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                                                                EXHIBIT (3)(iii)

                            PHARMACIA & UPJOHN, INC.
                              AMENDMENT OF BY-LAWS
                               MINUTES OF MEETING
                                OCTOBER 13, 1997




Section 1.02 of the Company's By-laws is amended to read as follows:

     SECTION 1.02. Other Offices. The Corporation may have an office or offices
             at any place or places within or without the State of Delaware as
             the Board of Directors of the Corporation (the "Board") may from
             time to time determine or the business of the Corporation may from
             time to time require.



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                                                                 EXHIBIT (10)(h)


November 17, 1997

Mr. Rick Collier
500 Arcola Road
Collegeville
Pennsylvania 19426-0107
U.S.A.


Dear Mr. Collier:

This letter confirms the terms of our offer for your employment as Senior Vice
President and General Counsel of Pharmacia & Upjohn, Inc. (the "Company"). I
very much hope that you will find this opportunity attractive and rewarding and
will accept our offer. The principal terms of your employment will be:

1. You will join the Company on December 1, 1997 (your "Employment Commencement
Date") as an employee of the Company, and the Company's Board of Directors will
elect you as Senior Vice President and General Counsel of the Company at its
first meeting after your acceptance of this Agreement.

The term of this agreement will be from your Employment Commencement Date until
November 1, 2000, and will be automatically renewed for an indefinite period
thereafter (the "Term"), unless and until at least sixty (60) days' prior
written notice of termination is given by either party stating the date of
termination.

You will devote substantially all of your business time to your duties and
responsibilities with the Company. However, you will not be precluded from (i)
serving on the board of directors of other companies (subject to the reasonable
approval of the Chief Executive Officer of the Company) and boards of trade
associations or charitable organizations; (ii) engaging in charitable activities
and community affairs; or (iii) managing your personal investments and affairs,
provided that such activities do not materially interfere with your duties and
responsibilities with the Company.

2. Your beginning annual base salary will be $350,000 and will be subject to
annual review for increases.

3. You will be included in the Company's Annual Incentive Plan at a level
determined by the Compensation Committee of the Board to be appropriate based on
your position, job performance and Company policy. Your 1997 incentive
compensation target award will be set at 60% of your annual base salary or
$210,000. Your actual award will be calculated as if you had been employed

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                                       2                       November 17, 1997

by the Company for all of 1997 but will be subject to adjustment following the
end of the year by the performance criteria established for the Company's other
senior executive officers (the 1997 performance criteria provide that 30% of
targeted incentive compensation will be adjusted based on external measures
(total market return and earnings per share) compared to a group of comparable
global pharmaceutical companies, and the remaining 70% will be adjusted based on
relative growth in the Company's annual sales, earnings and cash flow and on
individual performance). However, you will be guaranteed a minimum cash bonus
for 1997 equal to $140,000. The amount of your 1997 incentive compensation from
the Company (including the guaranteed minimum amount) will be reduced by the
amount of any annual bonus you receive from your current employer for services
rendered during 1997. Payment of your incentive compensation will be made in
March 1998. Your ongoing annual incentive compensation target awards will be set
at 60% of your annual base salary, payable if the performance criteria
determined by the Compensation Committee of the Board are met. If the
performance criteria are exceeded or not fully met, you will receive such
greater or lesser amount as the Compensation Committee determines is
appropriate.

4. To provide you with new long-term equity incentive compensation and to
replace the equity awards from your current employer that you will lose as a
result of joining the Company, the Board of Directors of the Company will grant
you, as of your Employment Commencement Date, a stock option for 20,000 shares
of the Company's Common Stock.

The exercise price of the stock options will be the fair market value (defined
in the Company's Long-Term Incentive Plan as the average of the daily high and
low) for Pharmacia & Upjohn Common Stock on the New York Stock Exchange on the
last trading day before your Employment Commencement Date. All stock options
will be "Incentive Stock Options" to the maximum extent permitted, and the
remainder will be non-qualified stock options, under the U.S. Internal Revenue
Code, will be subject to the terms of said Plan and will expire no later than
ten years from the date of grant.

Beginning in 1998, you will be granted stock options pursuant to the Company's
Long-Term Incentive Plan at the same time as other senior executives of the
Company and at a level determined by the Compensation Committee of the Board to
be appropriate based on your position, job performance, competitive practices
and Company policy.

Stock options not yet vested will nevertheless vest immediately upon your death
or permanent disability, a Change in Control of the Company (as defined in the
Company's Long-Term Incentive Plan), your involuntary termination of employment
other than for Cause (as defined below), or your termination of employment for
Good Reason (as defined below).

5. You will be eligible to receive employee benefits and perquisites at least as
favorable as those provided to any other similarly situated senior executives of
the Company, including,

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                                       3                       November 17, 1997

without limitation, if offered to such other senior executives, pension, profit
sharing, savings, deferred compensation, private medical and dental,
hospitalization, short-term and long-term disability, life insurance, accidental
death, travel accident, vacation and any other benefit programs or plans that
may be sponsored by the Company, including any plans that supplement the
above-listed plans, whether funded or unfunded.

To the extent that there is a period of employment service required as a
condition for full benefit coverage under any employee benefit program or plan,
you shall be deemed to have met such requirement, and to the extent that you
and/or your dependents will not be eligible to participate fully in any
medical/dental plan because of any exclusion for preexisting conditions, the
Company will waive any such exclusion for pre-existing conditions.

6. In the event your employment is involuntarily terminated by the Company other
than for Cause (as defined below) or you terminate your employment for Good
Reason (as defined below), during the Term of this agreement, provided that you
do not enter into Competition (as defined below) with the Company, then, as
liquidated damages and in lieu of any other damages or compensation under this
agreement, (i) you shall be entitled to receive a lump sum severance payment,
payable within 60 days after termination, equal to twice the combined amount of
your base salary and annual target incentive compensation as in effect on your
date of termination; (ii) you shall have your period of employment service used
to calculate retirement and other employee benefits, including eligibility for
post-retirement medical/dental coverage, extended for two additional years
following your employment termination date and the compensation used to
calculate your retirement benefits will be determined as if you had continued to
receive your then current annual base salary and annual target incentive
compensation for two additional years following your employment termination
date, which retirement benefits will be paid in a lump sum within 30 days after
termination subject to appropriate actuarial reductions consistent with those
applied under the plan to reflect your age when you terminate employment; (iii)
you will receive a pro-rata annual incentive compensation award in March of the
year following your termination equal to the amount you would have received if
you had worked for the full year multiplied by a fraction where the numerator is
the number of months (rounded to the next highest number for a partial month) of
the year elapsed prior to your termination and the denominator is 12; (iv) you
will be entitled to exercise during a period of up to five years following your
termination, in accordance with their terms, any remaining stock options that
had been granted to you prior to your termination (all of which will become
vested under such circumstances); (v) you and your dependents shall continue to
participate (with the same level of coverage) for two additional years following
your employment termination date, in all medical/dental, accident, disability
and life insurance plans on the same terms as in effect immediately prior to
your termination, provided, however, that such benefits will cease on the date
of your receiving equivalent benefits from a new employer; (vi) you shall be
entitled to outplacement services, at the expense of the

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                                       4                       November 17, 1997

Company, from a provider selected by you, subject to a maximum expense of
$50,000, and (vii) you shall receive any other amounts earned, accrued or owing
to you under the plans and programs of the Company.

In the event you should die during the Term of this agreement, while still
employed by the Company, your spouse or other beneficiary shall receive a lump
sum payment equal to two years' base salary offset by any death benefits payable
under the Company's life insurance plans under which you are covered.

In the event you enter into Competition with the Company within two years after
your employment is terminated, and you have received severance payments under
subparagraph (i) above, or additional retirement or other employee benefits
under subparagraph (ii) above, you agree to promptly repay the amount of such
severance payments, additional retirement or other employee benefits to the
Company, and any remaining stock options will be canceled.

7. In the event that, during the Term of this agreement, you voluntarily
terminate your employment (other than for Good Reason or due to permanent
disability) or you are discharged by the Company for Cause, you will forfeit
your right to receive any salary, incentive compensation or severance pay that
has not been fully earned at the time your employment terminates, provided,
however, you will be entitled to receive any benefits or amounts accrued but not
yet paid as of the date of your termination, and you will be able to exercise
any remaining vested stock options only during the three months following
termination of your employment.

8. You will receive the Company's customary relocation benefits. You shall be
reimbursed for any loss incurred on the sale of your principal U.S. residence
(measured by the difference between the net sales price you receive after
deducting brokerage fees and closing costs and the original purchase price you
paid plus the reasonable cost of improvements made to your residence). If this
loss cannot be fully deducted for your U.S. income taxes, the amount not
deductible will be grossed-up for any resulting taxes. In lieu of selling your
home yourself, the Company will purchase your home for an amount equal to the
average appraised value of your home as determined by at least two independent
real estate appraisers mutually satisfactory to you and the Company, which
amount will be deemed your net sales price for the purpose of determining the
amount of any loss to be reimbursed by the Company. The Company will also
reimburse you, grossed-up for any resulting taxes, for reasonable house-hunting,
personal transportation, moving expenses, temporary living expenses and other
related costs associated with your move to Pharmacia & Upjohn's headquarters.


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                                       5                       November 17, 1997

9. You will be immediately eligible to participate in, and shall be immediately
vested under, the Company's Global Officer Pension Plan, which is not qualified
under the U.S. Internal Revenue Code, supplements the officer's other sources of
retirement income to provide the officer with the actuarial value of an annual
life annuity of 65% of the officer's highest three-year average annual salary
and cash bonus compensation within the ten years prior to retirement from the
Company, provided the officer retires at age 65 with at least ten years of
service under the Plan. Appropriate actuarial adjustments consistent with those
applied under the Plan will be made if you have less than ten years of service
under the Plan or retire before age 65. Subject to such adjustments, you may
receive your retirement benefits in a lump sum within thirty days following your
termination of employment. The benefits payable under the Company's Global
Officer Pension Plan will be offset for any social security or other
governmental retirement income and any retirement income from any prior
employers that you may be entitled to receive.

10. You are authorized to incur reasonable expenses in carrying out your duties
and responsibilities with the Company, and the Company shall promptly reimburse
you for all business expenses in accordance with Company policy.

11. During the period of your employment and thereafter, you will maintain the
confidentiality of all confidential or proprietary information relating to the
business of the Company or any of its subsidiaries or affiliates, provided,
however, you may disclose such information as (i) may be required or appropriate
in carrying out your duties at the Company or (ii) may be required for you to
disclose by applicable law, governmental regulations or judicial or regulatory
process.

12. To the fullest extent permitted by applicable law, all intellectual property
(including patents, trademarks, and copyrights) which are made, developed or
acquired by you in the course of your employment with the Company will be and
remain the absolute property of the Company.

13. Without the written consent of the Chief Executive Officer of the Company,
you agree that during the period of your employment with the Company and for a
period of two years following the termination of your employment, you will not
enter into Competition with the Company. "Competition" as used in this agreement
means that you commence employment with, or provide substantial consulting
services to, any pharmaceutical company (except companies where sales from
pharmaceutical products constitute less than 20% of total sales). Anything
herein to the contrary notwithstanding, your service solely as a member of the
Board of Directors of a company whose annual sales are less than $100 million
shall not be deemed to be Competition for purposes of this agreement. For
purposes of the preceding sentence, if a

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                                       6                       November 17, 1997

company is a subsidiary of another company, the sales of both companies shall be
taken into account.

14. To the fullest extent permitted by applicable law, the Company will, during
and after termination of your employment, indemnify you (including providing
advancement of expenses) for any judgments, fines, amounts paid in settlement
and reasonable expenses, including attorneys' fees, incurred by you in
connection with the defense of any lawsuit or other claim or investigation to
which you are made, or threatened to be made, a party or witness by reason of
being or having been an officer, director or employee of the Company or any of
its subsidiaries or affiliates. In addition, you will be covered under any
directors' and officers' liability insurance policy for your acts (or non-acts)
as an officer or director of the Company or any of its subsidiaries or
affiliates to the extent the Company provides such coverage for its senior
executive officers.

15. Any disputes arising under or in connection with this agreement shall,
unless other arrangements are agreed to by you and the Company, be resolved by
binding arbitration to be held in New York, New York in accordance with the
rules and procedures of the American Arbitration Association, and judgment upon
any award rendered by the arbitrator(s) may be entered in any court having
jurisdiction. Costs of the arbitration, including (but not by way of limitation)
reasonable attorney's fees of both parties, shall be borne by the party which
does not prevail in the proceedings, but in no event shall a party be liable to
pay for such costs in excess of $100,000. In the event that each party prevails
as to certain aspects of the proceedings, the arbitrator(s) shall determine an
appropriate allocation of costs between the parties.

16. In the event of termination of your employment, you will immediately, unless
otherwise requested by the Company's Board of Directors, resign from all
directorships, trusteeships, other offices and employment held at that time with
the Company or any of its subsidiaries or affiliates.

17. For purposes of this agreement, "Cause" means (i) a material breach by you
of your duties and responsibilities (other than as a result of incapacity due to
physical or mental illness) which is demonstrably willful and deliberate on your
part, which is committed in bad faith or without reasonable belief that such
breach is in the best interests of the Company, and which is not remedied in a
reasonable period of time after receipt of written notice from the Company
specifying such breach; or (ii) your conviction of a felony which is materially
and demonstrably injurious to the Company as determined in the sole discretion
of the Board of Directors of the Company.


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                                       7                       November 17, 1997

18. For purposes of this agreement, "Good Reason" means that, without your
consent, (i) your rate of annual base salary or the target amount of your annual
cash incentive bonus are reduced in a manner that is not applied proportionately
to all other senior executive officers of the Company, (ii) the Company fails to
retain you as Senior Vice President and General Counsel of the Company; (iii)
there is a material diminution in your duties, or the assignment to you of
duties which are materially inconsistent with your duties or which materially
impair your ability to perform your duties with the Company, or (iv) there is a
material breach of this agreement by the Company which is not remedied in a
reasonable period of time after receipt of written notice from you specifying
such breach.

19. The obligation of the Company to make any payments provided for hereunder
and otherwise to perform their obligations hereunder shall not be affected by
any set-off, counterclaim, recoupment, defense or other claim, right or action
which the Company may have against you or others. In no event shall you be
obligated to seek other employment or take other action by way of mitigation of
the amounts payable to you under any of the provisions of this agreement, and
such amounts shall not be reduced (except as otherwise specifically provided
herein) whether or not you obtain other employment.

20. In the event of any change in the outstanding shares of the Company's Common
Stock (including any increase or decrease in such shares) by reason of any stock
dividend or split, recapitalization, merger, consolidation, spinoff, combination
or exchange of shares or other similar corporate change, or any distributions to
common stockholders other than regular cash dividends, the Compensation
Committee of the Board may make such substitution or adjustment, if any, as it
deems to be equitable, as to the number or kind of shares of Common Stock
provided for in this agreement.

21. As with all prospective employees, a recent medical examination evidencing
general good health must be completed prior to employment. Your physician should
send the results of such examination to the Company's Chief Medical Officer.

22. This agreement will be governed by and construed in accordance with the laws
of the State of Delaware, U.S.A.

23. (a) No rights or obligations of the Company under this agreement may be
assigned or transferred by the Company except that such rights or obligations
may be assigned or transferred pursuant to a merger or consolidation in which
the Company is not the continuing entity, or pursuant to the sale or transfer of
all or substantially all of the assets of the Company, provided that the
assignee or transferee is the successor to all or substantially all of the
assets of the Company.

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    (b) This agreement shall not be terminated by any merger, consolidation
or transfer of assets of the Company referred to above. In the event of any such
merger, consolidation or transfer of assets, the provisions of this agreement
shall be binding upon the surviving or resulting corporation or the person or
entity to which such assets are transferred.

    (c) The Company agrees that concurrently with any merger, consolidation
or transfer of assets referred to above, it will cause any successor or
transferee unconditionally to assume, either contractually or as a matter of
law, all of the obligations of the Company hereunder.

    (d) This agreement shall inure to the benefit of, and be enforceable by
or against, you or your personal or legal representatives, executors,
administrators, successors, heirs, distributes, designees and legatees. None of
your rights or obligations under this agreement may be assigned or transferred
by you other than your rights to compensation and benefits, which may be
transferred only by will or operation of law. If you should die while any
amounts or benefits have been accrued by you but not yet paid as of the date of
your death and which would be payable to you hereunder had you continued to
live, all such amounts and benefits unless otherwise provided herein shall be
paid or provided in accordance with the terms of this agreement to such person
or persons appointed in writing by you to receive such amounts or, if no such
person is so appointed, to your estate.

24. No provisions of this agreement may be waived, modified or discharged unless
such waiver, modification or discharge is agreed to in writing signed by both
you and an authorized officer of the Company. No waiver by any party hereto at
any time of any breach by any other party hereto of, or compliance with, any
condition or provision of this agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by any party which are not set forth expressly in this agreement.

25. This agreement sets forth the entire agreement of the parties hereto in
respect of the subject matter contained herein and supersedes all prior
agreements, promises, covenants, arrangements, communications, representations
or warranties, whether oral or written, by any officer, employee or
representative of any party hereto in respect of the subject matter contained
herein.

26. This agreement may be executed by the parties in two or more counterparts,
each of which shall be deemed to be an original, but all such counterparts shall
constitute one and the same

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instrument, and all signatures need not appear on any one counterpart. A faxed
signature of a party which is a reproduction of a genuine signature of that
party shall be conclusive evidence of execution of this agreement by that party.

Very truly yours,





FRED HASSAN
Chief Executive Officer


I accept the terms set forth in this letter and will serve in the capacity
stated:




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Dated: November  ______, 1997