EXHIBIT 99.  Cautionary Statement Under Private Securities
             Litigation Reform Act Of 1995 - "Safe Harbor" For
             Forward-Looking Disclosures


Certain forward-looking statements are included in this Form 10-K and may be
made by Company spokespersons based on then-current expectations of management.
All forward-looking statements made by the Company are subject to risks and
uncertainties. One can identify forward-looking statements by their use of words
such as "expects," "plans," "will," "estimates," "forecasts," "projects,"
"believes," "anticipates" and other words of similar meaning. One can also
identify them by the fact that they do not relate strictly to historical or
current facts. These statements are likely to address the Company's growth
strategy, financial results, regulatory issues, status of product approvals,
development programs, litigation and investigations.

Certain factors, including but not limited to those listed below, may cause
actual results to differ materially from current expectations and historical
results.

 . Competitive factors, including generic competition as patents on key products,
  such as Prozac, expire; pricing pressures, both in the U.S. and abroad,
  primarily from managed care groups and government agencies; and new patented
  products or expanded indications for existing products introduced by
  competitors, which can lead to declining demand for the Company's products.

 . Changes in inventory levels maintained by pharmaceutical wholesalers can cause
  reported sales for a particular period to differ significantly from underlying
  prescriber demand.

 . Economic factors over which the Company has no control, including changes in
  inflation, interest rates and foreign currency exchange rates, and overall
  economic conditions in volatile areas such as Latin America.

 . Governmental factors, including federal, state and foreign laws and
  regulations that affect pharmaceutical pricing, such as Medicaid, Medicare,
  pharmaceutical importation laws, and other laws and regulations that could,
  directly or indirectly, impose governmental controls on the prices at which
  the Company's products are sold.

 . The difficulties and uncertainties inherent in new product development. New
  product candidates that appear promising in development may fail to reach the
  market or may have only limited commercial success because of efficacy or
  safety concerns, inability to obtain necessary regulatory approvals,
  difficulty or excessive costs to manufacture, or infringement of the patents
  or intellectual property rights of others.

 . Delays and uncertainties in the FDA approval process and the approval
  processes in other countries, resulting in lost market opportunity.

 . Regulatory issues concerning compliance with current good manufacturing
  practice (cGMP) regulations for pharmaceutical products, that can lead to
  product recalls and seizures, interruption of production, and delays in the
  approvals of new products pending resolution of the cGMP issues.

 . Unexpected safety or efficacy concerns arising with respect to marketed
  products, whether or not scientifically justified, leading to product recalls,
  withdrawals or declining sales.

 . Legal factors including unanticipated litigation of product liability or other
  liability claims; antitrust litigation; environmental matters; and patent
  disputes with competitors that could preclude


  commercialization of products or negatively affect the profitability of
  existing products. In particular, see "Financial Expectations for 2001" under
  Part II, Item 7, Management's Discussion and Analysis of Financial Condition
  and Results of Operations (pages 6-7 of Exhibit 13), for a discussion of the
  expected impact of litigation involving the Company's U.S. patents on Prozac.

 . Changes in tax laws, including laws related to the remittance of foreign
  earnings or investments in foreign countries with favorable tax rates, and
  settlements of federal, state, and foreign tax audits.

 . Changes in accounting standards promulgated by the Financial Accounting
  Standards Board, the Securities and Exchange Commission, and the American
  Institute of Certified Public Accountants which are adverse to the Company.

 . Internal factors such as changes in business strategies and the impact of
  restructurings and business combinations.

The Company undertakes no duty to update forward-looking statements.