SECURITIES AND EXCHANGE COMMISSION

	Washington, D.C. 20549



	FORM 8-K


	CURRENT REPORT


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



	January 26, 1999
	Date of Report (Date of earliest event reported)



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


	Delaware
	(State or other jurisdiction of incorporation)

1-3608                                          22-1598912              
(Commission File Number)     (IRS Employer Identification No.)


	201 Tabor Road, Morris Plains, New Jersey 07950-2693    
(Address of principal executive offices)        (Zip Code)


	(973) 540-2895  
	(Registrant's telephone number, including area code)


Item 5. Other Events.


Warner-Lambert Company, a Delaware corporation (the 
"registrant" or "Warner-Lambert"), WLC Acquisition Corporation, a 
California corporation and a wholly-owned subsidiary of Warner-
Lambert ("Merger Sub"), and Agouron Pharmaceuticals, Inc., a 
California corporation ("Agouron"), have entered into an 
Agreement and Plan of Merger, dated as of January 26, 1999 (the 
"Merger Agreement"), whereby Merger Sub will be merged with and 
into Agouron, with Agouron as the surviving entity (the 
"Merger").

As a result of the Merger, each outstanding share of 
Agouron Common Stock will be converted into shares of common 
stock, par value $1.00 per share, of Warner-Lambert ("Warner-
Lambert Common Stock") at an exchange rate equal to $60.00 
divided by the average of the closing sales prices of Warner-
Lambert Common Stock on the New York Stock Exchange Composite 
Transactions Tape on each of the 10 consecutive trading days up 
to and including the second immediately preceding trading day 
prior to the date of Agouron's Stockholders Meeting.  In no event 
will the exchange rate be more than .9300, or less than .8108, of 
a share of Warner-Lambert Common Stock for each share of Agouron 
Common Stock.  Each outstanding option for shares of Agouron 
Common Stock will be converted into options for the number of 
shares of Warner-Lambert Common Stock that would have been 
received if such options and warrants had been exercised 
immediately prior to the Merger.

The closing of the Merger is subject to certain 
conditions, including the approval of the common stockholders of 
Agouron and the receipt of customary antitrust clearance.

Concurrently with the execution and delivery of the 
Merger Agreement, Agouron and the registrant entered into a Stock 
Option Agreement (the "Stock Option Agreement"). Under the Stock 
Option Agreement, Warner-Lambert does not have the right to 
acquire any shares of Agouron Common Stock unless certain 
specified events occur.  If the Option were to become 
exercisable, Warner-Lambert would be entitled to purchase upon 
exercise of the Option (subject to receipt of any necessary 
regulatory approvals) up to approximately 19.9% of the 
outstanding shares of Agouron Common Stock.  The Stock Option 
Agreement provides Warner-Lambert with the right, in certain 
circumstances, to require Agouron to repurchase the option and 
any shares acquired by exercise of the option and with the right 
to require Agouron to register the Agouron Common Stock acquired 
by or issuable upon exercise of the option under the Securities 
Act of 1933, as amended.

In connection with the Merger Agreement, Agouron's 
Board of Directors has resolved to amend its Amended and Restated 
Rights Agreement dated as of November 10, 1998 in order to render 
the rights issued thereunder inapplicable to the Merger 
Agreement, the Stock Option Agreement and the transactions 
contemplated thereby.

A copy of the press release, dated January 26, 1999, 
issued jointly by Warner-Lambert and Agouron, relating to the 
above-described transaction is attached as an exhibit to this 
report and is incorporated herein by reference.



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

The following exhibit is filed with this report:

Exhibit Number          Description


99              Press release of the registrant 
and Agouron, issued January 26, 
1999, regarding the Merger.

	SIGNATURE

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


								Joseph E. Lynch
By: -----------------------
   Name:  Joseph E. Lynch 
   Title: Vice President and  
	  Controller


Dated: January 28, 1999

	EXHIBIT INDEX

Exhibit 
Number

Description

	Page

99

Press release of the registrant and 
Agouron, issued January 26, 1999, 
regarding the Merger.