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**As filed with the Securities and Exchange          Commission on March 1, 2007**

### Registration Statement No. 333-_______

 

#### **UNITED STATES**

#### **SECURITIES AND EXCHANGE COMMISSION**

Washington, D.C.   20549 

                                

###### **FORM S-8**

REGISTRATION STATEMENT

##### Under

##### THE SECURITIES  ACT OF 1933

                                **PFIZER INC.**  (Exact  name of Registrant as specified in its charter)

| **DELAWARE**             | **13-5315170**                       |
|--------------------------|--------------------------------------|
| (State of Incorporation) | (I.R.S. Employer Identification No.) |

** ****235    EAST 42ND STREET********NEW YORK****, NEW YORK   10017-5755**  (Address  of Principal Executive Offices)                                

**Pharmacia  Savings plan for employees resident in Puerto Rico**

(Full  Title of the Plan)

**MARGARET M. FORAN, ESQ.****PFIZER INC.****235    EAST 42ND STREET******  NEW YORK, NEW YORK   10017-5755   (Name  and Address of Agent for Services)**(212) 573-2323**  (Telephone  Number, including area code, of Agent for Service)                                

| CALCULATION    OF REGISTRATION FEE       |
|------------------------------------------|
| **Title of Securities to be Registered** | **Amount to be Registered (1)** | **Proposed Maximum Offering Price Per    Share(2)** | **Proposed Maximum Aggregate Offering Price****** | **Amount of Registration Fee** |
| Common Stock, $.05 par value             |    200,000            shares | $25.74 | $5,148,000 | $158.04 |

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(1)  Pursuant to Rule 416(c) under the Securities Act of 1933,    as amended (the "Securities Act"), this Registration Statement also    covers an indeterminate amount of interests to be offered or sold pursuant    to the Pharmacia Savings Plan for Employees Resident in Puerto Rico as well    as any additional shares of Common Stock which become issuable pursuant to    terms of the Pharmacia Savings Plan for Employees Resident in Puerto Rico    providing for an increase in the amount of shares of Common Stock to be issued    thereunder (without the receipt of consideration) to prevent dilution resulting    from stock dividends, stock splits, recapitalizations or any other similar    transaction effected by the Registrant.

(2)  Calculated in accordance with Rule 457(c) and Rule 457 (h)    (1), solely for the purpose of calculating the registration fee.  The    offering price per share is based on the average of the high and the low prices    per share of the Common Stock on February 23, 2007, which was $25.74.

 

**INTRODUCTION**

 

**PART I.****INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS**

                   The information required in Part I of this Registration Statement is included  in prospectuses for the Plan that are not filed as part of this Registration  Statement pursuant to the Note to Part I of Form S-8.

 

**            **

**PART II.****INFORMATION REQUIRED IN THE REGISTRATION  STATEMENT**

**ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE**The following  documents filed with the Commission are hereby incorporated by reference in  this Registration Statement: 

- the Company's Annual Report on Form 10-K for the year ended December 31,    2006,
- the most recent Annual Report on Form 11-K filed  after the date of this Registration Statement by the Plan, 
- all other reports filed under Sections 13(a) or 15(d) of the Securities    Exchange Act of 1934, as amended (the " Exchange Act") since the    end of the fiscal year covered by the financial statements included in the    Company's most recent Annual Report on Form 10-K or the Plan's most recent    Annual Report on Form 11-K; and 
- the description of our common stock contained in  our Registration Statement filed under Section 12 of the Exchange Act on March  1, 2004, including all amendments and reports updating the description.

      All documents filed by the Company or the Plan  under Section 13(a), 13(c), 14, and 15(d) of the Exchange Act after the date  of this Registration Statement and prior to the filing of a post-effective amendment  to this Registration Statement indicating that all securities offered have been  sold or that deregisters the distribution of all securities then remaining unsold,  will be deemed to be incorporated by reference into this Registration Statement  and will be a part of this Registration Statement from the date that document  was filed.  Any statement contained in a document incorporated or deemed  to be incorporated by reference herein shall be deemed to be modified or superseded  for the purposes of this Registration Statement to the extent that a statement  contained in this Registration Statement or in any other subsequently filed  document that also is or is deemed to be incorporated by reference herein modifies  or supersedes such statement.  Any statement so modified or superseded  shall not be deemed, except as so modified or superseded, to constitute a part  of this Registration Statement.  The Company's Exchange Act file number  with the Commission is 001-03619.**ITEM 4. DESCRIPTION OF SECURITIES**       Not applicable.

**ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL**       The validity of the securities has been passed  upon by Margaret M. Foran, Esq., Senior Vice President - Corporate Governance,  Associate General Counsel and Corporate Secretary for the Company. Ms. Foran  beneficially owns Common Stock and options to purchase Common Stock granted  under the Pfizer Inc. Stock and Incentive Plan.    **ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS**       Section 145 of the General Corporation Law of  Delaware permits a corporation to indemnify any person who is or has been a  director, officer, employee or agent of the corporation or who is or has been  serving as director, officer, employee or agent of another corporation, organization  or enterprise at the request of the corporation, against all liability and expenses  (including, but not limited to, attorneys' fees and disbursements and amounts  paid in settlement or in satisfaction of judgments or as fines or penalties)  incurred or paid in connection with any claim, action, suit or proceeding, whether  civil, criminal, administrative, investigative or otherwise, in which he/she  may be involved by reason of the fact that he/she served or is serving in these  capacities, if he/she acted in good faith and in a manner he/she reasonably  believed to be in or not opposed to the best interest of the corporation and,  with respect to any criminal action or proceeding, had no cause to believe his/her  conduct was unlawful. In the case of a claim, action, suit or proceeding made  or brought by or in the right of the corporation to procure a recovery or judgment  in its favor, the corporation shall not indemnify such person in respect of  any claim, issue or matter as to which such person has been adjudged to be liable  to the corporation for negligence or misconduct in the performance of his/her  duty to the corporation, except for such expenses as the court may allow. Any  such person who has been wholly successful on the merits or otherwise with respect  to any such claim, action, suit or proceeding or with respect to any claim,  issue or matter therein, shall be indemnified as of right against all expenses  in connection therewith or resulting therefrom.        Pursuant to Article V, Section 1 of our By-Laws,  we will indemnify directors and officers to the fullest extent permitted by  applicable law as it presently exists or is amended. We are insured against  actions taken under our By-Laws and the directors and officers are insured directly  at our expense against such liabilities for which indemnification is not made.  We have entered into agreements with our directors and certain of our officers  requiring us to indemnify such persons to the fullest extent permitted by our  By-Laws.  The Company has a directors and officers liability insurance  policy that will reimburse the Company for any payments that it shall make to  directors and officers pursuant to law or the indemnification provisions of  its Restated Certificate of Incorporation and that will, subject to certain  exclusions contained in the policy, further pay any other costs, charges and  expenses and settlements and judgments arising from any proceeding involving  any director or officer of the Company in his or her past or present capacity  as such, and for which he may be liable, except as to any liabilities arising  from acts that are deemed to be uninsurable.       Insofar as indemnification for liabilities arising  under the Securities Act may be permitted to directors, officers or persons  controlling the Registrant pursuant to the foregoing provisions, the Company  has been informed that in the opinion of the Commission such indemnification  is against public policy as expressed in the Securities Act and is therefore  unenforceable. 

**ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED**     Not applicable.

**ITEM 8. EXHIBITS**

| **Exhibit Number**          | **Exhibit**                                                                                                                                                               |
|-----------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 5.1                         | Opinion of Margaret M. Foran, Esq., Senior Vice President      - Corporate Governance, Associate General Counsel and Corporate Secretary.                                 |
| 23(i)             | Consent of Margaret M. Foran, Esq., Senior Vice President      - Corporate Governance, Associate General Counsel and Corporate Secretary      (contained in Exhibit 5.1). |
| 23(ii)                 | Consent  of KPMG, LLP, Independent Registered Public Accounting Firm                                                                                                      |
| 24      | Power of  Attorney (included on signature page(s) to this Registration Statement)                                                                                         |

**ITEM 9. UNDERTAKINGS**     The undersigned  Registrants hereby undertake:

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(1) To file, during any period in which offers or sales are  being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3)  of the Securities Act;  

(ii) To reflect in the prospectus any facts or events  arising after the effective date of the Registration Statement (or the most  recent  post-effective amendment thereof)  which, individually or in the aggregate, represent a fundamental change in the  information set forth in the Registration Statement, except to the extent that any  increase or decrease in volume of securities offered (if the total dollar value  of securities offered would not exceed that which was registered) and any  deviation from the low or high end of the estimated maximum offering range is reflected  in the form of prospectus filed with the Securities and Exchange Commission  (the " Commission”) pursuant to Rule 424(b) if, in the aggregate, the changes in  volume and price represent no more than 20 percent change in the maximum  aggregate offering price set forth in the " Calculation of Registration Fee”  table in the effective Registration Statement; and

(iii) To include any material information with respect to the  plan of distribution not previously disclosed in the registration statement or  any material change to such information in the registration statement;

*provided, however*,  that paragraphs (1)(i) and (1)(ii) do not apply to this Registration Statement on  Form S-8 to the extent that the information required to be included in a  post-effective amendment by those paragraphs is contained in reports filed with  or furnished to the Commission by the Registrants pursuant to Section 13 or  Section 15(d) of the Exchange Act that are incorporated by reference in the Registration  Statement.

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(2)  that, for purposes of determining any liability under  the Securities Act, each such post-effective amendment shall be deemed to be a  new registration statement relating to the securities offered herein, and the  offering of such securities at that time shall be deemed to be the initial bona  fide offering thereof.

(3)  To remove from registration by means of a  post-effective amendment any of the securities being registered which remain  unsold at the termination of the offering.

(4)  That, for the purpose of determining liability of the  Registrants under the Securities Act to any purchaser in the initial distribution  of the securities, the undersigned Registrants undertake that in a primary  offering of securities of the undersigned Registrant pursuant to this  registration statement, regardless of the underwriting method used to sell the  securities to the purchaser, if the securities are offered or sold to such  purchaser by means of any of the following communications, the undersigned  Registrants will be a seller to the purchaser and will be considered to offer  or sell such securities to such purchaser:    

i.  Any preliminary prospectus or prospectus of the  undersigned Registrants relating to the offering prepared by or on behalf of  the undersigned Registrants or used or referred to by the undersigned  Registrants;

ii.  Any free writing prospectus relating to the offering  prepared by or on behalf of the undersigned Registrants or used or referred to  by the undersigned Registrants;

iii.  The portion of any other free writing prospectus  relating to the offering containing material information about the undersigned  Registrants or its securities provided by or on behalf of the undersigned  Registrants; and

iv.  Any other communication that is an offer in the  offering made by the undersigned Registrants to the purchaser.

(5)  The undersigned Registrants hereby undertake that, for  purposes of determining any liability under the Securities Act, each filing of  the Company’s annual report pursuant to section 13(a) or section 15(d) of the  Exchange Act  and each filing of the  Plan’s annual report pursuant to section 15(d) of the Exchange Act that is  incorporated by reference in the Registration Statement shall be deemed to be a  new registration statement relating to the securities offered therein, and the  offering of such securities at that time shall be deemed to be the initial bona  fide offering thereof.

(6)  Insofar as indemnification for liabilities arising  under the Securities Act may be permitted to directors, officers and  controlling persons of the Registrant pursuant to the foregoing provisions, or  otherwise, the Registrants have been advised that in the opinion of the  Commission such indemnification is against public policy as expressed in the  Securities Act and is, therefore unenforceable.   In the event that a claim for indemnification against such liabilities  (other than the payment by the Registrants of expenses incurred or paid by a  director, officer or controlling person of the Registrants in the successful  defense of any action, suit or proceeding) is asserted by such director,  officer or controlling person in connection with the securities being registered,  the Registrants will, unless in the opinion of its counsel the matter has been  settled by controlling precedent, submit to a court of  appropriate jurisdiction the question whether  such  indemnification by it is against  public policy as expressed in the Securities Act and will be governed by the  final adjudication of such issue.****

(7)  The Registrant undertakes that it will submit the Plan and    any amendment thereto to the Internal Revenue Service ("IRS") in    a timely manner and will make all changes required by the IRS in order to    qualify the Plan.

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**SIGNATURES**

       Pursuant to the requirements of the Securities  Act, the Registrant certifies that it has reasonable grounds to believe that  it meets all of the requirements for filing on Form S-8 and has duly caused  this Registration Statement to be signed on its behalf by the undersigned, thereunto  duly authorized, in The City of New York, State of New York, on the 22nd day  of February, 2007

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            PFIZER INC.            By   /s/ JEFFREY B. KINDLER                                                                  JEFFREY B. KINDLER            Chairman of the Board, Chief Executive Officer and Director            (Principal Executive Officer)

      Each  person whose signature appears below hereby constitutes and appoints Margaret  M. Foran, Allen P. Waxman and Gene A. Capello and each of them, his or her true  and lawful attorneys-in-fact and agents, with full power of substitution and  resubstitution, for him or her and in his or her name, place and stead, in any  and all capacities, to sign any and all amendments (including post-effective  amendments) and supplements to this Registration Statement, and to file the  same, with all exhibits thereto, and other documents in connection therewith,  with the Securities and Exchange Commission, and hereby grants to such  attorneys-in-fact and agents, full power and authority to do and perform each and  every act and thing requisite and necessary to be done, as fully to all intents  and purposes as he or she might or could do in person, hereby ratifying and  confirming all that said attorneys-in-fact and agents, or either of them, or  their or his or her substitute or substitutes, may lawfully do or cause to be  done by virtue hereof. 

     Pursuant to  the requirements of the Securities Act of 1933, this Registration Statement has  been signed below by the following persons in the capacities and on the dates  indicated.

| SIGNATURE                                                                                                                                                                                                                                                | TITLE                                                                                            | DATE              |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------|-------------------|
| /s/ Jeffrey B. Kindler                                          (Jeffrey B. Kindler)               | Chairman of    the Board, Chief Executive Officer and Director     (Principal Executive Officer) | February 22, 2007 |
| /s/ Alan G. Levin                                              (Alan G. Levin) | Senior Vice    President and       Chief Financial Officer     (Principal Financial Officer)     | February 22, 2007 |
| /s/ Loretta V. Cangialosi                                  (Loretta V. Cangialosi)                                                         | Vice President - Controller    (Principal Accounting Officer)                                    | February 22, 2007 |
| /s/ Dennis A. Ausiello                             (Dennis A. Ausiello)                                                                                             | Director                                                                                         | February 22, 2007 |
| /s/ Michael S. Brown                                       (Michael S. Brown)                                     | Director                                                                                         | February 22, 2007 |
| /s/ M. Anthony Burns                                     (M. Anthony Burns)                                                 | Director                                                                                         | February 22, 2007 |
| /s/ Robert N. Burt                                             (Robert N. Burt)     | Director                                                                                         | February 22, 2007 |
| /s/ W. Don Cornwell                                        (W. Don Cornwell)                                 | Director                                                                                         | February 22, 2007 |
| /s/ William H. Gray, III                                      (William H. Gray, III)                                   | Director                                                                                         | February 22, 2007 |
| /s/ Constance J. Horner                            (Constance J. Horner)                                                                                                 | Director                                                                                         | February 22, 2007 |
| /s/ William R. Howell                                        (William R. Howell)                             | Director                                                                                         | February 22, 2007 |
| /s/ Stanley O. Ikenberry                                   (Stanley O. Ikenberry)                                                     | Director                                                                                         | February 22, 2007 |
| /s/ George A. Lorch                                          (George A. Lorch)                     | Director                                                                                         | February 22, 2007 |
| /s/ Henry  A. McKinnell                                   (Henry  A. McKinnell)                                             | Director                                                                                         | February 22, 2007 |
| /s/ Dana G. Mead                                              (Dana G. Mead)   | Director                                                                                         | February 22, 2007 |
| /s/ Ruth J. Simmons                                          (Ruth J. Simmons)                     | Director                                                                                         | February 22, 2007 |
| /s/ William C. Steere, Jr.                                    (William C. Steere, Jr.)                                           | Director                                                                                         | February 22, 2007 |

**The Plan.**Pursuant to the requirements of the Securities  Act of 1933, the Pharmacia Savings Plan for Employees Resident in Puerto Rico  has duly caused this Registration Statement to be signed on its behalf by the  undersigned, thereunto duly authorized, in The City of New York, State of New  York, on this 22nd day of February, 2007.****

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**PHARMACIA SAVINGS PLAN FOR EMPLOYEES RESIDENT IN PUERTO RICO**

 

**By:      **/s/ Richard          A. Passov**Name:** Richard A. Passov**Title:   ** Vice President & Treasurer

 
EXHIBIT INDEX

| ***EXHIBIT***                                    | *** ***                                                                                                                                                                |
|--------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                             |                                                                                                                                                                        |
| 5.1        -- | Opinion of Margaret M. Foran,        Esq., Senior Vice President - Corporate Governance, Associate General        Counsel and Corporate Secretary.                          |
| 23(i)     --                 | Consent of Margaret M. Foran,        Esq., Senior Vice President - Corporate Governance, Associate General        Counsel and Corporate Secretary (contained in Exhibit 5). |
| 23(ii)    --                      | Consent    of KPMG LLP, Independent Registered Public Accounting Firm.                                                                                                      |
| 24         -- | Power    of Attorney (included as part of the signature page hereto).                                                                                                       |