Exhibit 99(a)


Cautionary Statements Relating to "Safe Harbor" Provisions of 
the Private Securities Litigation Reform Act of 1995


     Certain Company communications contain forward-looking 
statements. These statements may be identified by the use of 
forward-looking words or phrases such as "believe," "expect," 
"anticipate," "should," "planned," "may," "estimated" and 
"potential."  These forward-looking statements are based on the 
Company's current expectations.  The Private Securities 
Litigation Reform Act of 1995 provides a "safe harbor" for such 
forward-looking statements.  In order to comply with the terms 
of the safe harbor, the Company notes that a variety of factors 
could cause actual results and experience to differ materially 
from the anticipated results or other expectations expressed in 
such forward-looking statements.  The risks and uncertainties 
that may affect the operations, performance, development and 
results of the Company's business include:

Changes in the favorable market reaction to the Company's 
significant new pharmaceutical products, the cholesterol-
lowering agent LIPITOR and the type 2 diabetes drug REZULIN.

Competitive factors, including managed care and other groups or 
institutions seeking price discounts; technological advances 
attained by competitors; and patents granted to or contested by 
competitors, which would result in their ability to compete 
against the Company more effectively.

Difficulties or delays in pharmaceutical product development, 
including, but not limited to, the inability to identify viable 
new chemical compounds, to successfully complete toxicology 
testing and/or clinical trials, to obtain regulatory approval 
for the compounds or to gain market acceptance of approved 
products.

Unexpected safety or efficacy concerns arising with respect to 
marketed products, whether or not scientifically justified, 
leading to product recalls, withdrawals or other actions which 
could result in declining sales.

The expiration of patents or governmental grants of exclusivity 
with respect to the Company's products.

Government laws and regulations affecting domestic and 
international operations, which could include matters affecting 
drug approval and pricing; or actions of regulatory agencies 
with respect to products and/or manufacturing facilities which 
could result in fines, products interruption or withdrawal, 
plant closures or consent decrees.



Changes in economic conditions (including inflation, interest 
rates and foreign currency exchange rates) in the global 
marketplace, including Canada, Japan, Mexico and Western 
Europe, where the Company has significant businesses.

Significant litigation adverse to the Company, including, 
particularly, product liability litigation, antitrust 
litigation and patent and trademark litigation.