**UNITED STATES   SECURITIES AND EXCHANGE COMMISSION  Washington, D.C. 20549**

**SCHEDULE 13D  Under the Securities Exchange Act of 1934   (Amendment No. 1)***

**Medarex, Inc.**(Name of Issuer) 

**Common Stock, $.01 par value**(Title of Class of Securities) 

**583916-10-1**(CUSIP Number) 

**Margaret M. Foran   Vice President - Corporate Governance and Secretary   Pfizer Inc. 235 East 42nd Street   New York, New York 10017   ( 212)-733-4802**(Name, Address and Telephone Number of Person Authorized to Receive  Notices and Communications) 

**December 31, 2004**(Date of Event which Requires Filing of this Statement) 

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If the filing person has previously filed a statement on Schedule 13G to      report the acquisition that is the subject of this Schedule 13D, and is      filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or      240.13d-1(g), check the following box. __

**Note**: Schedules filed in paper format shall include a signed original      and five copies of the schedule, including all exhibits. See §240.13d-7      for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's      initial filing on this form with respect to the subject class of securities,      and for any subsequent amendment containing information which would alter      disclosures provided in a prior cover page. 

The information required on the remainder of this cover page shall not      be deemed to be "filed" for the purpose of Section 18 of the Securities      Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of      that section of the Act but shall be subject to all other provisions of      the Act (however, see the Notes). 

 

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CUSIP No. **583916-10-1**................................. 

1. Names of Reporting Persons. 

Pfizer Overseas Pharmaceuticals

2. Check the Appropriate Box if a Member of a Group (See Instructions) 

(a) 

(b)      

3. SEC Use Only ........................................................................................  

4. Source of Funds (See Instructions) ......WC..................................................  

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items    2(d) or 2(e) 

6. Citizenship or Place of Organization - Republic of Ireland

Number of Shares Beneficially Owned by Each Reporting Person With:

7. Sole Voting Power.. 4,827,808............. 

8. Shared Voting Power 

9. Sole Dispositive Power     4,827,808

10. Shared Dispositive Power ........................................................................................      

11. Aggregate Amount Beneficially Owned by Each Reporting Person. 4,827,808.............  

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See    Instructions) ...

13. Percent of Class Represented by Amount in Row (11) 5% 

14. Type of Reporting Person (See Instructions) - CO . 

 

 

**UNITED STATES   SECURITIES AND EXCHANGE COMMISSION  Washington, D.C. 20549**

**SCHEDULE 13D  Under the Securities Exchange Act of 1934   (Amendment No. 1)***

**Medarex, Inc.**(Name of Issuer) 

**Common Stock, $.01 par value**(Title of Class of Securities) 

**583916-10-1**(CUSIP Number) 

**Margaret M. Foran   Vice President - Corporate Governance and Secretary   Pfizer Inc. 235 East 42nd Street   New York, New York 10017   ( 212)-733-4802**(Name, Address and Telephone Number of Person Authorized to Receive  Notices and Communications) 

**December 31, 2004**(Date of Event which Requires Filing of this Statement) 

> 
If the filing person has previously filed a statement on Schedule 13G to      report the acquisition that is the subject of this Schedule 13D, and is      filing this schedule because of  §§240.13d-1(e), 240.13d-1(f)      or 240.13d-1(g), check the following box. __

**Note**: Schedules filed in paper format shall include a signed original      and five copies of the schedule, including all exhibits. See §240.13d-7      for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person's      initial filing on this form with respect to the subject class of securities,      and for any subsequent amendment containing information which would alter      disclosures provided in a prior cover page. 

The information required on the remainder of this cover page shall not      be deemed to be "filed" for the purpose of Section 18 of the Securities      Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of      that section of the Act but shall be subject to all other provisions of      the Act (however, see the Notes). 

 

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CUSIP No. **583916-10-1**................................ 

1. Names of Reporting Persons. 

Pfizer, Inc. ; 13-5315170

2. Check the Appropriate Box if a Member of a Group (See Instructions) 

(a) 

(b)     

3. SEC Use Only ........................................................................................  

4. Source of Funds (See Instructions) ......WC..................................................  

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items    2(d) or 2(e) 

6. Citizenship or Place of Organization - Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:

7. Sole Voting Power..                   0

8. Shared Voting Power                 0

9. Sole Dispositive Power              0      

10. Shared Dispositive Power        0

11. Aggregate Amount Beneficially Owned by Each Reporting Person. 4,827,808.............  

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See    Instructions) ...

13. Percent of Class Represented by Amount in Row (11)   5 %  

14. Type of Reporting Person (See Instructions) - CO . 

 

This Amendment No. 1 to the Statement on Schedule 13D filed by Pfizer Overseas  Pharmaceuticals, an Irish corporation, on September 20, 2004, amends said Schedule  13D as follows:

1.      Item 5(a) is amended to reflect the percent  of class owned by the purchaser of 5% based upon the number of shares of Issuer  outstanding on December 31, 2004.

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**Signature**

After reasonable inquiry and to the best of my knowledge and belief, I certify  that the information set forth in this statement is true, complete and correct.

February 9, 2005( Date)

/s/ Ciaran Keaney  Signature             Ciaran Keaney / Company Secretary, Pfizer Overseas Pharmaceuticals( Name/Title) 

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