CERTIFICATE OF CORRECTION

                                       OF

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                   PFIZER INC.

PFIZER INC., a corporation organized and existing under the General Corporation
Law of the State of Delaware, DOES HEREBY CERTIFY:

        1.       The name of the corporation is Pfizer Inc.

        2.       That a Restated Certificate of Incorporation of the
                 Corporation (the "Restated Certificate") was filed with
                 the Secretary of State of Delaware on April 28, 1995 and
                 that said Certificate requires correction as permitted by
                 Section 103(f) of the General Corporation Law of the State
                 of Delaware.

        3.       The inaccuracy or defect in said Restated Certificate to
                 be corrected is that the par value per share of the
                 Corporation's common stock stated in Article FOURTH,
                 Paragraph D, Section 2 (A) (i) of the Restated Certificate
                 inadvertently was not amended to reflect the Corporation's
                 present par value per share and, therefore, is corrected
                 to read as follows:

                 "(i) in the event the Board of Directors of the Company
                 shall, at any time after the issuance of any share of
                 Series A Preferred Stock, declare a cash dividend payable
                 on the Common Stock, $.05 par value per share, of the
                 Company (the "Common Stock"), a preferential cash dividend
                 in an amount per share (rounded to the nearest cent) equal
                 to 100 times the per share amount of such cash dividend
                 declared on a share of the Common Stock and..."

IN WITNESS WHEREOF, said PFIZER INC. has caused this Certificate of Correction
to be signed by Eileen R. Walton, its Assistant Secretary, this 11th day of May,
1995.

                                           PFIZER INC.

                                               
                                           By:  /s/ Eileen R. Walton
                                                --------------------------
                                                   Eileen R. Walton
                                                   Assistant Secretary