8-K

    As filed with the Securities and Exchange Commission on February 1, 2001


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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)  January 29, 2001              



                              PHARMACIA CORPORATION                             
             (Exact Name of Registrant as Specified in Its Charter)


                                    Delaware                                    
                 (State or Other Jurisdiction of Incorporation)


     1-2516                                             43-0420020              
(Commission File Number)                       (IRS Employer Identification No.)

  100 Route 206 North, Peapack, New Jersey                            07977     
(Address of Principal Executive Offices)                            (Zip Code)

                                 (908) 901-8000                                 
              (Registrant's Telephone Number, Including Area Code)


                                       N/A                                      
          (Former Name or Former Address, if Changed Since Last Report)

Item 5. Other Events.

                  On January 29, 2001, Pharmacia Corporation, a Delaware corporation, announced that Robert B. Shapiro, chairman of the Registrant’s Board of Directors and a member of the Board, and John S. Reed, a member of the Board, will step down from the Board of Directors effective February 21, 2001 and the size of the Board will be reduced to fifteen members. Fred Hassan will become Chairman of the Board of Directors effective February 21, 2001.

                  A copy of the press release issued by the registrant on January 29, 2001 is attached hereto as Exhibit 99 and is hereby incorporated by reference herein.

Item 7.	Financial Statements, Pro Forma Financial Information and Exhibits.
(a)	Financial Statements of Business Acquired. Not Applicable.
(b)	Pro Forma Financial Information. Not Applicable.
(c)	Exhibits. 99     Press Release dated January 29, 2001.

SIGNATURES

                  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 hereunto duly authorized.

	PHARMACIA CORPORATION
Dated: January 31, 2001	By:	/s/ Don W. Schmitz
		Name: Title:	Don W. Schmitz Vice President, Associate General Counsel and Corporate Secretary

INDEX TO EXHIBITS

Exhibit No.	Exhibit
99	Press Release dated January 29, 2001.

EX-99

Exhibit 99

FOR IMMEDIATE RELEASE

Pharmacia Announces Changes to Company's Board of Directors

Pharmacia CEO Fred Hassan to Become Chairman of the Board

PEAPACK, NJ (January 29, 2001) - Pharmacia Corporation (NYSE: PHA) today announced that Robert B. Shapiro, Chairman of the company’s Board of Directors, and Board member John S. Reed will step down from the Pharmacia Board. Following the changes which will take effect on February 21, 2001, Pharmacia’s Chief Executive Officer Fred Hassan will assume the additional responsibility of Chairman of the Board.

Shapiro, the former Chairman and Chief Executive Officer of Monsanto Company, was appointed Chairman of the Pharmacia Board of Directors following the completion of the merger of Monsanto and Pharmacia & Upjohn in March 2000. Shapiro has a distinguished record of service in many roles in both the public and private sectors. He joined Monsanto’s G.D. Searle unit in 1979 and went on to serve as head of Monsanto’s NutraSweet and agricultural businesses before becoming Monsanto’s Chairman, President and Chief Executive Officer in 1995.

Reed, the retired Chairman and Co-Chief Executive Officer of Citigroup Inc., assumed his responsibilities on the Pharmacia Board in March 2000 after serving on the original Monsanto Board for 15 years. He will continue to serve as a Board member of the new Monsanto Company.

“The speed and success of our merger, the strength of the new management team under Fred Hassan, and the exceptionally strong performance that Pharmacia is delivering, along with the successful partial IPO of the new Monsanto Company, led me to the decision that now is the time to conclude my service on the Board,” said Shapiro. “When we first announced our merger in late 1999, we felt confident that this was the best strategy for all our stakeholders. It is very satisfying to see this confidence rewarded by the success of Pharmacia.”

“On behalf of the entire Board, I want to thank Bob and John for their contributions to the success of Pharmacia Corporation,” said Hassan. “As Chairman, Bob provided exceptional leadership throughout the merger integration process. He also provided great assistance to me personally. Bob’s counsel and guidance contributed significantly to the speed with which we created our new company and the success we have seen. We will miss the many contributions Bob and John have made to our company, and wish them well in their new endeavors.”

The departures of Shapiro and Reed will reduce the Pharmacia Board from 17 to 15 members.

Pharmacia Corporation (NYSE: PHA) is a leading global pharmaceutical company created through the merger of Pharmacia & Upjohn with Monsanto Company and its G.D. Searle unit. Pharmacia has a broad product portfolio, a robust pipeline of new medicines, and an annual investment of more than $2 billion in pharmaceutical research and development.

Certain statements contained in this release, such as statements concerning the Company’s performance and prospects, are “forward-looking statements” (as such term is defined in the Private Securities Litigation Reform Act of 1995). Since these statements are based on factors that involve risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Such factors include, among others, the risks and factors detailed in the Company’s Securities and Exchange Commission filings, including its Form 10-K for the year ended December 31, 1999.

Media Contact:
Paul Fitzhenry
Tel. (908) 901-8770 Analyst Contact:
Craig Tooman
Tel. (908) 901-8853

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