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-Q and may be
made by company spokespersons based on current expectations of management. All
forward-looking statements made by the company are subject to risks and
uncertainties. 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, including 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.

--   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 which could preclude commercialization of
     products or negatively affect the profitability of existing products. In
     particular, see "Recent Development" under Part I, Item 2, Management's
     Discussion and Analysis of Financial Condition and Results of Operations,
     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.

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