________________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K

(MARK ONE)

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 1-3608
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WARNER-LAMBERT COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 201 TABOR ROAD 22-1598912
(STATE OR OTHER JURISDICTION OF MORRIS PLAINS, NEW JERSEY 07950 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) (ADDRESS OF PRINCIPAL IDENTIFICATION NO.)
EXECUTIVE OFFICES, INCLUDING ZIP
CODE)

201-540-2000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

------------------------

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
- --------------------------------------------------------------- ------------------------------------------------

Common Stock (Par Value $1 Per Share) The New York Stock Exchange, Inc.
The Chicago Stock Exchange, Inc.
The Pacific Stock Exchange, Inc.
Rights to Purchase Series A The New York Stock Exchange, Inc.
Participating Cumulative Preferred Stock The Chicago Stock Exchange, Inc.
The Pacific Stock Exchange, Inc.

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

None.

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. YES [x] NO [ ].

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of the voting stock held by non-affiliates of
Warner-Lambert Company as of February 21, 1997 was approximately $22.9 billion.

The number of shares outstanding of the registrant's Common Stock as of
February 21, 1997 was 271,597,188 shares, Common Stock, par value $1.00 per
share.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Warner-Lambert Company Annual Report to Shareholders for
1996 -- Part I, Part II and Part IV.

Portions of the Proxy Statement for Annual Meeting of Stockholders of
Warner-Lambert Company to be held April 22, 1997 -- Part III.

________________________________________________________________________________

PART I

ITEM 1. BUSINESS.

The term 'Warner-Lambert' or the 'Company' refers to Warner-Lambert
Company, a Delaware corporation organized in that state in 1920, and its
consolidated subsidiaries, unless otherwise indicated or unless the context
otherwise requires.

Industry Segments and Geographic Areas. Financial information by industry
segment and geographic area for the years 1996, 1995 and 1994 is presented in
the Warner-Lambert 1996 Annual Report to Shareholders as set forth below.

The summary of Warner-Lambert's industry segments, geographic areas and
related financial information, set forth in Note 19 to the consolidated
financial statements on page 39 of the Warner-Lambert 1996 Annual Report, is
incorporated herein by reference.

All product names appearing in capitalized letters in this report on Form
10-K are registered trademarks of Warner-Lambert, its affiliates, related
companies or licensors. ZANTAC, ZANTAC 75 and BECONASE are registered trademarks
of Glaxo Wellcome plc ('Glaxo Wellcome'), its affiliates or related companies.

BUSINESS SEGMENTS

A detailed description of Warner-Lambert's industry segments is as follows:

Pharmaceutical Products

The principal products of Warner-Lambert in its Pharmaceutical Products
segment are ethical pharmaceuticals, biologicals and capsules.

Ethical Pharmaceuticals and Biologicals: Warner-Lambert manufactures and/or
sells, in the United States and/or internationally, an extensive line of ethical
pharmaceuticals and biologicals under trademarks and trade names such as
PARKE-DAVIS and GOEDECKE. Among these products are analgesics (PONSTAN, PONSTEL,
VALORON, VALORON-N, VEGANIN and VALTRAN), anesthetics (KETALAR), anthelmintics
(VANQUIN), anticonvulsants (CELONTIN, CEREBYX, DILANTIN, ZARONTIN and
NEURONTIN), anti-infectives (CHLOROMYCETIN, COLYMYCIN, DORYX, ERYC, MANDELAMINE
and OMNICEF (cefdinir)), antivaricosities (HEPATHROMBIN), anti-viral agents
(VIRA-A), bronchodilators (CHOLEDYL SA), cardiovascular products (NOVADRAL,
DILZEM, ACCUPRIL, ACCUZIDE, NITROSTAT, PIMENOL and PROCANBID), cognition drugs
for treatment of mild-to-moderate Alzheimer's disease (COGNEX), dermatologics
(BEBEN), diabetes drugs for non-insulin dependent diabetes mellitus patients
currently on insulin who are inadequately controlled by insulin (REZULIN),
prescription hemorrhoidal preparations (ANUSOL HC), hemostatic agents
(THROMBOSTAT), hormonal agents (PITRESSIN), lipid regulators (LIPITOR and
LOPID), oral contraceptives (ESTROSTEP and LOESTRIN), oxytocics (PITOCIN),
psychotherapeutic products (CETAL RETARD, DEMETRIN and NARDIL) and urinary
analgesics (PYRIDIUM).

The Company received U.S. Food and Drug Administration ('FDA') clearance to
market the anticonvulsant treatment CEREBYX in August 1996, the oral
contraceptive ESTROSTEP in October 1996 and the hormone replacement therapy
FEMPATCH in December 1996.

In December 1996 Warner-Lambert received FDA clearance to market the
cholesterol-lowering agent LIPITOR (Warner-Lambert's trademark for atorvastatin)
and began to ship the product in January 1997. The Company has also received
marketing approval in Canada, the United Kingdom and Germany for the drug.
Atorvastatin is marketed as LIPITOR in Canada and the United Kingdom and as
SORTIS in Germany.

Warner-Lambert received FDA clearance in January 1997 to market REZULIN
(Warner-Lambert's trademark for troglitazone), a diabetes drug for non-insulin
dependent diabetes mellitus patients currently on insulin who are inadequately
controlled by insulin. The Company has licensed the product from Sankyo Company,
Ltd. ('Sankyo') for North America and certain other areas, including

Central America, South America (except for Brazil and Venezuela where the
Company will co-promote the product with an affiliate of Sankyo), Australia, New
Zealand and the Philippines.

Warner-Lambert's pharmaceutical products are promoted for the most part
directly to health care professionals through personal solicitation of doctors
and other professionals by sales representatives with scientific training,
direct mail contact and advertising in professional journals. They are sold
either directly or through wholesalers to government agencies, chain and
independent retail pharmacies, hospitals, clinics, long-term care facilities,
mail order houses and health maintenance organizations. Sales to managed care
entities have become an increasingly large part of Warner-Lambert's domestic
pharmaceutical sales. The Company estimates that more than 55% of pharmaceutical
sales in the United States during 1996 were made to managed care entities
(including government agencies and hospitals). For further discussion of
Warner-Lambert's ethical products, see 'Item 1. Business -- Regulation' below.

Capsules: Warner-Lambert is the leading worldwide producer of empty
hard-gelatin capsules used by pharmaceutical companies for their production of
encapsulated products. These capsules are used by Warner-Lambert or manufactured
by Warner-Lambert according to the specifications of each of its customers and
are sold under such trademarks as CAPSUGEL, CONI-SNAP, SNAP-FIT and
Press-Fit'tm' gelcaps.

Other: In March 1996, Warner-Lambert sold Warner Chilcott Laboratories, its
generic pharmaceutical business to Nale Laboratories plc. The decision to sell
the generic drug business reflects the Company's intention to focus its
resources more fully on its core pharmaceutical, consumer health care products
and confectionery businesses.

Consumer Health Care Products

The principal products of Warner-Lambert in its Consumer Health Care
Products segment are over-the-counter health care products, shaving products and
pet care products.

Over-the-Counter Products: Warner-Lambert manufactures and/or sells, in the
United States and/or internationally, an extensive line of over-the-counter
pharmaceuticals and health care products under trade names such as
Warner-Lambert Consumer Healthcare. Among these products are antacids (ROLAIDS,
Extra Strength ROLAIDS and GELUSIL), dermatological products (LUBRIDERM,
LUBRIDERM Body Bar, LUBRIDERM Loofa Bar, LUBRIDERM Seriously Sensitive,
LUBRIDERM Moisture Recovery, ROSKEN SKIN REPAIR, CORN HUSKERS and LISTEREX),
topical antibiotic ointments (NEOSPORIN and POLYSPORIN), cold and sinus
preparations (SUDAFED, SINUTAB, SINUTAB NON-DRYING, SUDAFED NON-DRYING and
ACTIFED), antihistamines and allergy products (ACTIFED Allergy, SUDAFED PLUS,
BENADRYL, BENADRYL-D, BENADRYL Cold, BENADRYL CHEWABLES, BENADRYL Allergy/Sinus/
Headache and BENADRYL Dye-Free), hemorrhoidal preparations (ANUSOL, ANUSOL HC-1
and TUCKS), vaginal moisturizers (REPLENS), laxatives (AGORAL), cough
syrups/suppressants (BENYLIN, BENYLIN-DM, BENYLIN DECONGESTANT, BENYLIN
EXPECTORANT and BENYLIN PEDIATRIC), vitamins (MYADEC), antipruritic (CALADRYL,
BENADRYL spray, cream, gel and stick and STINGOSE), rubbing alcohol (LAVACOL),
hydrogen peroxide (PROXACOL), self-diagnostic early pregnancy test kits
(e.p.t.'r'), oral antiseptics (LISTERINE, COOL MINT LISTERINE and FRESHBURST
LISTERINE), mouthwash/dental rinses (LISTERMINT), toothpaste (COOLMINT
LISTERINE), effervescent denture cleaning tablets and denture cleanser pastes
(EFFERDENT, EFFERDENT PLUS and FRESH 'N BRITE), denture adhesives (EFFERGRIP),
head lice treatments (NIX) and diaper rash preparations (BOROFAX).

In December 1993, Warner-Lambert signed separate agreements with Wellcome
plc ('Wellcome') and Glaxo plc ('Glaxo') governing the establishment of joint
ventures in various countries to develop and market a broad range of
nonprescription consumer health care products. Glaxo acquired Wellcome in 1995
and changed the name of the combined company to Glaxo Wellcome plc.

Warner-Lambert's agreement with Wellcome called for both companies to
contribute to the Warner Wellcome joint venture operations current and future
over-the-counter ('OTC') products. Joint venture operations formed pursuant to a
global principles agreement began in 1994 in the United

States, Canada, Australia, New Zealand and certain countries in Europe. On June
30, 1996 the Company purchased Glaxo Wellcome's U.S. and European interests in
the Warner Wellcome joint venture operations. In the third quarter of 1996, the
Company purchased Glaxo Wellcome's interest in the Warner Wellcome joint venture
operations in Canada, Australia and New Zealand and certain OTC assets in
Mexico, effectively ending this joint venture with Glaxo Wellcome. The purchase
price for the entire transaction was approximately $1.1 billion.

In 1993 Warner-Lambert and Glaxo formed a joint venture in the United
States (referred to as the 'Glaxo Wellcome Warner-Lambert joint venture') to
develop, seek approval of and market OTC versions of Glaxo prescription drugs in
the United States. On June 30, 1996 the Glaxo Wellcome Warner-Lambert joint
venture was restructured so that in addition to developing and marketing OTC
versions of Glaxo prescription drugs, Glaxo Wellcome and Warner-Lambert will
also develop and market certain Wellcome OTC switch products in the United
States and in other major markets, including the United Kingdom.

In April 1996 the Glaxo Wellcome Warner-Lambert joint venture in the United
States began marketing ZANTAC 75, an OTC version of Glaxo Wellcome's
prescription drug ZANTAC, for the treatment of episodic heartburn, acid
indigestion and sour stomach. ZANTAC 75 has been marketed for OTC use in the
United Kingdom by the Glaxo Wellcome Warner-Lambert joint venture as a treatment
for these same symptoms. Glaxo Wellcome and Warner-Lambert have also been
marketing in the United Kingdom an allergy nasal spray, BECONASE, an OTC version
of Glaxo Wellcome's prescription drug.

Over-the-counter products are promoted principally through consumer
advertising and promotional programs and some are promoted directly to health
care professionals. They are sold principally to drug wholesalers, chain and
retail pharmacies, chain and independent food stores, mass merchandisers,
physician supply houses and hospitals.

Shaving Products: Warner-Lambert manufactures and sells razors and blades,
both domestically and internationally. Shaving products are manufactured and
marketed under the SCHICK and other trademarks worldwide and the WILKINSON SWORD
trademark in Europe, the United States and Canada. Permanent (nondisposable)
products marketed under the SCHICK trademark include TRACER/FX, SCHICK
PROTECTOR, SUPER II, SUPER II PLUS, ULTREX PLUS, SILK EFFECTS, SLIM TWIN,
ADVANTAGE, PERSONAL TOUCH and INJECTOR PLUS CHROMIUM. Disposable twin blade
products marketed under the SCHICK trademark include SCHICK DISPOSABLE, SLIM
TWIN, PERSONAL TOUCH and ULTREX DISPOSABLE. Products marketed under the
WILKINSON SWORD trademark include nondisposable systems such as PROTECTOR, FX
PERFORMER, PROFILE, SYSTEM II, DUPLO and LADY PROTECTOR, and disposable products
that include COLOURS, PRONTO, RETRACTOR, RETRACTOR TWIN and EXTRA II.

Warner-Lambert's shaving products are promoted principally through consumer
advertising and promotional programs. They are distributed directly to
wholesalers for sale to smaller retailers, drugstores, pharmacies and to retail
outlets, including pharmacies, food stores, variety stores, mass merchandisers
and other miscellaneous outlets.

Pet Care Products: Warner-Lambert manufactures and/or sells various
products on a worldwide basis for ornamental fish and for reptiles and other
small pets, as well as books relating to various pets, under various trademarks
including TETRA, TETRA POND, TETRA PRESS, TETRA TERRAFAUNA, HILENA, ZOOMEDICA
FRICKINGER and TETRA SECONDNATURE. In addition, Warner-Lambert manufactures
and/or distributes aquarium products (including power filters and replacement
cartridges, air pumps, heaters, plastic plants and other accessories) that are
marketed largely under the WHISPER and SECONDNATURE trademarks. These pet care
products are promoted to consumers through cooperative advertising and to
retailers through direct promotion and advertising in trade publications. They
are sold to wholesalers for sale to smaller retailers and directly to larger
chain stores and retailers, in each case for ultimate sale to consumers.

Confectionery Products

The principal products of Warner-Lambert in its Confectionery Products
segment are chewing gums, breath mints and cough tablets.

Warner-Lambert manufactures and/or sells, in the United States and/or
internationally, a broad line of chewing gums, bubble gums, breath mints and
cough tablets. Among these products are chewing gums (CHICLETS, CHICLETS TINY
SIZE, CINN*A*BURST, MINT*A*BURST, FRUIT*A*BURST, CLORETS, DENTYNE, DENTYNE
Sugarfree and TRIDENT) and bubble gums (BUBBLICIOUS and BUBBALOO). The breath
mint line includes CERTS, Sugarfree CERTS, CERTS Cool Mint Drops'tm' and
CLORETS. The cough tablet line consists of HALLS, HALLS Juniors, HALLS-PLUS,
Sugar Free HALLS and HALLS Vitamin C. The Company also sells throat drops
(CELESTIAL SEASONINGS SOOTHERS). In addition, the Company sells several
specialty candies and mints. The specialty candies and mints lines include a
line of hard candies and mints that are sold under the SAILA and Koldt'tm'
trademarks.

Warner-Lambert's confectionery products are promoted directly to the
consumer primarily through consumer advertising and in-store promotion programs.
They are sold directly to chain and independent food stores, chain pharmacies
and mass merchandisers or through candy and tobacco wholesalers and to other
miscellaneous outlets which in turn sell to consumers.

INTERNATIONAL OPERATIONS

Although Warner-Lambert has globalized most of its organization on a
segment basis, Warner-Lambert's international businesses are carried on
principally through subsidiaries and branches, which are generally staffed and
managed by citizens of the countries in which they operate. Approximately 25,000
of Warner-Lambert's employees are located outside the United States and Puerto
Rico and only a small number of such employees are U.S. citizens. Certain of the
products described above are manufactured and marketed solely in the United
States and certain other products are manufactured and marketed solely in one or
more foreign countries.

International sales to unaffiliated customers in 1996 amounted to
approximately 56% of the Company's worldwide sales. International sales do not
include sales of products exported from the United States, which sales represent
less than 1% of total U.S. sales. The seven largest markets with respect to the
distribution of Warner-Lambert products sold outside the United States during
1996 were Japan, Germany, France, the United Kingdom, Canada, Italy and Brazil.
Sales in these markets accounted for approximately 60% of Warner-Lambert's
international sales, with no one country accounting for more than 14% of
international sales.

On January 1, 1996 the Company's international businesses changed their
reporting period from a fiscal-year basis ending November 30 to a calendar-year
basis ending December 31. See Note 1 to the consolidated financial statements on
page 30 of the Warner-Lambert 1996 Annual Report, incorporated herein by
reference.

In accordance with customary market conditions, sales made outside the
United States are generally made on longer terms of payment than would be
customary in the United States. In addition, international operations are
subject to certain risks inherent in carrying on business abroad, including
possible nationalization, expropriation, price and exchange controls and other
governmental action, as well as fluctuations in currency exchange rates. The
likelihood of such occurrences varies from country to country and is not
predictable. However, the Company believes that its geographic diversity
minimizes exposure to currency fluctuations resulting in one or more foreign
countries.

COMPETITION

Most markets in which Warner-Lambert is engaged are highly competitive and
characterized by substantial expenditures in the advertising and promotion of
new and existing products. In addition, there is intense competition in research
and development in all of Warner-Lambert's industry segments. No material part
of the business of any of Warner-Lambert's industry segments is dependent upon
one or a few customers.

MATERIALS AND SUPPLIES

Warner-Lambert's products, in general, are produced and packaged at its own
facilities. Other than certain products manufactured by Glaxo Wellcome, certain
pet products and certain other products, relatively few items are manufactured
in whole or in part by outside suppliers. Raw materials and packaging supplies
are purchased from a variety of outside suppliers. Although the Company, in an
effort to achieve cost savings, is consolidating its sources of supply, the
Company does not believe that the loss of any one source of such materials and
supplies would have a material effect on the business of any of Warner-Lambert's
industry segments. Warner-Lambert seeks to protect against fluctuating costs and
to assure availability of raw materials and packaging supplies by, among other
things, locating alternative sources of supply and, in some instances, making
selective advance purchases.

TRADEMARKS AND PATENTS

Warner-Lambert's major trademarks are protected by registration in the
United States and other countries where its products are marketed.
Warner-Lambert believes these trademarks are important to the marketing of the
related products and acts to protect them from infringement. Warner-Lambert owns
and/or licenses many patents and has many patent applications pending in the
patent offices of the United States and other countries. Although a number of
products and product lines have patent protection that is significant in the
marketing of such products, the management of Warner-Lambert does not consider
that any single patent or related group of patents is material to
Warner-Lambert's business as a whole or any of its industry segments.
Warner-Lambert anticipates, however, that patents on LIPITOR and REZULIN may, in
the future, become material to Warner-Lambert's business as a whole.

RESEARCH AND DEVELOPMENT

Warner-Lambert employs over 2,000 scientific and technical personnel in
research and development activities at various research facilities located in
the United States and in foreign countries. Warner-Lambert invested
approximately $555 million in research and development in 1996, compared with
$501 million in 1995 and $456 million in 1994. Approximately 84% of
Warner-Lambert's 1996 research and development spending was related to
pharmaceutical products. Warner-Lambert believes research and development
activities are essential to its business and intends to continue such
activities.

EMPLOYEES

At December 31, 1996, approximately 38,000 people were employed by
Warner-Lambert throughout the world.

REGULATION

Warner-Lambert's business is subject to varying degrees of governmental
regulation in the countries in which it manufactures and distributes products.

In the United States, the food, drug and cosmetic industries are subject to
regulation by various federal, state and local agencies with respect to product
safety and effectiveness, manufacturing and advertising and labeling.
Accordingly, from time to time, with respect to particular products under
review, such agencies may require Warner-Lambert to address safety, efficacy,
manufacturing and/or regulatory issues, to conduct additional testing or to
modify its advertising and/or labeling.

In 1993, a consent decree with the FDA was entered into by Warner-Lambert
and two of its principal officers, covering issues related to manufacturing and
quality practices and procedures. The decree is a court-approved agreement that
primarily requires Warner-Lambert to certify that laboratory and/or
manufacturing facilities in the United States and Puerto Rico are in compliance
with current Good Manufacturing Practices established by the FDA. Relevant
facility and laboratory certifications have been obtained in all U.S. and Puerto
Rico plants. The terms of the consent decree are applicable until at least
August 1998.

The FDA's Application Integrity Policy ('AIP') was applied to
Warner-Lambert's Fajardo and Vega Baja, Puerto Rico facilities in September
1992. The FDA has completed its review of the Vega Baja and Fajardo, Puerto Rico
facilities and confirmed that these facilities are no longer subject to the AIP.

In October 1996, the U.S. Congress enacted the Comprehensive
Methamphetamine Control Act of 1996 (the 'Methamphetamine Control Act') which,
when effective in October 1997, will bring certain of the Company's
over-the-counter pharmaceutical products containing pseudoephedrine
hydrochloride under the chemical control provisions of the Controlled Substances
Act through the revocation of an exemption for listed chemicals contained in
drugs lawfully marketed under the Federal Food, Drug and Cosmetic Act. The
Methamphetamine Control Act, among other things, imposes new regulatory
restrictions on persons handling such products including recordkeeping and
reporting of certain transactions to the Drug Enforcement Administration.
However, the Methamphetamine Control Act creates a 'safe harbor' for traditional
retail outlets which sell pharmaceutical products in designated packaging
containing limited amounts of pseudoephedrine almost exclusively for personal
use to walk-in customers or in face-to-face direct sales. These retailers will
not, in general, be subject to the recordkeeping and reporting requirements of
the Methamphetamine Control Act. The Company is concerned that the restrictions
of the Methamphetamine Control Act could induce certain pharmacies and other
retail outlets which carry such products to keep such products 'behind the
counter' or no longer to carry such products. Warner-Lambert believes that the
Methamphetamine Control Act will not have a material adverse effect on
Warner-Lambert's financial position, liquidity, cash flow or results of
operations for any year.

Regulatory requirements concerning the research and development of drug
products have increased in complexity and scope in recent years. This has
resulted in a substantial increase in the time and expense required to bring new
products to market. At the same time, the FDA requirements for approval of
generic drugs (drugs containing the same active chemical as an innovator's
product) have been reduced as a result of the adoption of abbreviated new drug
approval procedures for most generic drugs. Generic versions of many of
Warner-Lambert's products in the Pharmaceutical Products segment are being
marketed in the United States, and generic substitution legislation, which
permits a pharmacist to substitute a generic version of a drug for the one
prescribed, has been enacted in some form in all states. These factors have
resulted in increased competition from generic manufacturers in the market for
ethical products.

The regulatory agencies under whose purview Warner-Lambert operates have
administrative and legal powers that may subject Warner-Lambert and its products
to seizure actions, product recalls and other civil and criminal actions. They
may also subject the industry to emergency regulatory requirements.
Warner-Lambert's policy is to comply fully with all regulatory requirements. It
is impossible to predict, however, what effect, if any, these matters or any
pending or future legislation, regulations or governmental actions may have on
the conduct of Warner-Lambert's business in the future.

In most of the foreign countries where Warner-Lambert does business, it is
subject to a regulatory and legislative climate similar to or more restrictive
than that described above. The Company cannot predict whether or what type of
measures will be encountered in the future.

ENVIRONMENT

Warner-Lambert is responsible for compliance with a number of environmental
laws and regulations. Warner-Lambert maintains control systems designed to
assure compliance in all material respects with environmental laws and
regulations, including environmental policies and maintenance of a worldwide
audit program.

Warner-Lambert is involved in various administrative or judicial
proceedings related to environmental actions initiated by the Environmental
Protection Agency under the Comprehensive Environmental Response, Compensation
and Liability Act (also known as Superfund) or by state authorities under
similar state legislation, or by third parties. For some of the sites, other
parties (defined as potentially responsible parties) may be jointly and
severally responsible, along with Warner-

Lambert, to pay remediation and other related expenses. For other sites, for
example, those sites which Warner-Lambert currently owns or previously owned,
Warner-Lambert may be the sole party responsible for clean-up costs. While it is
not possible to predict with certainty the outcome of such matters or the total
cost of remediation, Warner-Lambert believes it is unlikely that their ultimate
disposition will have a material adverse effect on Warner-Lambert's financial
position, liquidity, cash flow or results of operations for any year. Actions
with respect to environmental programs and compliance result in operating
expenses and capital expenditures. Warner-Lambert's capital expenditures with
respect to environmental programs and compliance in 1996 were not, and in 1997
are not expected to be, material to the business of Warner-Lambert.

For additional information relating to environmental matters, see 'Item 3.
Legal Proceedings' and Note 18 to the consolidated financial statements on page
38 of the Warner-Lambert 1996 Annual Report, incorporated herein by reference.

ITEM 2. PROPERTIES.

The executive offices of Warner-Lambert are located in Morris Plains, New
Jersey. In the United States, including Puerto Rico, Warner-Lambert owns
facilities aggregating approximately 6,947,000 square feet and leases facilities
having an aggregate of approximately 293,000 square feet.

Warner-Lambert's U.S. manufacturing plants are located in Lititz,
Pennsylvania (pharmaceuticals and consumer health care products); Rockford,
Illinois (confectionery products); Rochester, Michigan (pharmaceuticals);
Holland, Michigan (pharmaceuticals); Morris Plains, New Jersey (pharmaceuticals
and consumer health care products); Greenwood, South Carolina (capsules);
Milford, Connecticut (razors and blades); and Blacksburg, Virginia (pet care
products). Warner-Lambert Inc., a wholly-owned subsidiary of Warner-Lambert
operating in Puerto Rico, has plants located in Fajardo (pharmaceuticals); and
Vega Baja (pharmaceuticals, consumer health care and confectionery products).

In the United States, Warner-Lambert currently distributes its various
products through its manufacturing plants and two primary distribution centers
located in Lititz, Pennsylvania and Elk Grove, Illinois. Principal U.S. research
facilities are located in Ann Arbor, Michigan (pharmaceuticals) and Morris
Plains, New Jersey (pharmaceuticals, consumer health care and confectionery
products).

Internationally, Warner-Lambert owns, leases or operates, through its
subsidiaries or branches, 65 production facilities in 33 countries. Principal
international manufacturing plants are located in Germany, Canada, Mexico,
Japan, Ireland, France, Brazil, Colombia and Australia. Principal international
research facilities are located in Germany, Japan, the United Kingdom and
Canada.

In order to achieve its objectives of increased efficiency and a lower cost
of goods sold, Warner-Lambert, over a number of years and at significant cost,
has consolidated many of its plants and facilities around the world. This has
often resulted in the production of pharmaceutical products, consumer health
care products and/or confectionery products at a single facility.

Warner-Lambert's facilities are generally in good operating condition and
repair and at present are adequately utilized within reasonable limits. Leases
are not material to the business of Warner-Lambert taken as a whole.

ITEM 3. LEGAL PROCEEDINGS.

For a discussion of Warner-Lambert's consent decree with the FDA, covering
issues related to compliance with current Good Manufacturing Practices
established by the FDA, and other regulatory matters, see 'Item 1.
Business -- Regulation' above. For additional information relating to
environmental matters see 'Item 1. Business -- Environment' above.

In 1993, Warner-Lambert received a Complaint and Compliance Order from the
Environmental Protection Agency (the 'EPA') seeking penalties of $268,000 for
alleged violations of the Resource Conservation and Recovery Act, Boilers and
Industrial Furnace regulations. Warner-Lambert is contesting the allegations
contained within the Complaint and has entered into negotiations with the EPA in
an attempt to resolve these issues. Although it is too early to predict the
outcome of this action,

Warner-Lambert does not at present expect this litigation to have a material
adverse effect on its financial position, liquidity, cash flow or results of
operations.

Beginning in late 1993, Warner-Lambert, along with numerous other
pharmaceutical manufacturers and wholesalers, has been sued in a number of state
and federal antitrust lawsuits by retail pharmacies seeking treble damages and
injunctive relief. These actions arise from alleged price discrimination by
which the defendant drug companies, acting alone or in concert, are alleged to
have favored institutions, managed care entities, mail order pharmacies and
other buyers with lower prices for brand name prescription drugs than those
afforded to plaintiff retailers. The federal cases have been consolidated by the
Judicial Panel on Multidistrict Litigation and transferred to the U.S. District
Court for the Northern District of Illinois for pre-trial proceedings. In June
1996 the Court approved Warner-Lambert's agreement to settle part of the
consolidated federal cases, specifically, the class action conspiracy lawsuit,
for a total of $15.1 million. This settlement also provides injunctive relief
which obligates Warner-Lambert, among other things, not to refuse to discount
its drugs to retail pharmacies solely based on their status as retailers and to
provide retail pharmacies the opportunity to negotiate and earn discounts
comparable to those given to managed care entities if they can demonstrate an
ability to affect market share in the same or similar manner that such managed
care entities can. The settlement has been appealed by three groups of
plaintiff-class members and such appeal is pending. Certain other rulings of the
judge presiding in this case have also been appealed. At present, Warner-Lambert
cannot predict the outcome of the remaining federal lawsuits.

The state cases pending in California, brought by classes of pharmacies and
consumers, have been coordinated in the Superior Court of California, County of
San Francisco. Warner-Lambert has also been named as a defendant in actions in
state courts in Alabama, Minnesota and Wisconsin brought by classes of
pharmacies, each arising from the same allegations of price discrimination. In
addition the Company is named in class action complaints filed in the states of
Alabama, Arizona, Colorado, Florida, Kansas, Maine, Michigan, Minnesota, New
York, Washington and Wisconsin and in the District of Columbia, brought by
classes of consumers who purchased brand name prescription drugs at retail
pharmacies. These cases also arise from the same allegations of price
discrimination. Warner-Lambert believes that these actions are without merit and
will defend itself vigorously. Although it is too early to predict the outcome
of the remaining actions, Warner-Lambert does not at present expect this
litigation to have a material adverse effect on its financial position,
liquidity, cash flow or results of operations.

Warner-Lambert has been served with and has responded to a subpoena by the
Federal Trade Commission which is conducting an investigation to determine
whether Warner-Lambert and twenty-one other pharmaceutical manufacturers have
engaged in concerted activities to raise the prices of pharmaceutical products
in the United States. Warner-Lambert is cooperating with this investigation and
cannot at present predict its outcome.

In 1994, Warner-Lambert received a civil enforcement action letter and
draft complaint from the Department of Justice (the 'Department') alleging
violation of the Clean Water Act with regard to the operation of the wastewater
treatment plant at its Vega Baja, Puerto Rico facility. Warner-Lambert is
negotiating a resolution of this matter with the Department and cannot at
present predict its outcome.

In addition, the Environmental Crimes Section of the Department is
conducting an inquiry of Warner-Lambert and certain present and former
employees, relating to historical compliance of the Vega Baja, Puerto Rico
wastewater treatment facility with the Clean Water Act and the discharge permit
issued to the facility. Warner-Lambert is cooperating fully with this inquiry
and cannot at present predict its outcome.

Warner-Lambert Inc., a wholly-owned subsidiary of Warner-Lambert, has been
named as a defendant in class actions filed in Puerto Rico Superior Court by
current and former employees from the Vega Baja, Carolina and Fajardo plants, as
well as Kelly Services temporary employees assigned to those plants. The
lawsuits seek monetary relief for alleged violations of local statutes and
decrees relating to meal period payments, minimum wage, overtime and vacation
pay. Warner-Lambert believes that these actions are without merit and will
defend these actions vigorously. Although it is too early to predict the outcome
of these actions, Warner-Lambert does not at present expect these lawsuits to
have a material adverse effect on the Company's financial position, liquidity,
cash flow or results of operations.

In February 1997, Warner-Lambert, along with certain other pharmaceutical
companies and certain other manufacturers of calcium containing products, was
named as a defendant in separate lawsuits filed in the Superior Court of
California, City and County of San Francisco by the Natural Resources Defense
Council and the California Attorney General. The lawsuits seek monetary and
injunctive relief for the alleged failure by the Company to warn consumers that
certain products manufactured and sold by it (including ROLAIDS) contain unsafe
levels of lead. Warner-Lambert believes that these actions are without merit and
will defend itself vigorously. Although it is too early to predict the outcome
of these actions, Warner-Lambert does not at present expect them to have a
material adverse effect on its financial position, liquidity, cash flow or
results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not Applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT

Information with respect to the executive officers of Warner-Lambert as of
March 1, 1997 is set forth below:

POSITIONS AND PRINCIPAL OCCUPATIONS
OFFICES HELD AND EMPLOYMENT
NAME AGE WITH REGISTRANT DURING PAST 5 YEARS
- --------------------------------- --- ---------------------- --------------------------------------------

Melvin R. Goodes................. 61 Chairman of the Board Chairman of the Board and Chief Executive
and Chief Executive Officer (since August 1991)
Officer; Director
Lodewijk J. R. de Vink........... 52 President and Chief President and Chief Operating Officer (since
Operating Officer; August 1991)
Director
John F. Walsh.................... 54 Executive Vice Executive Vice President (since January
President 1991); President, Consumer Healthcare
Sector (since December 1994); President,
Consumer Products Sector (January 1992 --
December 1994)
Ernest J. Larini................. 54 Vice President and Vice President and Chief Financial Officer
Chief Financial (since November 1992); Vice President,
Officer Financial Administration (June 1992 --
October 1992); Vice President and
Controller (May 1990 -- May 1992)
J. Frank Lazo.................... 49 Vice President Vice President (since April 1990);
President, Confectionery Sector (since
December 1994); President, Latin
America/Asia/ Australia/Middle East/Africa
Group (January 1992 -- December 1994)
Anthony H. Wild, Ph.D. .......... 48 Vice President Vice President (since September 1995);
President, Pharmaceutical Sector (since
May 1996); President, Parke-Davis, North
America (February 1995 -- May 1996);
President, Schering-Plough-Japan,
Schering-Plough Corporation (August
1989 -- February 1995)
John S. Craig.................... 45 Vice President Vice President (since January 1996);
President, American Chicle Group (since
July 1995); President and Chief Executive
Officer, Lender's Bagel Bakery division of
Kraft Foods, Inc. (September 1986 --
February 1994)

(table continued on next page)

(table continued from previous page)

Ronald M. Cresswell, Ph.D. ...... 62 Vice President Vice President (since May 1988); Chairman,
Parke-Davis Research (since November 1989)
Raymond M. Fino.................. 54 Vice President Vice President, Human Resources (since
January 1985)
Philip M. Gross.................. 55 Vice President Vice President (since January 1990); Vice
President, Strategic Management Processes
(since January 1994); President, Novon
Products Group (January 1990 -- January
1994)
Gregory L. Johnson............... 50 Vice President and Vice President and General Counsel (since
General Counsel October 1983)
Richard W. Keelty................ 55 Vice President Vice President (since January 1996); Vice
President, Public Affairs, (since December
1995); Vice President, Public Relations
(November 1990 -- November 1995)
Joseph E. Lynch.................. 45 Vice President and Vice President and Controller (since June
Controller 1995); Comptroller, American Home Products
Corporation (March 1995 -- June 1995);
Director, Corporate Accounting and
Budgets, American Cyanamid Company (June
1991 -- March 1995)
F. Phillip Milhomme.............. 60 Vice President Vice President (since January 1992);
President, Confectionery Products,
Europe/Middle East/Africa (since December
1994); President, Consumer Products,
Europe (January 1992 -- December 1994)
S. Morgan Morton................. 57 Vice President Vice President (since January 1994);
President, Warner Lambert Consumer
Healthcare U.S.A. (since June 1996);
President, Warner Wellcome Consumer
Healthcare U.S.A. (December 1995 -- June
1996); President, Shaving Products Group
(September 1993 -- December 1995);
President, Schick (January
1992 -- September 1993)
Harold F. Oberkfell.............. 50 Vice President Vice President (since January 1992);
President, Latin America/Asia Sector
(since February 1995); President,
Parke-Davis, North America (January
1992 -- February 1995)
Maurice A. Renshaw............... 50 Vice President Vice President (since January 1997);
President, Parke-Davis, U.S. and Mexico
(since August 1996); President,
Warner-Lambert KK, Japan (December
1989 -- August 1996)

(table continued on next page)

(table continued from previous page)

Joseph E. Smith.................. 57 Vice President Vice President (since January 1994);
President, Shaving Products Group (since
December 1995); Vice President, External
Relations (January 1994 -- December 1995);
Executive Vice President (January
1991 -- January 1994); President,
Pharmaceutical Sector (January
1992 -- January 1994)
William S. Woodson............... 62 Vice President and Vice President and Treasurer (since December
Treasurer 1991)
Rae G. Paltiel................... 50 Secretary Secretary (since February 1986)

All of the above-mentioned officers, with the exception of Mr. Craig, Mr.
Lynch and Dr. Wild, have been employed by Warner-Lambert for the past five
years.

Mr. Craig has been employed by Warner-Lambert since July 1995. Prior to
that time, Mr. Craig had been employed by Kraft Foods, Inc., serving as
President and Chief Executive Officer of Kraft's Lender's Bagel Bakery division
from September 1986 to February 1994. Kraft Foods, Inc., a wholly-owned
subsidiary of Philip Morris Companies Inc., is a multinational producer of
packaged grocery products with sales of approximately $31 billion in 1994.

Mr. Lynch has been employed by Warner-Lambert since June 1995. Prior to
that time and during his last three months with American Cyanamid Company, which
was acquired by American Home Products Corporation in November 1994, Mr. Lynch
performed certain functions of Comptroller at American Home Products Corporation
from March 1995 to June 1995. American Home Products is a multinational health
care and food products company with sales of approximately $9.0 billion in 1994.
From April 1991 to March 1995, Mr. Lynch held the position of Director,
Corporate Accounting and Budgets, American Cyanamid Company and from March 1988
to April 1991 he served as Controller of American Cyanamid's Latin America
Group. Prior to being acquired by American Home Products Corporation, American
Cyanamid Company was a multinational medical and agricultural products company
with sales of approximately $4.2 billion in 1993.

Dr. Wild has been employed by Warner-Lambert since February 1995. Prior to
that time, Dr. Wild had been employed by Schering-Plough Corporation. From
August 1989 to February 1995, Dr. Wild held the position of President of
Schering-Plough-Japan. Schering-Plough Corporation, a multinational
pharmaceutical company, had sales of approximately $4.7 billion in 1994.

None of the above officers has any family relationship with any Director or
with any other officer. Officers are elected by the Board of Directors for a
term of office lasting until the next annual organizational meeting of the Board
of Directors or until their successors are elected and have qualified. No
officer listed above was appointed pursuant to any arrangement or understanding
between such officer and the Board of Directors or any member or members
thereof.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The principal market on which the Company's stock is traded is the New York
Stock Exchange, but the stock is also listed and traded on the following
domestic and international stock exchanges: Chicago, Pacific, London and Zurich.
Shareholders of record totaled approximately 40,000 as of December 31, 1996.
Cash dividends paid in 1996 totaled $374 million. A dividend of $.345 per share
was paid in each quarter of 1996 for an annual total of $1.38 per share. After
giving effect to the two-for-one stock split effective May 1996, this was a 6.2
percent increase over the prior year total of $1.30 per share, paid in four
quarterly dividends of $.325 per share during 1995. The information set forth
under the caption 'Market Prices of Common Stock and Dividends' on page 41 of
the Warner-Lambert 1996 Annual Report is incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA.

The information set forth under the caption 'Five-Year Summary of Selected
Financial Data' on page 26 of the Warner-Lambert 1996 Annual Report is
incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

The information set forth under the caption 'Management's Discussion and
Analysis' on pages 42 through 47 of the Warner-Lambert 1996 Annual Report is
incorporated herein by reference and should be read in conjunction with the
consolidated financial statements and the notes thereto contained on pages 27
through 40 of the Warner-Lambert 1996 Annual Report.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The consolidated financial statements of Warner-Lambert and its
subsidiaries, listed in Item 14(a)1 and included in the Warner-Lambert 1996
Annual Report on pages 27 through 39, together with the report thereon of Price
Waterhouse LLP dated January 27, 1997 on page 40 of the Warner-Lambert 1996
Annual Report, and quarterly financial information on page 41 of the
Warner-Lambert 1996 Annual Report, are incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

Not Applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The required information relating to the Warner-Lambert Directors and
nominees is incorporated herein by reference to pages 3 through 8 of the
Warner-Lambert Proxy Statement for the Annual Meeting of Stockholders to be held
on April 22, 1997. Information relating to executive officers of Warner-Lambert
is set forth in Part I of this Form 10-K on pages 9 through 11. Information
relating to compliance with Section 16(a) of the Securities Exchange Act of 1934
is contained in the Proxy Statement, referred to above, at page 10 and such
information is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION.

Information relating to executive compensation is contained in the Proxy
Statement, referred to above in Item 10, at pages 13 through 23 and such
information is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

(a) Information relating to the beneficial ownership of more than five
percent of Warner-Lambert's Common Stock is contained in the Proxy Statement,
referred to above in Item 10, at page 10 and such information is incorporated
herein by reference.

(b) Information relating to security ownership of management is contained
in the Proxy Statement, referred to above in Item 10, at page 9 and such
information is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Not Applicable.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a) 1. ALL FINANCIAL STATEMENTS

The following items are included in Part II of this report through
incorporation by reference to pages 27 through 40 of the Warner-Lambert
1996 Annual Report:

Consolidated Statements of Income for each of the three years in
the period ended December 31, 1996.

Consolidated Statements of Retained Earnings for each of the
three years in the period ended December 31, 1996.

Consolidated Balance Sheets at December 31, 1996 and 1995.

Consolidated Statements of Cash Flows for each of the three years
in the period ended December 31, 1996.

Notes to Consolidated Financial Statements.

Report of Independent Accountants.

2. FINANCIAL STATEMENT SCHEDULE

Included in Part IV of this report:

Report of Independent Accountants on Financial Statement Schedule.

Schedule II -- Valuation and Qualifying Accounts.

Schedules other than those listed above are omitted because they are
either not applicable or the required information is included through
incorporation by reference to pages 27 through 40 of the Warner-Lambert
1996 Annual Report.

3. EXHIBITS

(3) Articles of Incorporation and By-Laws.

(a) Restated Certificate of Incorporation of Warner-Lambert Company
filed November 10, 1972, as amended to April 23, 1996
(Incorporated by reference to Warner-Lambert's Current Report on
Form 8-K, dated April 23, 1996).

(b) By-Laws of Warner-Lambert Company, as amended to October 25, 1988
(Incorporated by reference to Warner-Lambert's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1988 (File No.
1-3608)).

(4) Instruments defining the rights of security holders, including
indentures.

(a) Rights Agreement, dated as of June 28, 1988, and amended as of
June 27, 1989, between Warner-Lambert Company and First Chicago
Trust Company of New York, as Rights Agent (Incorporated by
reference to Warner-Lambert's Registration Statement on Form 8-A,
dated June 28, 1988, as amended by Form 8, dated July 5, 1989
(File No. 1-3608)).

(b) Warner-Lambert agrees to furnish to the Commission, upon request,
a copy of each instrument with respect to issues of long-term
debt of Warner-Lambert. The principal amount of debt issues
authorized under each such instrument does not exceed 10% of the
total assets of Warner-Lambert.

(10) Material contracts.

(a)* Warner-Lambert Company 1983 Stock Option Plan, as amended to November 26, 1991 (Incorporated
by reference to Warner-Lambert's Form 10-K for the fiscal year ended December 31, 1991 (File
No. 1-3608)).
(b)* Warner-Lambert Company 1987 Stock Option Plan, as amended to November 26, 1991 (Incorporated
by reference to Warner-Lambert's Form 10-K for the fiscal year ended December 31, 1991 (File
No. 1-3608)).
(c)* Warner-Lambert Company 1989 Stock Plan, as amended to November 26, 1991 (Incorporated by
reference to Warner-Lambert's Form 10-K for the fiscal year ended December 31, 1991 (File No.
1-3608)).
(d)* Warner-Lambert Company 1992 Stock Plan, as amended to November 1, 1996.

(e)* Warner-Lambert Company 1996 Stock Plan, as amended to November 1, 1996.
(f)* Warner-Lambert Company Incentive Compensation Plan, as amended to September 27, 1994
(Incorporated by reference to Warner-Lambert's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1994).
(g)* Warner-Lambert Company Supplemental Pension Income Plan, as amended to November 28, 1995
(Incorporated by reference to Warner-Lambert's Form 10-K for the fiscal year ended December
31, 1995).
(h)* Group Plan Participation by Non-employee Directors (Incorporated by reference to
Warner-Lambert's Form 10-K for the fiscal year ended December 31, 1991 (File No. 1-3608)).
(i)* Warner-Lambert Company Directors' Retirement Plan, as amended to June 1, 1995 (Incorporated by
reference to Warner-Lambert's Quarterly Report on Form 10-Q for the quarter ended June 30,
1995).
(j)* Warner-Lambert Excess Savings Plan, formerly Warner-Lambert Supplemental Savings Plan, as
amended to January 1, 1997 (Incorporated by reference to Warner-Lambert's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1996).
(k)* Warner-Lambert Company Executive Severance Plan, as amended to September 27, 1994
(Incorporated by reference to Warner-Lambert's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1994).
(l)* Restricted Stock Plan for Directors of Warner-Lambert Company, as amended to January 28, 1992
(Incorporated by reference to Warner-Lambert's Form 10-K for the fiscal year ended December
31, 1991 (File No. 1-3608)).
(m)* Employment Agreement dated September 24, 1985 between Warner-Lambert Company and Melvin R.
Goodes, Chairman of the Board and Chief Executive Officer, as amended to August 1, 1991
(Incorporated by reference to Warner-Lambert's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1991 (File No. 1-3608)).
(n)* Employment Agreement effective as of August 1, 1991 between Warner-Lambert Company and
Lodewijk J. R. de Vink, President and Chief Operating Officer (Incorporated by reference to
Warner-Lambert's Quarterly Report on Form 10-Q for the quarter ended September 30, 1991 (File
No. 1-3608)).

(12) Computation of Ratio of Earnings to Fixed Charges.

(13) Copy of the Warner-Lambert Company Annual Report for the year ended
December 31, 1996. Such report, except for those portions thereof
which are expressly incorporated by reference herein, is furnished
solely for the information of the Commission and is not to be deemed
'filed' as part of this filing.

(21) Subsidiaries of the registrant.

(23) Consent of Independent Accountants.

(27) Financial Data Schedule (EDGAR filing only).

- ------------

* Management contract or compensatory plan or arrangement required to be filed
as an exhibit to this Form 10-K pursuant to Item 14(c).

(b) REPORTS ON FORM 8-K

None.

Warner-Lambert will furnish to any holder of its securities, upon request
and at a reasonable cost, copies of the Exhibits listed in Item 14.

WARNER-LAMBERT COMPANY AND CONSOLIDATED SUBSIDIARIES
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE

To the Board of Directors and Shareholders of
WARNER-LAMBERT COMPANY

Our audits of the consolidated financial statements referred to in our
report dated January 27, 1997 appearing on page 40 of the 1996 Annual Report to
Shareholders of Warner-Lambert Company (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the Financial Statement Schedule listed in Item 14(a)2
of this Form 10-K. In our opinion, this Financial Statement Schedule presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.

PRICE WATERHOUSE LLP

4 Headquarters Plaza North
Morristown, New Jersey
January 27, 1997

SCHEDULE II

WARNER-LAMBERT COMPANY AND CONSOLIDATED SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

ADDITIONS
BALANCE AT CHARGED TO BALANCE
BEGINNING COSTS AND AT END
DESCRIPTION OF YEAR EXPENSES DEDUCTIONS OF YEAR
- ------------------------------------------------------------------ ---------- ---------- ---------- -------
(DOLLARS IN MILLIONS)

Year ended December 31, 1996:
Allowance for doubtful accounts.............................. $ 20.7 $ 22.3 $ 6.4 $36.6
Allowance for deferred tax assets (a)........................ 37.0 - 8.2 28.8
---------- ---------- ---------- -------
$ 57.7 $ 22.3 $ 14.6 $65.4
---------- ---------- ---------- -------
Year ended December 31, 1995:
Allowance for doubtful accounts.............................. $ 21.8 $ 4.3 $ 5.4 $20.7
Allowance for deferred tax assets (b)........................ 44.6 - 7.6 37.0
---------- ---------- ---------- -------
$ 66.4 $ 4.3 $ 13.0 $57.7
---------- ---------- ---------- -------
Year ended December 31, 1994:
Allowance for doubtful accounts.............................. $ 20.5 $ 4.4 $ 3.1 $21.8
Allowance for deferred tax assets (c)........................ 61.9 14.9 32.2 44.6
---------- ---------- ---------- -------
$ 82.4 $ 19.3 $ 35.3 $66.4
---------- ---------- ---------- -------

- ------------

(a) In 1996, the decrease in valuation allowances of $8.2 primarily reflected
the impact of European deferred tax assets related to restructuring reserve
activity (see Notes 3 and 14 to the consolidated financial statements).

(b) Deductions in 1995 were due to improved profitability in European
operations which resulted in the realization of some deferred tax assets
associated with the 1991 restructuring.

(c) Additions in 1994 primarily represented valuation allowances for foreign
capital loss carryforwards. Deductions in 1994 were primarily due to
improved profitability in European operations which resulted in realization
of some of the deferred tax assets associated with the 1991 restructuring.

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

WARNER-LAMBERT COMPANY
Registrant

Dated as of March 20, 1997 By /s/ MELVIN R. GOODES
......................................
Melvin R. Goodes
Chairman of the Board
and Chief Executive Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.

/s/ MELVIN R. GOODES
By ................................................
Melvin R. Goodes
Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)
and Director

/s/ ERNEST J. LARINI
By ................................................
Ernest J. Larini
Vice President and Chief
Financial Officer
(Principal Financial Officer)

/s/ JOSEPH E. LYNCH
By ................................................
Joseph E. Lynch
Vice President and Controller
(Principal Accounting Officer)
March 20, 1997

/s/ ROBERT N. BURT
By ................................................
Robert N. Burt, Director

/s/ DONALD C. CLARK
By ................................................
Donald C. Clark, Director

/s/ LODEWIJK J. R. DE VINK
By ................................................
Lodewijk J. R. de Vink, Director

/s/ JOHN A. GEORGES
By ................................................
John A. Georges, Director

/s/ WILLIAM H. GRAY III
By ................................................
William H. Gray III, Director

/s/ WILLIAM R. HOWELL
By ................................................
William R. Howell, Director

/s/ LASALLE D. LEFFALL, JR.
By ................................................
LaSalle D. Leffall, Jr., M.D., Director

/s/ PATRICIA SHONTZ LONGE
By ................................................
Patricia Shontz Longe, Ph.D., Director March 20, 1997

/s/ ALEX J. MANDL
By ................................................
Alex J. Mandl, Director

/s/ LAWRENCE G. RAWL
By ................................................
Lawrence G. Rawl, Director

/s/ MICHAEL I. SOVERN
By ................................................
Michael I. Sovern, Director

/s/ JOSEPH D. WILLIAMS
By ................................................
Joseph D. Williams, Director

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------

(3) Articles of Incorporation and By-Laws.
(a) Restated Certificate of Incorporation of Warner-Lambert Company filed November 10, 1972, as amended
to April 23, 1996 (Incorporated by reference to Warner-Lambert's Current Report on Form 8-K, dated
April 23, 1996).
(b) By-Laws of Warner-Lambert Company, as amended to October 25, 1988 (Incorporated by reference to
Warner-Lambert's Quarterly Report on Form 10-Q for the quarter ended September 30, 1988 (File No.
1-3608)).
(4) Instruments defining the rights of security holders, including indentures.
(a) Rights Agreement, dated as of June 28, 1988, and amended as of June 27, 1989, between
Warner-Lambert Company and First Chicago Trust Company of New York, as Rights Agent (Incorporated
by reference to Warner-Lambert's Registration Statement on Form 8-A, dated June 28, 1988, as
amended by Form 8, dated July 5, 1989 (File No. 1-3608)).
(b) Warner-Lambert agrees to furnish to the Commission, upon request, a copy of each instrument with
respect to issues of long-term debt of Warner-Lambert. The principal amount of debt issues
authorized under each such instrument does not exceed 10% of the total assets of Warner-Lambert.
(10) Material contracts.
(a) Warner-Lambert Company 1983 Stock Option Plan, as amended to November 26, 1991 (Incorporated by
reference to Warner-Lambert's Form 10-K for the fiscal year ended December 31, 1991 (File No.
1-3608)).
(b) Warner-Lambert Company 1987 Stock Option Plan, as amended to November 26, 1991 (Incorporated by
reference to Warner-Lambert's Form 10-K for the fiscal year ended December 31, 1991 (File No.
1-3608)).
(c) Warner-Lambert Company 1989 Stock Plan, as amended to November 26, 1991 (Incorporated by reference
to Warner-Lambert's Form 10-K for the fiscal year ended December 31, 1991 (File No. 1-3608)).
(d) Warner-Lambert Company 1992 Stock Plan, as amended to November 1, 1996.
(e) Warner-Lambert Company 1996 Stock Plan, as amended to November 1, 1996.
(f) Warner-Lambert Company Incentive Compensation Plan, as amended to September 27, 1994 (Incorporated
by reference to Warner-Lambert's Quarterly Report on Form 10-Q for the quarter ended September 30,
1994).
(g) Warner-Lambert Company Supplemental Pension Income Plan, as amended to November 28, 1995
(Incorporated by reference to Warner-Lambert's Form 10-K for the fiscal year ended December 31,
1995).
(h) Group Plan Participation by Non-employee Directors (Incorporated by reference to Warner-Lambert's
Form 10-K for the fiscal year ended December 31, 1991
(File No. 1-3608)).
(i) Warner-Lambert Company Directors' Retirement Plan, as amended to June 1, 1995 (Incorporated by
reference to Warner-Lambert's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995).
(j) Warner-Lambert Excess Savings Plan, formerly Warner-Lambert Supplemental Savings Plan, as amended
to January 1, 1997 (Incorporated by reference to Warner-Lambert's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996).
(k) Warner-Lambert Company Executive Severance Plan, as amended to September 27, 1994 (Incorporated by
reference to Warner-Lambert's Quarterly Report on Form 10-Q for the quarter ended September 30,
1994).
(l) Restricted Stock Plan for Directors of Warner-Lambert Company, as amended to January 28, 1992
(Incorporated by reference to Warner-Lambert's Form 10-K for the fiscal year ended December 31,
1991 (File No. 1-3608)).
(m) Employment Agreement dated September 24, 1985 between Warner-Lambert Company and Melvin R. Goodes,
Chairman of the Board and Chief Executive Officer, as amended to August 1, 1991 (Incorporated by
reference to Warner-Lambert's Quarterly Report on Form 10-Q for the quarter ended September 30,
1991 (File No. 1-3608)).
(n) Employment Agreement effective as of August 1, 1991 between Warner-Lambert Company and Lodewijk J.
R. de Vink, President and Chief Operating Officer (Incorporated by reference to Warner-Lambert's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1991 (File No. 1-3608)).
(12) Computation of Ratio of Earnings to Fixed Charges.

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------

(13) Copy of the Warner-Lambert Company Annual Report for the year ended December 31, 1996. Such report,
except for those portions thereof which are expressly incorporated by reference herein, is furnished
solely for the information of the Commission and is not to be deemed 'filed' as part of this filing.
(21) Subsidiaries of the registrant.
(23) Consent of Independent Accountants.
(27) Financial Data Schedule (EDGAR filing only).

STATEMENT OF DIFFERENCES

The trademark symbol shall be expressed as..............'tm'
The registered trademark symbol shall be expressed as...'r'