UNITED STATES

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM 10-Q

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

              For the Quarterly Period Ended September 30, 1997

                                    OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

          For the Transition Period From           to          

         _______________________________________________________


                    Commission File Number 1-4147



                       PHARMACIA & UPJOHN, INC.             
         (Exact name of registrant as specified in its charter)


                    Delaware                  98-0155411  
            (State of incorporation)      (I. R. S. Employer
                                          Identification No.)


  Pharmacia & Upjohn Company, 7000 Portage Road, Kalamazoo, MI  49001
        (Address of principal executive offices)  (Zip Code)


            Registrant's telephone number     616/833-4000


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding twelve months, and (2) has been subject
to such filing requirements for the past 90 days.  YES   X      NO      


The number of shares of Common Stock, $1 Par Value, outstanding as of
October 31, 1997, was 507,421,820.

                          Page 1 of 24 pages
             The exhibit index is set forth on page 19.


<PAGE>
                      QUARTERLY REPORT ON FORM 10Q

                        PHARMACIA & UPJOHN, INC.             

                     QUARTER ENDED SEPTEMBER 30, 1997


INDEX OF INFORMATION INCLUDED IN REPORT

                                                                        Page
                                                                        ----

PART I - FINANCIAL INFORMATION

  Item 1.     Financial Statements (Unaudited)

              Consolidated Statements of Earnings                          3

              Condensed Consolidated Statements of Cash Flows              4

              Condensed Consolidated Balance Sheets                        5

              Notes to Consolidated Financial Statements                   6

  Item 2.     Management's Discussion and Analysis of Financial
                Condition and Results of Operations                        9


Part II - OTHER INFORMATION

  Item 6.     Exhibits and Reports on Form 8-K                            19



<PAGE>


PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

<TABLE>
PHARMACIA & UPJOHN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(All U.S. dollar amounts in millions, except per-share data)

<CAPTION>
                                                            Unaudited
                                       --------------------------------------------------
                                          For Three Months            For Nine Months
                                         Ended September 30,        Ended September 30,
                                       -----------------------    -----------------------
                                          1997         1996          1997         1996 
                                       ----------   ----------    ----------   ----------
<S>                                    <C>          <C>           <C>          <C>
Net sales                              $ 1,551      $ 1,721       $ 4,889      $ 5,236
Other revenue                               36           20            98           66
                                       ----------   ----------    ----------   ----------

Operating revenue                        1,587        1,741         4,987        5,302

Cost of products sold                      476          533         1,529        1,536
Research and development                   268          330           832          933
Marketing, administrative and other        585          540         1,839        1,887
Biotech merger costs                        31            -            31            -
Restructuring charges                      125           37           125          458
Merger costs                                 -           16             -           67
                                       ----------   ----------    ----------   ----------

Operating income                           102          285           631          421

Interest income                             26           31            80          127
Interest expense                            (6)          (9)          (24)         (52)
All other, net                              (2)          (3)           (3)           5
                                       ----------   ----------    ----------   ----------

Earnings before income taxes               120          304           684          501
Provision for income taxes                  41          100           233          165
                                       ----------   ----------    ----------   ----------

Net earnings                                79          204           451          336
Dividends on preferred stock 
  (net of tax)                               3            3             9            9
                                       ----------   ----------    ----------   ----------

Net earnings on common stock           $    76      $   201       $   442      $   327
                                       ==========   ==========    ==========   ==========
Earnings per common share:
  Primary                                    $.15         $.39          $.86         $.64
  Fully diluted                              $.15         $.39          $.86         $.64

</TABLE>

                                       See accompanying notes.



<PAGE>
PHARMACIA & UPJOHN, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30
(All U.S. dollar amounts in millions)


                                                           Unaudited
                                                       ------------------
                                                         1997       1996
                                                       -------    -------
Net cash provided by operations                        $  862     $  544
                                                       -------    -------
Cash provided (required) by investment activities:
  Acquisition of subsidiaries                             (34)       (24)
  Additions of properties                                (354)      (400)
  Proceeds from sales of properties                        37         16
  Proceeds from sales of investments                      853      1,711
  Purchase of investments                                (584)    (1,303)
  Other                                                    18          3
                                                       -------    -------
Net cash provided (required) by investment activities     (64)         3
                                                       -------    -------
Cash provided (required) by financing activities:
  Proceeds from issuance of debt                           32         28
  Repayment of debt                                       (27)      (395)
  Payments of ESOP debt                                   (12)        (8)
  Debt maturing in three months or less (net)              18        498
  Dividends paid to shareholders                         (425)      (424)
  Purchase of common stock                                (84)       (77)
  Sales of treasury stock                                  16         80
  Other                                                    10          -
                                                       -------    -------
Net cash (required) by financing activities              (472)      (298)
                                                       -------    -------
Effect of exchange rate changes on cash                   (41)         2
                                                       -------    -------
Net change in cash and cash equivalents                   285        251
                                                       -------    -------
Cash and cash equivalents, beginning of period            641        841
                                                       -------    -------
Cash and cash equivalents, end of period               $  926     $1,092
                                                       =======    =======


Noncash event:
In August 1997, the company exchanged the net assets of its biotechnology 
supply business, Biotech, having a carrying cost of approximately $194, for a 
45% ownership in a newly formed life science company, Amersham Pharmacia 
Biotech.


See accompanying notes.

<PAGE>
PHARMACIA & UPJOHN, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(All U.S. dollar amounts in millions)
                                                   September 30,  December 31,
                                                       1997           1996
                                                   ------------   ------------
                                                    (unaudited)
                    ASSETS
Current assets:
  Cash and cash equivalents                         $   926        $   641
  Short-term investments                                381            696
  Trade accounts receivable, less allowance
    of $94 (1996: $95)                                1,346          1,705
  Inventories                                           962          1,012
  Other current assets                                  876            841
                                                   -----------    -----------
     Total current assets                             4,491          4,895
                                                   -----------    -----------
Long-term investments                                   542            512
                                                   -----------    -----------
Goodwill and other intangible assets, net             1,246          1,522
                                                   -----------    -----------
Properties, net                                       3,295          3,602
                                                   -----------    -----------
Other noncurrent assets                                 913            642
                                                   -----------    -----------
Total assets                                        $10,487        $11,173
                                                   ===========    ===========

      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Short-term debt, including current 
    maturities of long-term debt                    $   267        $   235
  Other current liabilities                           1,978          2,268
                                                   -----------    -----------
     Total current liabilities                        2,245          2,503
                                                   -----------    -----------
Long-term debt and guarantee of ESOP debt               794            823
                                                   -----------    -----------
Other noncurrent liabilities                          1,505          1,606
                                                   -----------    -----------

Shareholders' equity:
  Preferred stock, one cent par value; 
    authorized 100,000,000 shares; issued 
    Series A convertible 7,027 shares 
    (1996: 7,125 shares) at stated value                283            287
  Common stock, one cent par value; 
    authorized 1,500,000,000 shares, issued
    508,647,457 shares (1996: 508,500,633 shares)         5              5
  Capital in excess of par value                      1,443          1,457
  Retained earnings                                   5,633          5,603
  Currency translation adjustments                   (1,174)          (855)
  Other shareholders' equity                           (247)          (256)
                                                   -----------    -----------
     Total shareholders' equity                       5,943          6,241    
                                                   -----------    -----------
Total liabilities and shareholders' equity          $10,487        $11,173
                                                   ===========    ===========


                           See accompanying notes.

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
(All U.S. dollar amounts in millions, except per-share data)


A - INTERIM CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial information presented herein is unaudited, other
than the condensed consolidated balance sheet at December 31, 1996, which is 
derived from audited financial statements.  The interim financial statements 
and notes thereto do not include all disclosures required by generally 
accepted accounting principles and should be read in conjunction with the 
financial statements and notes thereto included in the company's latest annual 
report on Form 10-K.

In the opinion of management, the interim financial statements reflect all
adjustments of a normal recurring nature necessary for a fair statement of the
results for interim periods.  The current period's results of operations are
not necessarily indicative of results that ultimately may be achieved for the
year.


B - INVENTORIES:
                                                   September 30,  December 31,
                                                       1997           1996
                                                   ----------     ------------
    Estimated Replacement Cost
      (FIFO Basis):
    Pharmaceutical and Other Finished Products       $  486         $  437
    Raw Materials, Supplies and Work-in-Process         636            726
                                                   ----------     ----------
                                                      1,122          1,163
    Less Reduction to LIFO Cost                        (160)          (151)
                                                   ----------     ----------  
                                                     $  962         $1,012
                                                   ==========     ==========

Inventories valued on the LIFO method had an estimated replacement cost (FIFO
basis) of $477 at September 30, 1997, and $410 at December 31, 1996.


C - LITIGATION:

The company is involved in a number of legal and environmental proceedings.  
These include a substantial number of product liability suits claiming damages 
as a result of the use of the company's products, including a number of cases 
involving Halcion; administrative and judicial proceedings at approximately 50 
"Superfund" sites; and site cleanup at the company's discontinued industrial 
chemical operations.

While it is not possible to predict or determine the outcome of legal actions 
brought against the company, or the ultimate cost of environmental matters, 
the company continues to believe that the unaccrued costs and liabilities 
associated with such matters will not have a material adverse effect on the 
company's consolidated financial position, and unless there is a significant 
deviation from the historical pattern of resolution of these issues, there 
should not be a material adverse effect on the company's results of operations 
or liquidity.

The company is a party along with a number of other defendants (both 
manufacturers and wholesalers) in several federal civil antitrust lawsuits, 
some of which have been or are in the process of being consolidated and 
transferred to the Federal District Court for the Northern District of 
Illinois.  These suits, brought by independent pharmacies and chains, 
generally allege unlawful conspiracy, price discrimination and price fixing 
and, in some cases, unfair competition, and specifically allege that the
company and the other named defendants violated the following: (1) the 
Robinson-Patman Act by giving substantial discounts to hospitals, nursing 
homes, mail-order pharmacies and health maintenance organizations ("HMOs") 
without offering the same discounts to retail drugstores, and (2) Section I of 
the Sherman Antitrust Act by entering into illegal vertical combination with 
other manufacturers and wholesalers to restrict certain discounts and rebates 
so they benefited only favored customers.  The Federal District Court for the 
Northern District of Illinois certified a national class of retail pharmacies 
in November 1994.  Similar actions by proposed retailer classes have been 
filed in the state courts of Alabama, California, Minnesota, Mississippi, and 
Wisconsin.  The California and Wisconsin courts have certified retailer 
classes.  Motions to certify are pending in Alabama and Minnesota.  The suits 
seek treble damages and an injunction prohibiting the alleged illegal 
practices.  Thirteen of the twenty-seven pharmaceutical company defendants 
(not including the company) have reached settlement agreements with the 
plaintiffs in the class action pending in the Northern District of Illinois 
for amounts ranging from $10 to $60. These settlements were approved by the 
court in 1996.

Actions have been filed in 14 states and the District of Columbia on behalf of 
proposed consumer classes seeking damages based on the same alleged conduct.  
The courts in California and the District of Columbia have certified the 
proposed consumer classes.  After removal, the Federal District Court denied 
certification of a proposed Alabama consumer class, but a similar action was 
later remanded to the state court where it is pending.  The state courts in 
Maine, Michigan, and Minnesota denied certification of a consumer class, and 
plaintiffs' appeals are pending.  The state courts in Colorado, New York, and 
Washington dismissed complaints on behalf of proposed consumer classes.  
Plaintiffs appealed the dismissal in Washington and New York, and those 
appeals are pending.  Similar actions by proposed consumer classes are pending 
in the state courts of Arizona, Florida, Kansas, North Carolina, Tennessee, 
and Wisconsin.

The U.S. Federal Trade Commission has instituted an inquiry into whether 
pharmaceutical companies, including the company, may have violated federal 
antitrust laws in connection with establishing prices and rebates.  The 
company believes that any potential liability above amounts accrued will not 
have a material adverse effect on the company's consolidated financial 
position or the company's results of operations or liquidity.


D - RESTRUCTURING CHARGES

In the third quarter of 1997, the company recognized restructuring costs of 
$125 associated with its manufacturing rationalization program.  The charge 
included fixed asset write-offs of $96 for full or partial shut-down of 
manufacturing operations in various locations worldwide and $29 for employee 
separation payments and other exit costs.  Additional charges are expected to 
be recognized in future periods as the company continues to evaluate 
utilization of manufacturing facilities.

Since the fourth quarter of 1995, the company has recorded restructuring 
accruals that included estimated costs of $610 associated with the November 
1995 merger of the former Pharmacia AB and the former Upjohn Company.  The 
accruals reflected the planned reduction of approximately 4,350 positions, the 
elimination of duplicate facilities, and other exit costs related to the 
merger.  Expenditures associated with these accruals are expected to be 
substantially completed by the end of 1997.  There have been no adjustments to 
previously recorded accruals.


E - BIOTECH MERGER

In the third quarter of 1997, the company merged its biotechnology supply 
business, Pharmacia Biotech, with Amersham Life Science Ltd., a division of 
Amersham International plc, in a noncash transaction that did not result in 
the recognition of any gain or loss.  The merger created a new company, 
Amersham Pharmacia Biotech.  Pharmacia & Upjohn owns 45 percent of the new 
company which is accounted for using the equity method.  In the third quarter, 
the company recorded $34 in charges related to the Biotech merger consisting 
of transaction costs to effect the merger and a write-off of certain acquired 
research and development costs.  The related caption on the consolidated 
statement of earnings includes these charges as well as the company's portion 
of Amersham Pharmacia Biotech's earnings for the quarter. 


<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations:

FINANCIAL REVIEW

OVERVIEW OF CONSOLIDATED RESULTS 

The table below provides an overview of consolidated results (in millions of 
U.S. dollars, except per-share data):

                               Third Quarter               Nine Months
                        --------------------------- -------------------------- 
                                  Percent                    Percent
                          1997    Change     1996     1997   Change     1996
                        --------  -------  -------- -------- -------  --------
Total Revenue            $1,587    (8.9)%   $1,741   $4,987   (6.0)%   $5,302
Operating Income            102   (64.3)       285      631   49.7        421
Net Earnings                 79   (61.2)       204      451   34.3        336
Fully Diluted Earnings 
  Per Common Share       $ 0.15   (61.5)     $0.39   $ 0.86   34.4     $ 0.64

When comparing performance in the third quarter and first nine months of 1997 
to the same periods in 1996, nonrecurring items need to be considered.  In the 
third quarter of 1997, two nonrecurring items considerably reduced operating 
performance.  The company recorded restructuring charges associated with its 
manufacturing facility rationalization program of $125 million ($0.14 per 
share, after tax).  The company also recorded $34 million ($0.06 per share) 
for transaction costs and the write-off of acquired research and development 
relating to the recent Biotech merger.  In the third quarter of 1996, merger-
related restructuring and other merger costs related to the November 1995 
merger of former Pharmacia and former Upjohn amounted to $53 million ($0.06 
per share).  Operating performance for the first nine months of 1996 was 
significantly diminished by the merger-related restructuring and other merger-
related costs of $525 million ($0.63 per share) and the impairment of an 
investment of $106 million ($0.13 per share) resulting from the termination of 
a product development agreement.

Excluding these nonrecurring charges, operating income decreased 23 percent in 
the third quarter.  A 10 percent decline in sales coupled with a 5 percent 
decrease in operating costs and expenses (excluding nonrecurring items) 
contributed to the decline in overall performance in the quarter.  For the 
first nine months, operating income fell 25 percent.  This decline resulted 
from a 7 percent decrease in sales in conjunction with a 1 percent decrease in 
operating costs and expenses (excluding nonrecurring items).  Negative sales 
and earnings trends are not expected to change materially for the remainder of 
1997.

NET SALES

Worldwide sales declined 10 percent to $1.551 billion in the third quarter 
compared to $1.721 billion in the prior-year quarter.  The August merger of 
Biotech caused $69 million or 4 percentage points of the sales decrease.  
Sales of the new company resulting from the merger, Amersham Pharmacia 
Biotech, are not included in consolidated sales because its results are now 
accounted for using the equity method.  The remaining 6 percentage point 
decrease represented sales declines in prescription pharmaceutical and over-
the-counter (OTC) products across most major markets.  The generic erosion of 
older product lines, the discontinuation of special sales incentives in the 
U.S., and the continuing negative impact of currency exchange outside the U.S. 
were major contributors to the prescription pharmaceutical sales decline and 
more than offset impressive sales growth of new products.  Strong competition 
and trade inventory reductions caused OTC sales to decline in the quarter.

Worldwide sales fell $347 million, or 7 percent, to $4.889 billion in the 
nine-month comparison.  In addition to the factors already mentioned, 
prescription pharmaceutical sales decreased due to the effects of year-end 
1996 trade inventory accumulations in the U.S. and various health care cost 
containment measures taken by governments in Europe, most notably in Germany 
and Sweden.  Prelaunch trade inventory accumulations in 1996, negative 
exchange effects, and strong competition contributed to the OTC sales decline 
in the year-to-date comparison.  Of the total decline, $86 million resulted 
from the partial divestitures of Biotech in August and Biacore in 1996.  
Biacore was a wholly-owned subsidiary until December 1996 when Pharmacia & 
Upjohn sold 59 percent of its holding.

In 1997, sales outside the U.S. represented 67 percent of worldwide sales in 
the third quarter and 69 percent in the first nine months.  The magnitude of 
sales in Japan and key European countries resulted in significant adverse 
exchange effects to the company as the U.S. dollar remained strong relative to 
the yen and most major European currencies throughout 1997.  Excluding the 
negative effects of exchange, sales decreased by 3 percent in the quarter and 
1 percent year-to-date.  Sales performance by country, based on location of 
customer, is provided in the table below (in millions of U.S. dollars):

                               Third Quarter               Nine Months
                        --------------------------  -------------------------- 
                                  Percent                    Percent
                          1997    Change     1996     1997   Change     1996
                        --------  -------  -------- -------- -------  --------
United States            $  510   (13.0)%   $  585   $1,506   (9.7)%   $1,668
Japan                       163   (14.0)       190      530   (8.6)       579
Italy                        97   (18.0)       118      346   (8.3)       378
Germany                     100   (22.6)       130      330  (17.1)       397
United Kingdom               77    10.5         70      244   10.6        221
Sweden                       64   (29.7)        91      208  (20.3)       261
France                       57   (27.0)        78      196  (14.4)       229
Spain                        41   (10.6)        46      138  (16.9)       166
Rest of World               442     7.1        413    1,391    4.0      1,337
                        --------  -------  -------- -------- -------  --------
Consolidated Sales       $1,551    (9.8)%   $1,721   $4,889   (6.6)%   $5,236
                        ========  =======  ======== ======== =======  ========





PRODUCT SALES

The tables below provide a year-to-year comparison of consolidated net sales by 
major product group and by major product (in millions of U.S. dollars):

<TABLE>
<CAPTION>
                               Third Quarter                   Nine Months
                       -----------------------------  -----------------------------
                                Net   % Chg                    Net    % Chg
                              Percent  Excl.                 Percent  Excl.
                        1997  Change  Curr.*   1996    1997  Change   Curr.*  1996
                       ------ ------- ------- ------  ------ ------- ------- ------
<S>                    <C>    <C>     <C>     <C>     <C>    <C>     <C>     <C>
Infectious Disease     $  122   8.4%   17.8%  $  113  $  407  (1.3)%   2.1%  $  412
Metabolic Disease         182  (5.1)    2.6      192     516  (9.4)   (2.0)     570
Inflammation              131 (32.2)  (27.6)     193     402 (12.7)   (7.9)     460
Central Nervous System    127 (11.5)   (4.6)     144     358 (14.2)   (8.2)     418
Oncology                  161   3.7    11.8      156     501  13.7    20.4      440
Women's Health/Urology    148 (11.4)   (5.9)     167     431  (9.9)   (7.7)     478
Ophthalmology              94  20.7    29.4       78     269  28.5    34.9      209
Other Prescription
  Pharmaceuticals         117  29.2    38.3       90     393  (2.9)    6.4      405
Nutrition                  84 (13.2)   (2.8)      97     280 (11.2)   (3.9)     315
Consumer Health Care      138 (18.6)  (18.6)     169     458 (18.4)  (15.9)     561
Animal Health             104  (3.3)   (5.3)     107     283   0.3     1.1      283
Chemical and Contract 
  Manufacturing            67   6.7    10.6       62     203   0.8     3.8      201
                       ------ ------- ------- ------  ------ ------- ------- ------
Total Pharmaceuticals   1,475  (6.0)    1.0    1,568   4,501  (5.3)    0.1    4,752
Diagnostics                45  (6.0)    8.0       49     156  (5.7)    5.3      166
Biotech**                  31 (70.4)  (62.4)     104     232 (27.0)  (17.1)     318
                       ------ ------- ------- ------  ------ ------- ------- ------
Consolidated Net Sales $1,551  (9.8)%  (2.6)% $1,721  $4,889  (6.6)%  (0.8)% $5,236
                       ====== ======= ======= ======  ====== ======= ======= ======


                              Third Quarter                  Nine Months 
                       -----------------------------  -----------------------------
                                Net   % Chg                    Net   % Chg
                              Percent  Excl.                 Percent  Excl.
                        1997  Change  Curr.*   1996    1997   Change  Curr.*  1996
                       ------ ------- ------- ------  ------ ------- ------- ------
Genotropin              $ 96     1.1%  11.5%  $  95   $  282  (3.5)%   6.1%  $  292
Xanax                     70   (24.2) (13.8)     92      212 (16.4)  (11.2)     254
Cleocin                   75    10.3   16.9      68      210   4.5     9.6      201
Medrol                    61    (4.4)  10.0      64      186  (3.0)    4.0      192
Pharmorubicin             52    (8.0)   3.6      56      148  (6.2)    3.2      157
Depo-Provera              51    16.2   20.4      44      138  (2.3)   (1.6)     141
Fragmin                   39     0.8   14.8      38      120  10.4    23.1      109
Nicorette                 42   (25.8) (16.4)     57      118 (23.3)  (15.6)     153
Camptosar                 35    70.2   73.2      21      114 454.6   454.6       21
Healon                    38   (23.0) (16.6)     50      112 (20.3)  (13.9)     141
                       ------ ------- ------  ------  ------ ------- ------- ------
Total                   $559   (4.4)%   5.1%  $ 585   $1,640  (1.3)%   5.6%  $1,661
                       ====== ======= ======= ======  ====== ======= ======= ======

*Represents percent change from the prior year excluding the approximate 
effects of currency exchange rate fluctuations.
**1996 includes Biacore sales of $4 million for the quarter and $27 million 
for nine months. 
</TABLE>


Sales of new products Xalatan, Mirapex, Caverject, and Camptosar collectively 
increased $62 million in the quarter and $220 million in the first nine months 
over the same periods in 1996.  Strong sales growth of Xalatan, an intraocular 
pressure-lowering medication for glaucoma, was attributable to continued 
increasing demand and the expansion and refocusing of the U.S. sales force.  
Mirapex, a new treatment for Parkinson's disease, has quickly established an 
important market presence since its launch in the U.S. during July.  The 
company co-markets Mirapex in the U.S. with Boehringer Ingelheim 
Pharmaceuticals, Inc.  Sales of Caverject, the treatment for male impotence, 
increased largely due to the favorable impact of new competitor promotional 
spending on the erectile dysfunction market.  Sales of Camptosar, a treatment 
for refractory colorectal cancer, increased over the prior year but continued 
to level off in the third quarter as compared to the previous two quarters as 
a result of the product's initial strong market penetration in the U.S.  
Camptosar received market clearance in Canada during July and is now cleared 
for launch in 13 countries where the company has marketing rights.

The company launched Edronax and Detrusitol, two primary-care products, in the 
third quarter.  Edronax, the first of a new class of anti-depressants, was 
launched in the U.K. in July.  European regulatory review of the product was 
completed in early October clearing the way for market introductions in 11 
other countries.  In September, Detrusitol was cleared for marketing in 
Sweden.  This achievement is a critical first step toward broader approval in 
Europe.  Detrusitol is a treatment for unstable bladder, a cause of urinary 
incontinence.  The company also received European Union centralized market 
clearance for Vistide in the third quarter.  Vistide is licensed from Gilead 
Sciences and is a treatment for cytomegalovirus infections of the eye.

Both Fragmin and Cleocin recorded solid sales growth over the prior year.  
Fragmin is a treatment for the prevention of blood clots in connection with 
surgery.  For the first nine months of 1997, sales of Fragmin increased 10 
percent driven by new indications approved in Europe.  Double-digit growth in 
local currency in the U.K. and Germany was moderated by unfavorable exchange 
effects throughout Europe and lower sales in France due to competitive 
pressures.  Sales of Fragmin also grew in the United States.  Excluding 
exchange effects, Fragmin sales rose 15 percent in the quarter and 23 percent 
year-to-date.  Sales of the antibiotic Cleocin (Dalacin outside the U.S.) grew 
10 percent in the third quarter.  Cleocin continued to show strong growth in 
the U.S., emerging markets, and Latin American markets.  However, sales 
declined significantly in Germany, largely due to increasing generic 
competition and price decreases.  In the nine-month comparison, Cleocin 
achieved a 10 percent increase in sales excluding an unfavorable exchange 
impact of 5 percent.

Sales of Genotropin, a human growth hormone, increased slightly in the third 
quarter but declined 4 percent in the nine-month comparison.  In the U.S., 
sales continued to increase as new patient recruitment efforts prove 
successful.  Earlier this month, the U.S. FDA cleared the product for 
marketing for use in treating growth hormone deficiency in adults.  Sales 
declined overall in Europe due to increased competition, governmental policies 
restricting treatment, and the negative effects of currency exchange.  In 
local currency, performance in key European markets was mixed: good growth in 
the U.K. and Germany was more than offset by declining sales in France, Italy, 
and Spain.  In Japan, a major market for Genotropin, third quarter sales 
increased despite negative exchange effects due mainly to supply disruptions 
in the prior-year quarter.

U.S. sales of Xanax, the anti-anxiety agent, fell in both the third quarter 
and first nine months as generic competition continued to erode sales and 
year-end 1996 trade inventory accumulations reduced current year demand.  
Outside the U.S., Xanax achieved sales growth in local currency in the major 
markets of Italy, Spain, and France, as well as many smaller markets across 
Europe and Latin America.  This growth was moderated by adverse exchange 
effects resulting in an overall increase in non-U.S. sales of 2 percent for 
the first nine months.

Generic competition in both the U.S. and Europe eroded sales of several older 
product lines including Provera, Healon, Pharmorubicin, Micronase, and 
Adriamycin.  Collectively, sales for these products decreased $53 million in 
the quarter and $167 million in the first nine months.  In addition, U.S. 
sales of Provera, Micronase, and Adriamycin were adversely affected in the 
quarter by the discontinuation of special sales incentives that were offered 
in the prior-year quarter.  On a year-to-date basis, year-end 1996 trade 
inventory accumulations in the U.S. also contributed to the sales declines for 
these products.

Consumer Healthcare's OTC product sales declined by $32 million in the third 
quarter and $103 million in the first nine months.  In the quarter-to-quarter 
comparison, lower Rogaine sales reflected strong private-label competition in 
the U.S. as well as wholesaler inventory reductions in anticipation of the 
expected approval of Rogaine Extra Strength.  In July, the U.S. FDA Advisory 
Committee recommended Rogaine Extra Strength be made available for OTC sales. 
 Sales of the Nicorette smoking cessation product line in the U.S. were also 
lower in the quarter.  The decline was primarily attributable to the poor 
sales performance of the Nicotrol patch launched in the U.S. in the third 
quarter of 1996.  In the nine-month comparison, adverse exchange effects 
reduced sales across many product lines outside the U.S.  In local currency, 
the Nicorette product line performed well with strong growth in the U.K., 
Italy, France, and Japan.  Year-to-date OTC sales levels were also lower due 
to the initial establishment of retail inventories in the U.S. for the 1996 
launches of Rogaine and several Nicorette products.  These factors adversely 
affecting sales more than offset the positive net sales growth resulting from 
the second quarter product swap with Johnson & Johnson.  In June, the company 
acquired Nasalcrom, PediaCare, and Micatin in exchange for Motrin IB and 
Mycitracin in order to strengthen the company's OTC product portfolio.

While the other associated businesses continued to provide a solid base of 
sales to the company, their performance was mixed in the third quarter.  Sales 
of Chemical and Contract Manufacturing rose 7 percent while sales of Animal 
Health and Diagnostics declined by 3 and 6 percent, respectively, largely due 
to the negative effects of exchange.  In local currency, sales of each 
associated business rose in the first nine months of 1997 over the same period 
in 1996.

Sales of Biotech and Biacore were not reported in consolidated sales after the 
date of their partial divestitures which resulted in a comparative sales 
decrease of $73 million in the third quarter and $86 million year-to-date.  In 
August, the company contributed its asset holdings in its Biotech 
biotechnology subsidiary to Amersham Pharmacia Biotech.  The company holds a 
45 percent interest in Amersham Pharmacia Biotech and, accordingly, accounts 
for its share of the net results of operations of the new company on the 
equity basis.  Similarly, in December 1996, Pharmacia & Upjohn sold 59 percent 
of its holding in Biacore and since then has accounted for its investment in 
Biacore on the equity basis.

OTHER OPERATING REVENUE

Other operating revenue increased over the third quarter and first nine months 
of 1996 due to higher revenue earned from the company's agreement with Solvay 
& Cie to jointly market Luvox, a treatment for obsessive-compulsive disorder.

COSTS AND EXPENSES

Consolidated operating expenses, stated as a percent of net sales, were as 
follows: 
                                   Third Quarter            Nine Months
                                  ---------------        ----------------
                                  1997       1996        1997        1996
                                  ----       ----        ----        ----
Cost of Products Sold             30.7%      31.0%       31.3%       29.3%
Research and Development          17.3       19.2        17.0        17.8
Marketing, Administrative
  and Other                       37.7       31.4        37.6        36.0
Restructuring Charges              8.1        2.2         2.6         8.8
Biotech Merger/P&U Merger Costs    2.0        0.9         0.6         1.3
Operating Income                   6.6       16.6        12.9         8.0

During the third quarter, cost of products sold decreased slightly as a 
percentage of sales compared to 1996.  The decrease resulted from increases in 
production volume and favorable foreign currency effects.  During the first 
nine months, cost of products sold increased as a percentage of sales due to 
decreased sales levels and increased manufacturing expenses.  The unfavorable 
effects of selling price erosion, product mix, and currency exchange caused 
sales levels to decline.  Manufacturing expense increased because of higher 
production start-up expenses for new products, project expenses incurred in 
1997 to achieve long-term production efficiencies, and unfavorable 
manufacturing variances resulting largely from decreased volume.  The increase 
in manufacturing expenses was partially offset by the favorable effects of 
exchange.

Research and development (R&D) spending in the third quarter and first nine 
months of 1997 declined as a percentage of sales.  Major factors contributing 
to the lower levels of spending included the favorable effects of exchange due 
to the concentration of non-U.S. R&D activity in Sweden and Italy; the 
recognition of a $26 million contractual obligation in the prior-year quarter 
for a co-development agreement to acquire future rights to a product; and the 
ongoing efforts to focus R&D resources on selected projects.  During the third 
quarter, the company filed a New Drug Application for Cyclo-Provera, a new, 
once-monthly contraceptive.  The company expects to file for mutual 
recognition in Europe in early 1998.

Marketing, administrative, and other (MA&O) expense increased as a percentage 
of sales due to increased spending in 1997 in combination with a 10 percent 
sales decrease in the quarter.  Current year spending increased as a result of 
higher advertising and promotion expense for new products; prelaunch and 
launch activities throughout the world; sales force expansions in the U.S. and 
certain Latin American countries; and increased information technology 
expenses.  The additional 1997 spending was partially offset by the favorable 
effects of exchange.  In the third quarter of 1996, MA&O expense was reduced 
by a gain of $46 million on the sale of an equity interest and related 
dissolution of a joint venture.  Partially offsetting this gain was the 
establishment of a product liability provision of $15 million.  In the nine-
month comparison, 1996 MA&O expense included the impairment of an investment 
of $106 million resulting from the termination of a product development 
agreement.

In the third quarter of 1997, the company finalized certain plans for its 
manufacturing facility rationalization program and recognized related 
restructuring costs of $125 million.  Additional charges are expected to be 
recognized in future periods as the company continues to evaluate utilization 
of manufacturing facilities.  The program is intended to consolidate and 
reduce manufacturing facilities by 40 percent worldwide and is part of the 
global restructuring program announced in July.  The objective of the global 
initiative is to improve effectiveness by simplifying the company's structure 
and improving its decision-making processes.  Additional restructuring charges 
of approximately $325 million are expected to be recognized in the fourth 
quarter when global redesign plans are completed.  Cash spending for this 
program is anticipated to approximate one-half or $225 million of the 
estimated $450 million total restructuring charges to be recorded in the 
latter half of 1997.  The majority of the cash spending will occur in 1998.

A strategic element of the global redesign, but not included in the 
restructuring charges indicated above, is the establishment of a new global 
headquarters in New Jersey.  The new headquarters will incorporate all 
corporate functions as well as the prescription pharmaceutical marketing and 
sales organization for the company's North American operations.  The company's 
current management center in the U.K. and its prescription sales and marketing 
offices in Michigan will be phased out in concert with a phased build-up of 
the new headquarters.  The move supports the company's strategy for aggressive 
growth in the United States.

Biotech merger costs of $34 million were recorded in the third quarter of 
1997.  These charges included transactions costs to effect the merger and 
charges associated with the write-off of acquired R&D.  Pharmacia & Upjohn 
expects to record an additional charge in the fourth quarter for the merger-
related restructuring of Amersham Pharmacia Biotech.  Total charges associated 
with the merger are estimated to be $0.10 to $0.16 per share, after tax, 
including the third-quarter charge of $0.06 per share.  Beginning in 1998, 
Amersham Pharmacia Biotech is expected to make positive contributions to 
earnings.

Merger-related restructuring charges recorded in the third quarter of 1996 
totaled $37 million and in the first nine months $458 million, reflecting the 
planned reduction of approximately 3,650 positions.  Total restructuring 
charges associated with the merger were $610 million and reflected the planned 
reduction of approximately 4,350 positions.  Position reductions are expected 
to be substantially complete by the end of 1997.  Cash spending in the first 
nine months of 1997 for this program totaled $115 million, a decrease in 
spending of $300 million compared to the same period in 1996.  Approximately 
$85 million remains accrued as of September 30, 1997, as current liabilities 
of the company.

Merger costs of $16 million recorded in the third quarter of 1996 related to 
the November 1995 merger and consisted largely of costs associated with 
certain nonrecurring organizational activities, the establishment of the 
corporate identity for the new company, and various other costs of combining 
the two companies.  For the first nine months of 1996, merger costs were $67 
million.

NONOPERATING INCOME AND EXPENSE

The decline in both interest income and interest expense for the quarter was 
primarily due to lower interest rates in Europe.  For the first nine months of 
1997, the decline was also caused by the termination of certain borrowing 
arrangements in Europe in July 1996.

INCOME TAXES

The estimated annual effective tax rate for 1997 is 34 percent.  The effective 
tax rate for 1996 was 35 percent excluding the tax benefits related to 
nonrecurring charges (33 percent with nonrecurring charges).  The lower 1997 
rate is the result of increased earnings in jurisdictions with lower tax 
rates.

FINANCIAL CONDITION
                                           September 30,   December 31,
                                               1997           1996
                                           ------------    -----------
Working Capital (U.S. dollars in millions)    $2,246         $2,392
Current Ratio                                   2.00           1.96
Debt to Total Capitalization                   15.1%          14.5%

Working capital decreased while the current ratio increased because current 
liabilities fell more than current assets in relative terms.  Current assets 
declined due to decreases in short-term investments and accounts receivable 
partially offset by an increase in cash and cash equivalents.  Current 
liabilities decreased primarily due to a decline in accounts payable.  The 
increase in the ratio of debt to capitalization resulted from a comparable 
debt level in conjunction with a decline in total shareholders' equity.

The company's net financial asset position, presented below, declined slightly 
from the prior year-end due to the net increase in short-term debt.  Net 
reductions in both short and long-term investments were mostly offset by 
increases in cash and cash equivalents.


                                           September 30,   December 31,
                                               1997           1996  
                                           ------------    -----------
Cash, Equivalents and Investments             $1,849         $1,849
Short-Term and Long-Term Debt                  1,061          1,058
                                              ------         ------
Net Financial Assets                          $  788         $  791
                                              ======         ======

Net cash provided by operations for the first nine months of 1997 increased to 
$862 million from $544 million for the same period in the prior year.  The 
1996 operating cash flows were low due to large cash expenditures related to 
the merger and restructuring combined with an increase in receivables, 
inventories, and other current assets.  In 1997, merger and restructuring 
related spending declined, as noted above.  In addition, current assets 
decreased, particularly accounts receivable.

Reductions in short-term investments as well as increases in short-term debt 
represented major cash inflows during 1997, while capital spending and payment 
of dividends represented major cash outflows.  Additions of property, plant 
and equipment totaling $354 million included expansion of bulk chemical 
production facilities in Ireland; manufacturing centers in the U.S., Belgium, 
Italy and Sweden; and nutritional plants in Sweden and China.  The company's 
future cash provided by operations and borrowing capacity are expected to 
cover normal operating cash flow needs, planned capital acquisitions, and 
dividend payments that may be approved by the board of directors for the 
foreseeable future.

The company utilizes forward exchange contracts and currency options to 
mitigate the effect of currency exchange rate fluctuations on certain 
intercompany and third party transactions.  The company hedges net recorded 
currency transaction exposures on certain existing assets and liabilities as 
well as a portion of net anticipated currency transactions.  The anticipated 
transaction hedging activities seek to protect operating margins and cash 
flows from the potential adverse effects of currency exchange rate 
fluctuations by offsetting the gains and losses on the instruments with the 
losses and gains of the underlying anticipated cash flows.  Because forward 
contracts and options used to hedge anticipated transaction exposures are 
marked-to-market each period, but the anticipated transactions have not been 
recorded, the timing of recognition of the related gains and losses will not 
match.  Gains and losses from contracts related to hedges for product 
shipments are recognized as "Cost of Products Sold" and are included in the 
operating section of the statement of cash flows.  Gains and losses from 
forward exchange contracts related to hedges on other activities are 
recognized as "All Other, Net", and are included in the investing section of 
the statement of cash flows.

LITIGATION

Various suits and claims arising in the ordinary course of business, primarily 
for personal injury alleged to have been caused by the use of the company's 
products, are pending against the company and its subsidiaries.  The company 
is also involved in several administrative and judicial proceedings relating 
to environmental concerns, including actions brought by the U.S. Environmental 
Protection Agency and state environmental agencies for remedial cleanup at 
approximately 50 sites and site cleanup at the company's discontinued 
industrial chemical operations.  The company's estimate of the ultimate cost 
to be incurred in connection with these environmental situations could change 
due to uncertainties at many sites with respect to potential cleanup remedies, 
the estimated cost of cleanup, and the company's ultimate share of a site's 
cost.

Based on information currently available and the company's experience with 
lawsuits of the nature of those currently filed or anticipated to be filed 
which have resulted from business activities to date, the amounts accrued for 
product and environmental liabilities are considered to be adequate.  Although 
the company cannot predict and cannot make assurances with respect to the 
outcome of individual lawsuits, the ultimate liability should not have a 
material effect on its consolidated financial position; and unless there is a 
significant deviation from the historical pattern of resolution of such 
issues, the ultimate liability should not have a material adverse effect on 
the company's results of operations or liquidity.

The company is a party, along with many other U.S. drug manufacturers and 
wholesalers, in numerous related federal and state civil antitrust lawsuits 
brought by U.S. independent and chain retail pharmacies and consumers.  These 
suits claim violations of antitrust and pricing laws as a result of the 
defendants providing discounts and rebates to allegedly favored managed care 
customers that were not offered to the plaintiffs.  Several of the suits are 
class actions.  The federal cases have been consolidated in federal court in 
Chicago, Illinois.  The company believes it has meritorious defenses, and 
although potential liability cannot be presently estimated, a majority of the 
defendants in this class action (not including the company) have agreed to $10 
million to $60 million settlement of claims per defendant in this action.  The 
company believes that any potential liability above amounts accrued will not 
have a material adverse effect on the company's consolidated financial 
position or the company's results of operations or liquidity.

OTHER ITEMS

In February 1997, the Financial Accounting Standards Board issued Statement of 
Financial Accounting Standards (SFAS) No.128, Earnings per Share, effective 
for fiscal periods ending after December 15, 1997.  Earlier application is not 
permitted.  The statement simplifies the calculation of earnings per share and 
requires presentation of basic and diluted earnings per share in lieu of 
primary and fully diluted earnings per share.  The company anticipates the 
adoption of SFAS No.128 will not have a material impact on its earnings per 
share calculations.

The company recently finalized an assessment of the expected impact of the 
Year 2000 date recognition problem on existing automated systems worldwide.  
Solutions will involve a mix of purchasing new systems and modifying existing 
systems, with the emphasis on replacement rather than repair of many older 
applications developed in-house.  The company anticipates spending between 
$120 to $140 million over the next two years, approximately 80 percent on 
replacement of applications that for reasons other than the date recognition 
problem had already been selected for replacement.  A portion of the total 
spending will be capitalized as purchased software.

FORWARD-LOOKING INFORMATION

Certain statements contained in this report, such as statements concerning the 
company's anticipated financial or product performance, its ability to pay 
dividends, and other non-historical facts, 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:  sales and earnings projections; the effectiveness of and expense 
estimates related to future projects including restructuring plans and the 
Year 2000 date recognition problem; management's ability to make further 
progress under the company's merger integration plan; the company's ability to 
successfully market new and existing products in new and existing domestic and 
international markets; the success of the company's research and development 
activities and the speed with which regulatory authorizations and product 
rollouts may be achieved; fluctuations in currency exchange rates; the effects 
of the company's accounting policies and general changes in generally accepted 
accounting practices; the company's exposure to product liability lawsuits and 
contingencies related to actual or alleged environmental contamination; the 
company's exposure to antitrust lawsuits; social, legal and political 
developments, especially those relating to healthcare reform and product 
liabilities; general economic and business conditions; the company's ability 
to attract and retain current management and other employees of the company; 
and other risks and factors detailed in the company's other Securities and 
Exchange Commission filings, including its Proxy Statement and Annual Report 
on Form 10-K for the year ended December 31, 1996.


PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.

         (a)(i)   Exhibit A - Report of Independent Accountants (page 21).

         (a)(ii)  Exhibit 11 - Statement regarding computation of earnings per 
                    share (page 22).

         (a)(iii) Exhibit 12 - Ratio of Earnings to Fixed Charges (page 23).

         (a)(iv)  Exhibit 15 - Awareness of Coopers & Lybrand L.L.P. (page 
                    24).

         (a)(v)   Exhibit 27 - Financial Data Schedule (EDGAR filing only).

         (b)      Form 8-K - No reports on Form 8-K were filed during the 
                    quarter ended September 30, 1997.



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.



                                        PHARMACIA & UPJOHN, INC.
                                        (Registrant)



DATE: November 11, 1997                 /S/R. C. SALISBURY
                                        R. C. Salisbury
                                        Executive Vice President,
                                        Finance and Administration
                                        and Chief Financial Officer
                                        +44 1753 757575



DATE: November 11, 1997                 /S/D. W. SCHMITZ
                                        D. W. Schmitz
                                        Vice President, Corporate Assistant
                                        Secretary, and Acting General Counsel
                                        +44 1753 757575