S-8

     As filed with the Securities and Exchange Commission on April 26, 2004

                    Registration Statement No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                               450 5TH STREET N.W.

                             WASHINGTON, D.C. 20549


                                   ----------


                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933


                                   ----------


                                   PFIZER INC.
             (Exact name of Registrant as specified in its charter)


        DELAWARE                                         13-5315170
(State of Incorporation)                    (I.R.S. Employer Identification No.)


                              235 EAST 42ND STREET
                          NEW YORK, NEW YORK 10017-5755
                    (Address of Principal Executive Offices)


                                   ----------

                          PFIZER INC. 2004 STOCK PLAN
                           (Full Title of the Plan)

                             MARGARET M. FORAN, ESQ.
                                   PFIZER INC.
                              235 EAST 42ND STREET
                          NEW YORK, NEW YORK 10017-5755
                    (Name and Address of Agent for Services)


                                 (212) 773-4802
                     (Telephone Number of Agent for Service)


                                   ----------




                           CALCULATION OF REGISTRATION FEE
=========================================================================================
     TITLE OF       AMOUNT TO BE     PROPOSED MAXIMUM    PROPOSED MAXIMUM      AMOUNT OF
 SECURITIES TO BE    REGISTERED	    OFFERING PRICE PER       AGGREGATE       REGISTRATION
   REGISTERED	                         SHARE(1)        OFFERING PRICE(1)      FEE(1)
- -----------------------------------------------------------------------------------------
Common Stock, $.05   475,000,000 shares.   $32.92      $15,637,000,000     $1,981,207.90
par value
===========================================================================================


1    Estimated to calculate the registration fee based on the average of the
     high and low prices of Pfizer Inc. Common Stock for New York Stock Exchange
     Composite Transactions as reported in The Wall Street Journal on April 20, 2004.
================================================================================





                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

      The following are incorporated by reference:

      o     the Annual Report of Pfizer Inc. on Form 10-K for the year ended
            December 31, 2003,

      o     all other reports we subsequently filed under Sections 13(a) or
            15(d) of the Securities Exchange Act of 1934,

      o     the description of our common stock contained in our Registration
            Statement filed under Section 12 of the Securities Exchange Act of
            1934, including all amendments and reports updating the description, and
      

All documents later filed by us under Section 13(a), 13(c), 14, and 15(d)
of the Securities Exchange Act of 1934, before we file a post-effective
amendment that indicates all securities offered have been sold or which
deregisters all securities that have not been sold, will be incorporated by
reference and will be a part of this filing from the date that document was
filed.


ITEM 4. DESCRIPTION OF SECURITIES

      Not applicable.


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      The validity of the securities has been passed upon by Margaret M. Foran,
Esq., Vice President - Corporate Governance and Secretary for the Company. Ms.
Foran beneficially owns Common Stock and options to purchase Common Stock
granted under the Pfizer Inc. Stock and Incentive Plan.


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the General Corporation Law of Delaware permits a
corporation to indemnify any person who is or has been a director, officer,
employee or agent of the corporation or who is or has been serving as director,
officer, employee or agent of another corporation, organization or enterprise at
the request of the corporation, against all liability and expenses (including,
but not limited to, attorneys' fees and disbursements and amounts paid in
settlement or in satisfaction of judgments or as fines or penalties) incurred or
paid in connection with any claim, action, suit or proceeding, whether civil,
criminal, administrative, investigative or otherwise, in which he/she may be
involved by reason of the fact that he/she served or is serving in these
capacities, if he/she acted in good faith and in a manner he/she reasonably
believed to be in or not opposed to the best interest of the corporation and,
with respect to any criminal action or proceeding, had no cause to believe
his/her conduct was unlawful. In the case of a claim, action, suit or proceeding
made or brought by or in the right of the corporation to procure a recovery or
judgment in its favor, the corporation shall not indemnify such person in
respect of any claim, issue or matter as to which such person has been adjudged
to be liable to the corporation for negligence or misconduct in the performance
of his/her duty to the corporation, except for such expenses as the court may
allow. Any such person who has been wholly successful on the merits or otherwise
with respect to any such claim, action, suit or proceeding or with respect to
any claim, issue or matter therein, shall be indemnified as of right against all
expenses in connection therewith or resulting therefrom.

      Pursuant to Article V, Section 1 of our By-Laws, we will indemnify
directors and officers to the fullest extent permitted by applicable law as it
presently exists or is amended. We are insured against actions taken under our 
By-Laws and the directors and officers are insured directly at our expense against 
such liabilities for which indemnification is not made. We have entered into 
agreements with our directors and certain of our officers requiring us to indemnify 
such persons to the fullest extent permitted by our By-Laws.


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.


ITEM 8. EXHIBITS

EXHIBIT

 4      --    Pfizer Inc. 2004 Stock Plan incorporated by reference from our Proxy
              Statement for the 2004 Annual Meeting of Shareholders.


 5      --    Opinion and Consent of Margaret M. Foran, Esq., Vice President -
              Corporate Governance and Secretary.

23  (i) --    Consent of KPMG LLP, independent auditors.


23 (ii) --    Consent of PriceWaterhouseCoopers LLP, independent accountants.


23(iii) --    Consent of Deloitte & Touche LLP, independent auditors.


24      --    Power of Attorney (included as part of the signature page hereto).

ITEM 9. UNDERTAKINGS

      The Company undertakes:

      (1)   to file, during any period in which offers or sales are being made,
            a post-effective amendment to this registration statement:

            (i)   To include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment) which, individually or in the
                  aggregate, represent a fundamental change in the information
                  set forth in the registration statement;

            (iii) To include any material information about the plan of
                  distribution not already disclosed in the registration
                  statement or any material change to such information in the
                  registration statement;

            provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
            if the registration statement is on Form S-3 or Form S-8 and the
            information required to be included in a post-effective amendment by
            those paragraphs is contained in periodic reports filed by the
            registrant pursuant to Section 13 or Section 15(d) of the Securities
            Exchange Act of 1934 that are incorporated by reference in the
            registration statement.

      (2)   that, for purposes of determining any liability under the Securities
            Act of 1933, each such post-effective amendment shall be a new
            registration statement relating to the securities offered, and the
            offering of such securities at that time will be viewed as the
            initial bona fide offering.

      (3)   to remove from registration by means of a post-effective amendment
            any of the securities being registered which remain unsold at the
            end of the offering.

      (4)   that, for purposes of determining any liability under the Securities
            Act of 1933, each filing of the registrant's annual report pursuant
            to Section 13(a) or Section 15(d) of the Securities Exchange Act of
            1934 (and, where applicable, each filing of an employee benefit
            plan's annual report pursuant to Section 15(d) of the Securities
            Exchange Act of 1934) that is incorporated by reference in the
            registration statement will be a new registration statement relating
            to the securities offered, and the offering of such securities at
            that time shall be viewed as the initial bona fide offering.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant under the foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is unenforceable. 
In the event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.



                                   SIGNATURES

      Under the requirements of the Securities Act of 1933, the Registrant has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has caused this Registration Statement to be signed on its
behalf by the authorized signer in The City of New York, State of New York, on
the 26th day of April, 2004.

                                      PFIZER INC

                                      By /s/ HENRY A. MCKINNELL
                                         --------------------------------------
                                         HENRY A. MCKINNELL
                                         Chairman of the Board , Chief Executive
                                         Officer and Director
                                         (Principal Executive Officer)



      Each person whose signature appears below hereby constitutes and appoints Margaret M. 
Foran,and Jeffrey B. Kindler and each of them, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments (including 
post-effective amendments) and supplements to this Registration Statement, and to file the same, 
with all exhibits thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying 
and confirming all that said attorneys-in-fact and agents, or either of them, or their or his or 
her substitute
s, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

         SIGNATURE                       TITLE                  DATE
- ---------------------------    ------------------------     ---------------

/s/ HENRY A. MCKINNELL         Chairman of the Board,       April 26, 2004
- ---------------------------    Chief Executive Officer
(Henry A. McKinnell)           and Director (Principal
                               Executive Officer)


/s/ DAVID L. SHEDLARZ          Executive Vice President     April 26, 2004
- ---------------------------    and Chief Financial
(David L. Shedlarz)            Officer (Principal
                               Financial Officer)


/s/ LORETTA V. CANGIALOSI      Vice President -             April 26, 2004
- ---------------------------    Controller (Principal
(Loretta V. Cangialosi)        Accounting Officer)


/s/ MICHAEL S. BROWN           Director                     April 26, 2004
- ---------------------------
(Michael S. Brown)


/s/ M. ANTHONY BURNS           Director                     April 26, 2004
- ---------------------------
(M. Anthony Burns)


/s/ ROBERT N. BURT             Director                     April 26, 2004
- ---------------------------
 (Robert N. Burt)


/s/ W. DON CORNWELL            Director                     April 26, 2004
- ---------------------------
(W. Don Cornwell)


/s/ WILLIAM H. GRAY, III       Director                     April 26, 2004
- ---------------------------
(William H. Gray, III)


/s/ CONSTANCE J. HORNER        Director                     April 26, 2004
- ---------------------------
(Constance J. Horner)



/s/ WILLIAM R. HOWELL          Director                     April 26, 2004
- ---------------------------
(William R. Howell)


/s/ STANLEY O. IKENBERRY       Director                     April 26, 2004
- ---------------------------
(Stanley O. Ikenberry)


/s/ GEORGE A. LORCH            Director                     April 26, 2004
- ---------------------------
(George A. Lorch)


/s/ DANA G. MEAD               Director                     April 26, 2004
- ---------------------------
(Dana G. Mead)


/s/ FRANKLIN D. RAINES         Director                     April 26, 2004
- ---------------------------
(Franklin D. Raines)


/s/ RUTH J. SIMMONS            Director                     April 26, 2004
- ---------------------------
(Ruth J. Simmons)


/s/ WILLIAM C. STEERE, JR.     Director                     April 26, 2004
- ---------------------------
(William C. Steere, Jr.)


/s/ JEAN-PAUL VALLES           Director                     April 26, 2004
- ---------------------------
(Jean-Paul Valles)



                                  EXHIBIT INDEX

EXHIBIT

 4      --    Pfizer Inc. 2004 Stock Plan incorporated by reference from our Proxy
              Statement for the 2004 Annual Meeting of Shareholders.


 5      --    Opinion and Consent of Margaret M. Foran, Esq., Vice President -
              Corporate Governance and Secretary.

23  (i) --    Consent of KPMG LLP, independent auditors.


23 (ii) --    Consent of PriceWaterhouseCoopers LLP, independent accountants.


23(iii) --    Consent of Deloitte & Touche LLP, independent auditors.


24      --    Power of Attorney (included as part of the signature page hereto).

EX-5

                                                                       EXHIBIT 5


                        [LETTERHEAD OF MARGARET M. FORAN]


April 26, 2004


Pfizer Inc.
235 East 42nd Street
New York, New York 10017-5755



Pfizer Inc.:

      In connection with the Registration Statement on Form S-8 relating to
475,000,000 shares of Common Stock of Pfizer Inc. under the Pfizer Inc. 2004 Stock 
Plan,it is my opinion that:

      All necessary corporate proceedings have been taken to authorize the
issuance of the shares under the Plan, and all such shares, upon issuance in
accordance with the Plan and upon full payment in cash for such shares issued,
will be validly issued and outstanding and fully paid and non-assessable.

      In preparing this opinion, I have examined certificates of public
officials, certificates of officers and copies certified to my satisfaction of
such corporate documents and records of the Company and such other papers as I
have thought relevant and necessary as a basis for my opinion. I have relied on
such certificates in connection with the accuracy of actual matters contained in
such documents which were not independently established.

      I consent to the use of this opinion in the Registration Statement and to
the reference to my name under the heading "Legal Opinion" in the Prospectus. In
giving such consent, I do not admit that I come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, or the
Rules and Regulations of the Securities and Exchange Commission.

                                          Very truly yours,

                                          /s/ MARGARET M. FORAN
                                          --------------------------------------
                                          Margaret M. Foran

                                   

EX-23

                                                                   EXHIBIT 23(i)


                          INDEPENDENT AUDITORS' CONSENT


The Board of Directors of Pfizer Inc:


We consent to the incorporation by reference in the Registration Statement on Form 
S-8 of Pfizer Inc, dated April 26, 2004, of our report dated February 26, 2004, 
with respect to the consolidated balance sheets of Pfizer Inc and Subsidiary 
Companies as of December 31, 2003 and 2002, and the related consolidated
statements of income, shareholders' equity and cash flows for each of the three years
in the period ended December 31, 2003, which report appears in the December 31, 
2003 Annual Report on Form 10-K of Pfizer Inc filed March 10, 2004.


KPMG LLP
New York, New York
April 26, 2004
                                     

EX-23

                                                                  EXHIBIT 23(ii)


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 3, 2003 relating to the
financial statements of Pharmacia Corporation, which appears in Pharmacia
Corporation's annual report on Form 10-K for the year ended December 31, 2002.





PricewaterhouseCoopers LLP

Florham Park, New Jersey
April 26, 2004

EX-23

                                                                 EXHIBIT 23(iii)


                          INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in Pfizer Inc.'s Registration Statement on 
Form S-8 of our report dated November 1, 2002 (November 15, 2002 as to Note 24) on the 
consolidated financial statements of Monsanto Company and subsidiaries as of August 13, 
2002 and for the period from January 1, 2002 to August 13, 2002; and of our report dated 
February 5, 2002 (which report expresses an unqualified opinion and includes an 
explanatory paragraph relating to the adoption of Staff Accounting Bulletin No. 101, 
Revenue Recognition in Financial Statements, in 2000), on the consolidated financial 
statements of Monsanto Company and subsidiaries for the year ended December 31, 2001,
which are incorporated by reference into the Pfizer Inc. Annual Report on Form 10-K for 
the year ended December 31, 2003.


Deloitte & Touche LLP
St. Louis, Missouri
April 26, 2004