Exhibit No. 99


              Exhibit 99 to the Annual Report on Form 10-K
              for the Fiscal Year Ended December 31, 1998

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, Year 2000, 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:

    The Company's Year 2000 remediation efforts are based on numerous
    expectations which are subject to uncertainties.  Certain risk
    factors which could have a material adverse effect on the Company's
    results of operations include but are not limited to: failure to
    identify critical systems which will experience failures, errors in
    the remediation efforts, unexpected failures by key business
    partners, inability to obtain new replacements for non-compliant
    systems or equipment, failures by governmental agencies causing
    delays in approval of new products or sales of approved products,
    general economic downturn relating to Year 2000 failures in the
    U.S. and in other countries, failures in global banking systems and
    capital markets, or extended failures by public and private utility
    companies or common carriers supplying services to the Company.

    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 U.S., 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.

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    Government laws and regulations affecting U.S. and international
    operations, including trade, monetary and fiscal policies, taxes
    (including 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 the regulatory approval processes of
    other non-U.S. countries, including, without limitation, delays in
    approval of new products.

    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, evaluation of asset realization, 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, PONDIMIN and
    REDUX.  Other legal factors include, without limitation, antitrust
    litigation, environmental concerns and patent disputes with
    competitors, any of which could preclude commercialization of
    products or negatively affect the profitability of existing
    products.

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

    Factors such as changes in business strategies and the impact of
    restructurings, impairments in asset carrying values and business
    combinations.