SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                       8-K

                                 CURRENT REPORT

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

              Date of Report (Date of Event Reported): May 17, 1999


                          AGOURON PHARMACEUTICALS, INC.
             (Exact name of registrant as specified in its charter)


California                        0-15609                    33-0061928
(State or other jurisdiction      (Commission                (IRS Employer
of Incorporation                  File Number)               Identification
                                                                Number)


                          10350 North Torrey Pines Road
                           La Jolla, California 92037
                    (Address of principal executive offices)

                                 (619) 622-3000
              (Registrant's telephone number, including area code)





Item 1.           Changes in Control of Registrant.

                  The merger (the "Merger") of WLC  Acquisition  Corporation,  a
California corporation and a wholly-owned  subsidiary of Warner-Lambert Company,
a Delaware corporation ("Warner-Lambert"), into Agouron Pharmaceuticals, Inc., a
California  corporation  (the  "registrant" or "Agouron") was consummated on May
17, 1999. 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
0.8934.  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 terms of the Merger were described in the Proxy  Statement
included  in  Agouron's  Schedule  14A filed with the  Securities  and  Exchange
Commission on April 19, 1999, and are incorporated herein by reference.

                  A copy of the press  release,  dated May 17,  1999,  issued 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 and Exhibits.

(c)      Exhibits.

EXHIBIT NUMBER           DESCRIPTION

2.1                      Agreement  and  Plan  of  Merger,   dated  as  of  
                         January  26,  1999,  among Warner-Lambert,  WLC  
                         Acquisition  Corporation and Agouron  (incorporated  by
                         reference to Annex A to the Proxy  Statement  included 
                         in Agouron's  Schedule 14A filed with the Securities 
                         and Exchange Commission on April 19, 1999).

99.1                     Press release of the registrant, issued May 17, 1999, 
                         regarding Merger.








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.

         Dated:   May 17, 1999

                          AGOURON PHARMACEUTICALS, INC.


                       By:    /S/
                          Peter Johnson
                          President and Chief Executive Officer








                                  EXHIBIT INDEX

    Exhibit NUMBER                                  DESCRIPTION

          2.1            Agreement  and Plan of Merger,  dated as of January 26,
                         1999, among Warner-Lambert, WLC Acquisition Corporation
                         and Agouron  (incorporated  by  reference to Annex A to
                         the Proxy Statement  included in Agouron's Schedule 14A
                         filed with the  Securities  and Exchange  Commission on
                         April 19, 1999).

         99.1            Press release of the registrant, issued May 17, 1999, 
                         regarding the Merger.