SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549



                                    FORM 8-K



                                 CURRENT REPORT


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



       Date of Report (Date of earliest event reported) February 1, 1996
                                                        ----------------


                          PHILIP MORRIS COMPANIES INC.
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             (Exact name of registrant as specified in its charter)


     Virginia                       1-8940                     13-3260245
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  (State or other                (Commission                  (IRS Employer
   jurisdiction                   File Number)              Identification No.)
  of incorporation)



 120 Park Avenue, New York, New York                          10017-5592
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 (Address of principal
   executive offices)                                         (Zip Code)



Registrant's telephone number, including area code  (212) 880-5000
                                                    --------------



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         (Former name or former address, if changed since last report)

 
Item 5. Other Events.
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        Filed as part of this Current Report on Form 8-K are the consolidated
balance sheets of Philip Morris Companies Inc. and subsidiaries (the "Company")
as of December 31, 1995 and 1994, and the related consolidated statements of
earnings, stockholders' equity and cash flows for each of the three years in the
period ended December 31, 1995 (the "Financial Statements"), the independent
accountants' report thereon and the statement regarding computation of ratios of
earnings to fixed charges.  The Financial Statements, the independent
accountants' report and the statement regarding computation of ratios of
earnings to fixed charges will be incorporated by reference in the Company's
Annual Report on Form 10-K for the year ended December 31, 1995.

        Additionally, see Exhibit 1 below.

Item 7. Financial Statements and Exhibits.
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        The Financial Statements, together with the independent accountants'
report thereon, are included herein.

 (c)    Exhibits

        1.  Form of Underwriting Agreement, including form of Terms
            Agreement.

        12. Statement regarding computation of ratios of earnings to
            fixed charges.

        23. Consent of independent accountants.

        27. Financial Data Schedule.

        99. Financial Statements.



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                                   SIGNATURE


        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 thereunto duly authorized.



        PHILIP MORRIS COMPANIES INC.



BY      /s/ HANS G. STORR


            Executive Vice President and
            Chief Financial Officer


DATE    February 1, 1996



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                                 EXHIBIT INDEX



Exhibit No.
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1.  Form of Underwriting Agreement, including form of
    Terms Agreement.

12. Statement regarding computation of ratios of earnings
    to fixed charges.

23. Consent of independent accountants.

27. Financial Data Schedule.

99. Financial Statements.