Exhibit 23

               [LETTERHEAD OF SUTHERLAND, ASBILL & BRENNAN LLP]



                                March 11, 1998


Philip Morris Companies Inc.
120 Park Avenue
New York, New York  10017

Ladies and Gentlemen:

          In connection with the U.S. $800,000,000 principal amount of Puttable
Reset Securities PURS(SM) due March 15, 2010 (the "Bonds") of Philip Morris
Companies Inc. (the "Company") to be issued under an indenture dated as of
December 2, 1996 (the "Indenture"), between the Company and The Chase Manhattan
Bank, as trustee, we have acted as special tax counsel to the Company, and in
that capacity have furnished certain opinions to it for use in the Prospectus
Supplement dated March 11, 1998 (the "Supplement") to a Prospectus dated
February 19, 1998 (the "Prospectus"), both of which have been prepared in
connection with the issuance of the Bonds.  We have examined the Indenture, the
Prospectus, the Supplement, and such other documents and legal authorities as we
have deemed relevant for purposes of expressing the opinion contained herein.
Our opinion is conditioned upon representations contained in such documents, and
assumes and is conditioned upon the accuracy of the information contained
therein.

          Based on the foregoing, we hereby confirm that our opinion contained
in the Supplement under the caption "CERTAIN FEDERAL INCOME TAX CONSIDERATIONS"
is correct as of this date.  We consent to the reference to our firm and to the
use of our opinion in the Supplement.

                                              Sincerely yours,

                                              SUTHERLAND, ASBILL & BRENNAN LLP
 


                                              By: /s/ David A. Golden
                                                 --------------------
                                                  David A. Golden