EXHIBIT  99


                  Exhibit 99 to the Annual Report on Form 10-K
                   for the Fiscal Year Ended December 31, 1999

     Cautionary Statements Regarding "Safe Harbor" Provisions of the Private
                    Securities Litigation Reform Act of 1995


The Company may from time to time make written or verbal forward-looking
statements.  Forward-looking statements may appear in periodic reports filed
with the Securities and Exchange Commission (including the Company's Annual
Reports on Form 10-K and Quarterly Reports on Form 10-Q), in press releases,
in the Company's Annual Report to Shareholders and other reports to
shareholders, and in other communications made by the Company.  These forward-
looking statements can be identified by their use of words such as
"anticipates," "expects," "plans," "could," "will," " believes," "estimates,"
"forecasts," "projects" and other words of similar meaning.  These forward-
looking statements address various matters including the Company's results of
operations, Euro Currency, competition, liquidity, financial condition and
capital resources, litigation, market position and product development.  These
forward-looking statements are based on current expectations.  The Company
undertakes no obligation to update any forward-looking statements, but
investors are advised to consult any further disclosures by the Company on
these forward-looking statements in its subsequent filings pursuant to the
Securities Exchange Act of 1934.  As permitted by the Private Securities
Litigation Reform Act of 1995, the Company is hereby filing the following
cautionary statements identifying important factors which, among others, could
cause the Company's actual results to differ materially from expected and
historical results:

     Competitive implications on the Company's pricing and marketing
     strategies due to the conversion to the Euro.

     Competitive factors including managed care groups, institutions and
     government agencies seeking price discounts; technological advances
     attained by competitors; patents granted to competitors; potential
     generic competition for PREMARIN and for other health care and
     agricultural products as such products mature.  In the United States, among
     other developments, consolidation among managed care organizations
     may increase price pressure and may result in managed care organizations
     having greater influence over prescription decisions through formulary
     decisions and other policies.

     Government laws and regulations affecting U.S. and international
     operations, including trade, monetary and fiscal policies, taxes
     (including the phasing out of the Section 936 income tax credit), price
     controls, changes in governments and legal systems, as well as actions
     affecting approvals of products and licensing.  Uncertainties of the FDA
     approval process and possible regulatory action and the regulatory approval
     processes and possible regulatory action of other non-U.S. countries,
     including, without limitation, delays in approval of new products or
     business interruptions related to regulatory action.

     Governmental factors including laws, regulations and judicial decisions at
     the state and federal level related to Medicare, Medicaid and health care
     reform; and laws and regulations affecting international pricing and
     pharmaceutical reimbursement.

     Inherent uncertainty of pharmaceutical research, difficulties or delays
     in product development and commercialization including, but not limited
     to, the inability to identify viable new chemical compounds, successfully
     complete clinical trials, and gain and maintain market acceptance of
     approved products.  Difficulties or delays in product development can also
     affect the Company's other businesses.  New product candidates that appear
     promising in development may fail to reach market for numerous reasons.
     They may be found to be ineffective or to have harmful side effects in
     clinical or pre-clinical testing.

     Unexpected safety or efficacy concerns arising with respect to marketed
     products, whether or not scientifically justified, leading to product
     recalls, withdrawals or declining sales.

     Growth in costs and expenses, including changes in product mix, and the
     impact of any acquisitions or divestitures, restructuring and other
     unusual items that could result from evolving business strategies,
     impairments in asset carrying values, and changing organizational
     structures.

     Product liability litigation related to the Company's health care and
     other products including, without limitation, litigation associated with
     the Company's antiobesity products, REDUX and PONDIMIN.  Other legal
     factors include, without limitation, antitrust litigation, environmental
     concerns and patent disputes with competitors, any of which could preclude
     commercialization or negatively affect the profitability of existing
     products or products in development.

     Changes in accounting standards promulgated by the Financial Accounting
     Standards Board, the Securities and Exchange Commission, and the American
     Institute of Certified Public Accountants which are adverse to the
     Company.

     Continued consolidation in the health care and agrochemical industries
     could affect the Company's competitive position.

     Changing economic conditions including inflation and fluctuations in
     interest rates and foreign currency exchange rates.