EXHIBIT 99(a)
 
       CAUTIONARY STATEMENTS RELATING TO 'SAFE HARBOR' PROVISIONS OF THE
                PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
 
     Certain Company communications contain forward-looking statements. These
statements may be identified by the use of forward-looking words or phrases such
as 'believe,' 'expect,' 'anticipate,' 'should,' 'planned,' 'may,' 'estimated'
and 'potential.' These forward-looking statements are based on the Company's
current expectations. The Private Securities Litigation Reform Act of 1995
provides a 'safe harbor' for such forward-looking statements. In order to comply
with the terms of the safe harbor, the Company notes that a variety of factors
could cause actual results and experience to differ materially from the
anticipated results or other expectations expressed in such forward-looking
statements. The risks and uncertainties that may affect the operations,
performance, development and results of the Company's business include:
 
          Changes in the favorable market reaction to the Company's significant
     new pharmaceutical products, the cholesterol-lowering agent LIPITOR and the
     type 2 diabetes drug REZULIN.
 
          Competitive factors, including managed care and other groups or
     institutions seeking price discounts; technological advances attained by
     competitors; and patents granted to or contested by competitors, which
     would result in their ability to compete against the Company more
     effectively.
 
          Difficulties or delays in pharmaceutical product development,
     including, but not limited to, the inability to identify viable new
     chemical compounds, to successfully complete toxicology testing and/or
     clinical trials, to obtain regulatory approval for the compounds or to gain
     market acceptance of approved products.
 
          Unexpected safety or efficacy concerns arising with respect to
     marketed products, whether or not scientifically justified, leading to
     product recalls, withdrawals or other actions which could result in
     declining sales.
 
          The expiration of patents or governmental grants of exclusivity with
     respect to the Company's products.
 
          Government laws and regulations affecting domestic and international
     operations, which could include matters affecting drug approval and
     pricing; or actions of regulatory agencies with respect to products and/or
     manufacturing facilities which could result in fines, products interruption
     or withdrawal, plant closures or consent decrees.
 
          Changes in economic conditions (including inflation, interest rates
     and foreign currency exchange rates) in the global marketplace, including
     Canada, Japan, Mexico and Western Europe, where the Company has significant
     businesses.
 
          Significant litigation adverse to the Company, including,
     particularly, product liability litigation, antitrust litigation and patent
     and trademark litigation.