events.

     On April 23, 1996, the Registrant's stockholders approved an
amendment to the Registrant's Restated Certificate of
Incorporation to increase the number of authorized shares of the
Registrant's Common Stock from 300,000,000 shares to 500,000,000
shares, and in so doing, enabled the Registrant to effect a two-
for-one stock split of the Registrant's Common Stock, approved
by the Board of Directors of the Registrant on January 23, 1996.

     The stock split will be effective at the close of business
on May 3, 1996.  Stockholders of record on that date will be
entitled to receive an additional stock certificate representing
one additional share for each share held.  Certificates will be
mailed to stockholders on May 17, 1996.

     Under the adjustment provisions of the Registrant's
Stockholder Rights Plan, holders of Common Stock will hold
Rights, each of which will entitle the holder of one share of
Common Stock (including shares distributed in the stock split) to
purchase one four-hundredth of a share of Series A Participating
Cumulative Preferred Stock of the Registrant at a price of $67.50
should the Right thereafter become exercisable.

Item 7.   Financial Statements, Pro Forma Financial Information
          and Exhibits.

     (c)  Exhibits

          (3)(i)    Restated Certificate of Incorporation of the
                    Registrant, as amended to April 23, 1996.

          (99)(i)   Excerpt from press release of the Registrant
                    dated April 23, 1996.


                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.



                              WARNER-LAMBERT COMPANY
                                   (Registrant)



Date:  April 23, 1996         By:  ERNEST J. LARINI
                                   Vice President and
                                   Chief Financial Officer


                          Exhibit Index


Exhibit No.     Exhibit                     Page No. 

(3)(i)          Restated Certificate of
                Incorporation of the Registrant,
                as amended to April 23, 1996.


(99)(i)         Excerpt from press release of the
                Registrant dated April 23, 1996.