EXHIBIT 10(b)

                FORM OF STOCK OPTION AGREEMENT

          In addition to the terms and conditions of stock
option agreements generally applicable to Warner-Lambert
Company (the "Company") employees who receive stock options,
effective February 27, 1996, the following provisions are part
of the stock option agreement between the Company and certain
executive officers of the Company, including the named
executive officers of the Company, as defined by Item
402(a)(3) of Regulation S-K:

     1.   "RULE OF 80" OR ATTAINMENT OF AGE 65.  If, after a
date one year from the date of grant of the stock option, the
executive officer satisfies the "Rule of 80," as hereinafter
described, when the executive officer's employment terminates
or the executive officer has attained age 65 when the
executive officer's employment terminates, the executive
officer may exercise the stock option until the expiration of
ten years from the date of grant of the stock option, except
as provided below relating to termination for cause and
relating to employment by a competitor.  The "Rule of 80" is
satisfied if the individual's employment terminates (including
death while employed) on or after age 55 and if the sum of the
individual's age at termination (in full and partial years)
plus the period of service with the Company or any of its
subsidiaries (in full and partial years), equals at least 80.  
In the event of the executive officer's death after
termination of employment, the individual's representative may
exercise the stock option in accordance with these provisions
to the same extent that such provisions were applicable to the
executive officer.

     2.   FORFEITURE OF UNEXERCISED OPTIONS.  If the executive
officer's employment is terminated for cause, the stock option
shall terminate.  Determinations of cause shall be made in the
sole discretion of Management and shall include, but not be
limited to, terminations for violation of the Management
Integrity Policy, sexual harassment or theft.  Exceptions to
the application of this provision may be made by the
Compensation Committee of the Board of Directors.  This
provision is not intended to, nor shall it, alter the
executive officer's status as an employee-at-will.

     3.  EMPLOYMENT BY A COMPETITOR.  Notwithstanding any
other provision, if the executive officer's employment
terminates at or after age 55 and the individual becomes
employed by a competitor of the Company in any capacity (e.g,
as an employee, consultant or otherwise) within two (2) years
after the termination of employment, the stock options which
are then outstanding shall expire 90 days after the
commencement of employment with the competitor.