FORM S-3  REGISTRATION STATEMENT  UNDER THE SECURITIES ACT OF 1933

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

 

| **Delaware**                                   |                                                                                                                                                                                                                | **13-5315170**                       |
|------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------|
| (State or other Jurisdiction of Incorporation) |                                                                                                                                                                                                                | (I.R.S. Employer Identification No.) |
|                                           | **235 East 42nd Street           New York, NY 10017          (212) 573-2323******(Address, including zip code, and telephone number, including          area code, of Registrant's principal executive offices)**** |                                      |

**MARGARET M. FORAN, ESQ.  Vice President - Corporate Governance  and Secretary  235 East 42nd Street  New York, NY 10017  (212) 573-2323**

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time  to time after the effective date of this Registration Statement.  If the only securities being registered on this Form are being offered pursuant  to dividend or interest reinvestment plans, please check the following box.  X  If any of the securities being registered on this Form are to be offered on  a delayed or continuous basis pursuant to Rule 415 under the Securities Act  of 1933, other than securities offered only in connection with dividend or interest  reinvestment plans, check the following box._  If this Form is filed to register additional securities for an offering pursuant  to Rule 462(b) under the Securities Act, please check the following box and  list the Securities Act registration statement number of the earlier effective  registration statement for the same offering. _  If this Form is a post-effective amendment filed pursuant to Rule 462(c) under  the Securities Act, check the following box and list the Securities Act registration  statement number of the earlier effective registration statement for the same  offering. _  If delivery of the prospectus is expected to be made pursuant to Rule 434, please  check the following box. _

 CALCULATION OF REGISTRATION FEE  ========================================================================================  TITLE OF               AMOUNT  TO BE        PROPOSED MAXIMUM     PROPOSED  MAXIMUM      AMOUNT OF  SECURITIES TO    REGISTERED(1)     OFFERING  PRICE PER              AGGREGATE                   REGISTRATION  BE REGISTERED                                             SHARE(2)                         OFFERING  PRICE(2)             FEE(2)  ------------------------------------------------------------------------------------------------------------------------------------  Common Stock,       10,000,000 shares.                $29.98                      $299,800,000.00                    $35,286.46  $.05 par value  ========================================================================================

---------------------------------------  1 This Registration Statement shall also cover any additional shares of Common  Stock that become available under Pfizer's Shareholder Investment Program by  reason of any stock dividend, stock split or other similar transaction.  2 Estimated solely for the purpose of calculating the registration fee pursuant  to Rule 457(c) under the Securities Act of 1933. The proposed maximum offering  price per share is based upon the average of the high and low prices of Pfizer  Inc. Common Stock for New York Stock Exchange Composite Transactions, as reported  in The Wall Street Journal on February 24, 2005.  ================================================================================

**[PFIZER LOGO]  Pfizer Inc.**

**Prospectus**

**Shareholder Investment Program**

Please read this prospectus carefully and keep it for future reference.  If you have any questions about the Pfizer Inc. Shareholder Investment Program,  please call a shareholder representative at 1-800-PFE-9393.  This prospectus is not an offer to sell securities and it is not soliciting  an offer to buy securities in any state or country where the offer or sale is  not permitted.  This document supersedes all prior prospectus supplements.

**NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR   ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES  OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION  TO THE CONTRARY IS A CRIMINAL OFFENSE.**

**The date of this Prospectus is March 1, 2005.**

| **Table of Contents**                                     | **Page** |
|-----------------------------------------------------------|----------|
| Pfizer Shareholder Investment Program                     | 1        |
| About This Prospectus                                     | 1        |
| Where You Can Find More Information                       | 2        |
| The Company                                               | 2        |
| Summary of the Program                                    | 3        |
| Enrollment/Direct Purchase                                | 3        |
| Investment in Pfizer Stock                                | 3        |
| Dividend Reinvestment                                     | 3        |
| Optional Cash Investments                                 | 3        |
| Checks                                                    | 3        |
| Automatic Monthly Bank Debits                             | 3        |
| Direct Purchase                                           | 4        |
| The Convenience of a "Book-Entry" Account       | 4        |
| Sales of Program Stock                                    | 4        |
| Pricing of Pfizer Shares                                  | 4        |
| Tracking Your Investments                                 | 5        |
| Source of Pfizer Shares                                   | 5        |
| Timing of Cash Purchases                                  | 5        |
| Requesting Stock Certificates                             | 5        |
| Fees                                                      | 5        |
| Stock Splits, Stock Dividends and Other Distributions     | 6        |
| Tax Responsibilities                                      | 6        |
| Terminating Your Program Account                          | 6        |
| Change of Name or Address                                 | 6        |
| Shareholder Rights and Privileges                         | 6        |
| Responsibilities of Pfizer and the Administrator          | 6        |
| Dividends                                                 | 7        |
| Changes to the Program                                    | 7        |
| Foreign Participation                                     | 7        |
| For Further Information                                   | 7        |
| Terms and Conditions for Participation in the Pfizer Inc. |          |
| Shareholder Investment Program                            | 8        |
| Use of Proceeds                                           | 12       |
| Legal Matters                                             | 12       |
| Experts                                                   | 12       |
| Disclosure Notice: Forward Looking Statements             | 13       |

 

**Pfizer Shareholder Investment Program**  This prospectus describes the Pfizer Inc. Shareholder Investment Program (the  "Program"). Pfizer has appointed EquiServe Trust Company, N.A. as  Program Administrator with EquiServe, Inc. to act as Service Agent (collectively  "Administrator").  The Pfizer Shareholder Investment Program includes a direct purchase feature.  It allows you to enroll in the Program by making an initial investment in Pfizer  stock of at least $500. You may invest up to $120,000 in any calendar year.  Participants pay no fees for direct purchase, dividend reinvestment or additional  optional purchases. The Program, however, requires participants to pay a maximum  $15 fee plus a per share brokerage commission for each sale of Pfizer stock  that they request. The fee and brokerage commission may be waived from time  to time and will be paid by Pfizer at Pfizer's sole discretion to encourage  participation.  The Program is intended to promote long-term ownership in Pfizer by offering  o A simple and expense-free way for non-shareholders to purchase their first  shares of Pfizer stock  o The opportunity to purchase additional shares as often as once a week  o The ease of automatic monthly bank debits for continuous growth of your Pfizer  portfolio  o The choice of full or partial dividend reinvestment  You may contact the Administrator at 1-800-PFE-9393, or through the EquiServe  web site: www.equiserve.com.

**About This Prospectus**

This document is called a prospectus and is part of a registration statement  that we filed with the SEC relating to the shares of our Common Stock offered.  This prospectus does not include all of the information in the registration  statement. The registration statement containing this prospectus, including  exhibits to the registration statement, provides additional information about  Pfizer Inc., the Program, and the securities offered. The registration statement  can be read at the SEC web site or at the SEC office mentioned under the heading  "Where You Can Find More Information."  When acquiring any securities discussed in this prospectus, you should rely  only on the information provided in this prospectus, including the information  incorporated by reference. We have not authorized anyone to provide you with  different information. We are not offering the securities in any state or jurisdiction  where the offer is not permitted. You should not assume that the information  in this prospectus or any document incorporated by reference is accurate and  complete as of any date other than the date on the front cover page of those  documents.  Unless otherwise mentioned or unless the context requires otherwise, (i) all  references in this prospectus to "we," "us," "our"  or similar references mean Pfizer Inc. and its subsidiaries, and (ii) all references  in this prospectus to "stock," "our stock," "Pfizer  stock," "your stock," "shares," or "Pfizer shares"  refer to our Common Stock.

**The Company**

We are a research-based global pharmaceutical company. We discover, develop,  manufacture and market leading prescription medicines for humans and animals  as well as many of the world's best-known consumer healthcare products.   We operate in three business segments:   o Human Health, which includes prescription pharmaceuticals for treating cardiovascular  and metabolic diseases, central nervous system disorders, arthritis and pain,  infectious and respiratory diseases,    urogenital conditions,  cancer, eye disease, endocrine disorders and allergies;  o Consumer Healthcare, which includes many of the world's best known, over-the-counter  medications for oral care, upper respiratory health, tobacco dependence, gastrointestinal  health, skin care, eye care     and hair growth; and 

o Animal Health, which includes products for the prevention and treatment of  diseases in livestock and companion animals.

Our principal executive offices are located at 235 East 42nd Street,  New York, NY 10017 and our general telephone number is (212) 573-2323. **Summary of the Program**

**Enrollment/Direct Purchase**

If you do not yet own any shares of Pfizer stock, you may enroll in the Program  by direct purchase by completing the attached authorization form and returning  it to the Administrator with a check for $500 or more up to a maximum of $120,000  in U.S. dollars. These funds will constitute your initial investment in the  Program. There is no separate enrollment fee.  If you own Pfizer stock in your own name you may enroll in the Program by completing  the attached authorization form and returning it by mail to the Administrator  in the envelope provided. Or address your completed authorization form to  Pfizer Inc.  c/o EquiServe Trust Company, N.A.  P.O. Box 43081  Providence, RI 02940-3081  If you own Pfizer stock through a bank nominee or broker in "street name"  you may enroll in the Program by giving instructions to have at least one of  your shares transferred into your name in book-entry form. Simply instruct your  bank, broker or trustee to re-register your shares through the Direct Registration  System and specify book-entry registration. You may then complete the attached  authorization form and return it to the Administrator.

**Investment in Pfizer Stock***Dividend Reinvestment*  You may elect to reinvest the cash dividends on either all or a portion of your  Pfizer shares. Your cash dividends will go toward the purchase of additional  shares of Pfizer stock without paying any fees. Pfizer pays dividends on both  whole and fractional shares in the Program and will credit your account with  the whole and fractional shares that are purchased with your dividends. Dividends  are reinvested on the dividend payment date.  For a particular dividend to be reinvested, your authorization form must be  received by the Administrator on or before the record date for that dividend.  The record date normally will be about four to six weeks prior to the payment  date. (*For example, if the record date for a dividend to be paid on June  12 is May 9, your enrollment form must be received on or before May 9 in order  for the June 12 dividend payment to be reinvested*.)  Dividends will be reinvested on all shares of Pfizer stock that are not designated  for payment of cash dividends directly to you.*Optional Cash Investments*  After you are enrolled in the Program, you may buy additional shares of Pfizer  stock as often as weekly by mailing a check to the Administrator in an amount  of at least $50 in U.S. Dollars. You may combine optional cash investments with  automatic monthly bank debits as long as your total investment in any one calendar  year does not exceed $120,000. You pay no fees for these investments. Mail your  investment to the address specified on your Program account statement. Interest  will not be paid on amounts held pending investment.*Checks*  Checks for optional cash investments or direct purchase should be made payable  to "EquiServe - Pfizer Inc."*Automatic Monthly Bank Debits*  You may also purchase Pfizer stock by authorizing automatic monthly debits from  your account at a U.S. Bank or financial institution. Amounts must be at least  $50 per month. You may combine automatic monthly bank debits with optional cash  investments as long as your total investment in any one calendar year does not  exceed $120,000.   Funds will be debited from your account on or about the 15th day of each month  and generally will be invested on Thursday of the week following the debit.  Please complete Section "D" of the enclosed authorization form, and  allow four to six weeks for the first automatic monthly debit to be initiated.  You must notify the Administrator by telephone, in writing or via the Internet  at their web site www.equiserve.com to change or terminate the automatic debit.  Please allow about two weeks from the date the Administrator receives your instructions  for a change or cancellation to take effect.*Direct Purchase*  If you elect to enroll in the Program through a direct purchase, that initial  investment must be made by check.**The Convenience of a "Book-Entry" Account**  All shares purchased through the Program will be held for you in a book-entry  account. Just like any certificated shares registered in your name, your book-entry  shares are yours alone. You are the owner and enjoy the same shareholder benefits  as you would with certificated shares. Certificates will not be issued unless  you request them.  As a participant, you also have the option of depositing your Pfizer stock certificates  for safekeeping in your account. This feature of the Program is available for  all of your shares, whether they are designated for payment of cash dividends  to you or for dividend reinvestment.  To use the safekeeping feature, send your certificates to the Administrator  with written instructions to deposit them in your account as book-entry shares.  Do not endorse the certificates or complete the assignment section. We recommend  that you send your certificates by registered mail, return receipt requested,  or some other form of traceable mail, and insure them for 3% of the market value  of the stock or a minimum of $20.  You may, at any time, also request a certificate for some or all of your Program  shares or have your shares transferred to your brokerage account through the  Direct Registration System.**Sales of Program Stock**  At your request by telephone, through the Internet or in writing, the Administrator  will sell all or part of the shares of Pfizer stock held in your book-entry  Program account. Sales usually take place on a daily basis, generally on the  day that your sale request is received by the Administrator or on the next business  day. The Administrator will mail you a check for the net proceeds of the sale,  less a fee of $15 and brokerage commissions if applicable. (See the "Fees"  and "Pricing of Pfizer Shares" sections of this prospectus.) The Administrator  cannot, however, accept instructions to sell your shares on a specific day or  at a specific price.  You may, of course, also choose to sell your shares yourself. Simply ask your  broker to request that the Administrator transfer your book-entry shares to  your brokerage account, or you may request that the Administrator issue a certificate  for any number of book-entry shares in your account.  Please note that if your total holdings in the Program fall below one share,  the Administrator will liquidate the fractional share, remit the proceeds to  you, and close your Program account.**Pricing of Pfizer Shares**  The price of Pfizer shares purchased or sold under the Program will be calculated  differently depending upon whether the transactions are executed directly with  Pfizer, on the open market, or in negotiated transactions.  o The price of shares purchased from Pfizer will be the average of the high  and the low sale prices of Pfizer Common Stock (as published in the *Wall  Street Journal* reports of the New York Stock Exchange Composite Transactions)  on the date of the purchase, or if the New York Stock Exchange is closed on  that date, on the next day that the New York Stock Exchange is open.   o The price of shares purchased or sold on the open market or in negotiated  transactions will be the weighted average price per share of all shares of Common  Stock purchased or sold for the Program on the date of the purchase or sale.**Tracking Your Investments**  The Administrator will send you a transaction advice reflecting each cash transaction  you make.  You will also receive quarterly statements reflecting your year-to-date account  balance and all transactions including reinvestment of dividends. You may request  a duplicate statement at any time by contacting the Administrator. **Source of Pfizer Shares**  Pfizer shares needed to meet the requirements of the Program will either be  purchased on the open market or in negotiated transactions, or issued directly  by Pfizer from authorized but unissued shares or treasury shares.**Timing of Cash Purchases**  Pfizer shares will be purchased by the Administrator with initial or optional  cash investments generally on Thursday of each week. If the markets for trading  stock are closed on a Thursday, then purchases generally will be made on the  next business day. Cash investments received on Wednesday will generally be  invested on Thursday or the next later business day.  Neither the Administrator nor participants in the Program will control the timing  or pricing of shares purchased. Participants will bear any risk associated with  fluctuations in the market price of Pfizer stock while investment funds are  held pending investment. In addition, no interest on initial or optional cash  investments will be paid.**Requesting Stock Certificates**  You may request stock certificates for the whole shares in your book-entry account  at any time. Simply contact the Administrator with your request and they will  mail you a stock certificate for the requested number of whole shares.  Certificates will be issued in the name(s) in which the account is registered,  unless you instruct the Administrator otherwise. If the certificate is to be  issued in a name other than your Program account registration, your signature  must be guaranteed by a bank or broker participating in the Medallion Guarantee  program. Detailed transfer instructions can be obtained by calling the Administrator  at 1-800-PFE-9393.**Fees**  Pfizer will pay all fees and expenses relating to:  o Establishing your Program account  o Purchasing shares of Pfizer stock with your dividends and initial or optional  cash investments  o Issuing stock certificates for the shares held in your book-entry Program  account  Participants will be charged the following fees:  o Sales: A maximum service charge of $15 plus a "per share" brokerage  commission will be debited from your account for each sale you request. This  fee and brokerage commission may be waived from time to time and will be paid  by Pfizer at Pfizer's sole discretion to encourage participation.   o Dishonored Investments: Your account will be debited a fee for any optional  cash investment that is rejected due to insufficient funds.  Any charges imposed by your bank in connection with automatic withdrawals from  your bank account are your responsibility. 

**Stock Splits, Stock Dividends and Other Distributions**

Your account will be adjusted in book-entry form to reflect the distribution  of any Pfizer Common Stock paid as a stock dividend, stock split or similar  transaction.

**Tax Responsibilities**

All dividends reinvested through the Program are taxable to you in the year  they are paid. In addition, the Internal Revenue Service may require that the  brokerage commissions incurred in the purchase of shares which may be paid by  Pfizer on your behalf (in the event that Pfizer chooses to do so), be treated  as dividend income to you, and that such amounts paid for brokerage commissions  can be included in your cost basis of shares purchased. Shortly after the close  of each year you will receive a Form 1099 reflecting the payment of these funds  to you. The Administrator is not authorized to withhold income taxes at your  request on your behalf.  Participants who are citizens or residents of a country other than the United  States or its territories and possessions should make certain that their participation  in the Program does not violate local laws governing such matters as taxes,  currency, stock registration, and foreign investment. Pfizer makes no tax representations  in connection with this prospectus and suggests that you consult with your tax  advisors concerning such tax matters.  Please retain your account statements to establish the cost basis of shares  purchased under the Program for income tax and other purposes.

**Terminating Your Program Account**  You may terminate your participation in the Program by written, telephonic or  Internet request to the Administrator. Your termination request generally will  be processed on the day that it is received by the Administrator or on the next  business day.  Upon termination, the Administrator will continue to hold your shares in book-entry  form unless you either request a stock certificate, or ask your broker to request  that your shares be transferred electronically to your brokerage account through  the Direct Registration System.  When terminating your account, you may also request that all or part of the  Pfizer shares in your account be sold. Please refer to the section of this prospectus  entitled "Sales of Program Stock." Shares sold in connection with  terminating your Program account (including any fractional share) will be priced  as discussed above in the section called "Pricing of Pfizer Shares."  Dividends payable on shares of Pfizer stock that are held by you after terminating  your Program account will not be reinvested, but will be sent directly to you.

**Change of Name or Address**  Please notify the Administrator immediately of any change in your name or address.**Shareholder Rights and Privileges**  As a Program participant, you enjoy all the rights and privileges associated  with Pfizer stock ownership. You will receive all shareholder communications,  including annual reports and proxy statements. You will be given the opportunity  to vote your Program shares. However, fractional shares cannot be voted.**Responsibilities of Pfizer and the Administrator**  Pfizer cannot assure you a profit or protect you against a loss on the shares  you purchase under the Program.  Neither Pfizer nor the Administrator will be liable for any act done in good  faith, or as required by applicable laws, or for any good faith omission to  act. This includes, without limitation, any claims of liability:  o for the prices at which stock purchases or sales are made as reflected in  your Program account, or the dates of the purchases or sales of your Program  shares; or  o for any fluctuation in the market value of your Pfizer shares after they are  purchased or sold; or  o for failure to terminate your account upon your death prior to receiving written  notice of such death.

**Dividends**  The payment of dividends is at the discretion of Pfizer's Board of Directors.  The Board may change the amount and timing of dividends at any time without  notice.

**Changes to the Program**  Pfizer reserves the right to suspend, modify or terminate the Program or your  interest in the Program at any time. You will receive notice of any such suspension,  modification or termination. Pfizer also reserves the right to change any administrative  procedures of the Program. If the Program or your interest in the Program is  terminated, the Administrator will continue to hold your shares of Pfizer stock  in book-entry form unless you request that the Administrator issue a stock certificate  or you ask your broker to request that the Administrator transfer the shares  to your brokerage account.

**Foreign Participation**  If you live outside of the United States, you should determine if there are  any laws or governmental regulations that would prohibit your participation  in the Program. Pfizer reserves the right to terminate participation of any  shareholder if it deems it advisable under any foreign laws or regulations.

**For Further Information**  For information about the Program, please contact the Administrator as follows:*Telephone*  1-800-PFE-9393  Customer service representatives are available each business day from 9:00 a.m.  to 5:00 p.m. Eastern Time.  An automated voice response system is also available 24 hours a day, seven days  a week.  Telecommunications Device for the hearing impaired:1-800-952-9245.*Internet/e-mail*  EquiServe web site: www.equiserve.com  EquiServe e-mail address: equiserve@equiserve.com*Authorization forms and correspondence*  Pfizer Inc.  c/o EquiServe Trust Company, N.A.  P. O. Box 43081  Providence, RI 02940-3081*Optional cash investments*  Pfizer Inc.  c/o EquiServe Trust Company, N.A.  P. O. Box 13531  Newark, NJ 07188-0001

**Terms and Conditions for Participation in the  Pfizer Inc. Shareholder Investment Program**

 

Definition of Terms  1. For purposes of the Program, the following capitalized terms have the meanings  indicated below:  Administrator  Administrator is a collective term referring to EquiServe Trust Company, N.A.  as the Plan Administrator with EquiServe, Inc. as the Service Agent. The Administrator  will purchase, hold and sell shares of stock for the Program Participants, keep  records, send statements, and perform other duties as required by the terms  of the Program.  Board of Directors  The Board of Directors is the board of directors of Pfizer Inc.  Book-Entry  Book-Entry means a record of the shares of Common Stock (and any fractional  share) that are owned by a Participant and recorded on Pfizer's books in the  form of an electronic entry.  Common Stock  Common Stock means Pfizer Inc. Common Stock, par value $.05 per share.  Direct Purchase  This means the purchase of initial shares of Common Stock under the Program  by a person that is not already a Shareholder of Record.  Dividend Payment Date  This is the date on which dividends are paid on all shares of Common Stock owned  by the Participant on the Dividend Record Date. This date is fixed by the Board  of Directors.  Dividend Record Date  This is the date on which Pfizer's books show that a shareholder owns Common  Stock, thereby making the shareholder eligible to receive a declared dividend.  This date is fixed by the Board of Directors.  Investment Dates  Dividends are reinvested on the Dividend Payment Date. The Investment Dates  for Direct Purchase and optional cash investments are the Thursdays of each  week of the year, or if the New York Stock Exchange is closed on a Thursday,  then the Investment Date will be the next business day. The Investment Dates  are the only days of the week on which investments in the Program take place.  Participant  This is a person who becomes a member of the Program.  Pfizer  Pfizer is Pfizer Inc., a Delaware corporation.   Program  The Program is the Pfizer Inc. Shareholder Investment Program.  Program Account  The Program Account means, as applicable to each Participant: (a) shares of  Common Stock (and any fractional share) purchased under the Program with dividends  and cash deposits, and any shares of Common Stock which are owned by a Participant  and which are recorded in Book-Entry form that are not designated for payment  of cash dividends directly to the Participant, and (b) shares of Common Stock  that are held in certificate form directly by a Participant that are not designated  for payment of cash dividends directly to the Participant. No actual stock certificates  are held in a Program Account.  Program Shares  Program Shares are the shares of Common Stock (and any fractional share) held  in a Participant's Program Account. These include shares of Common Stock purchased  under the Program with dividends and cash deposits and any shares of Common  Stock not designated for payment of cash dividends directly to the Participant,  whether or not such shares are deposited by a Participant into a Program Account  in Book-Entry form.  Sale Dates  The Sale Dates are the dates on which sales of Common Stock under the Program  take place. A Sale Date is generally the date on which the Administrator receives  a sale request from a Program Participant or the first business day thereafter.  Shareholder of Record  This is the individual, joint owner or legal entity (such as a trust) who holds  Common Stock registered with Pfizer in his, her, their or its own name. Shares  of Common Stock held through a broker may not be included in the Program.  2. The Administrator will invest, on the relevant Investment Dates, dividends  on the Program Shares. The Administrator will also invest on the relevant Investment  Dates, any cash deposited by the Participants (at least $500 as an initial Direct  Purchase, or at least $50 thereafter, subject to a maximum of $120,000 in any  calendar year) in additional Program Shares. The shares purchased under the  Program by the Administrator may be purchased either from Pfizer or on the open  market or in negotiated transactions.  3. The price of shares of Common Stock purchased from Pfizer will be the average  of the high and the low sales prices of Common Stock on the relevant Investment  Dates (as published in the Wall Street Journal reports of the New York Stock  Exchange Composite Transactions). Such purchases may also be made on the open  market on any securities exchange where such shares are traded or in negotiated  transactions. The price of shares purchased or sold on the open market or in  negotiated transactions will be the weighted average price per share of all  shares of Common Stock purchased or sold for the Program on the date of the  purchase or sale. In making purchases for a Participant's Program Account, the  Administrator will commingle the Participant's funds with those of other Participants  in the Program. The Administrator may hold the shares of Common Stock of all  Participants together in its name or in the name of its nominee. Neither the  Administrator nor Pfizer will have responsibility as to the value of the shares  of Common Stock acquired for any Participant's Program Account.  It is understood that government regulations may require the temporary curtailment  or suspension of purchases of shares of Common Stock under the Program. Neither  the Administrator nor Pfizer shall be accountable for its inability to make  purchases at such times. If such curtailment or suspension continues for a period  of longer than 30 days for dividend funds, or 35 days for direct purchase and  optional cash investment funds, the Administrator will promptly mail to the  Participant a check payable to the order of the Participant in the amount of  any unapplied funds in the Participant's Program Account.  4. A person who is not a Participant may, at his or her option, send the Administrator  a check payable to "EquiServe - Pfizer Inc." in an amount of at least  $500, subject to a maximum of $120,000 in any calendar year, for the purpose  of investing the funds in initial shares of Common Stock. This initial Direct  Purchase must be accompanied by a completed and signed authorization form that  permits the Administrator to establish a Program Account in the new Participant's  name. Initial Direct Purchase funds received by the Administrator by Wednesday  generally will be invested on the next weekly Investment Date.  5. The Participant, at his or her option, may send the Administrator a check  payable to "EquiServe - Pfizer Inc." in any amount of a least $50,  subject to a maximum of $120,000 in any calendar year, for the purpose of investing  the funds in shares of Common Stock. The cash deposit may be accompanied by  either the cash deposit form that is supplied by the Administrator on a Program  Account statement or other written instructions. Optional cash investments received  by the Administrator by Wednesday generally will be invested on the next weekly  Investment Date.  6. Participants who wish to make regular monthly investments may authorize the  Administrator to make automatic monthly withdrawals from the Participant's account  at a U.S. Bank or financial institution. Funds will be deducted from the Participant's  account on or about the 15th day of each month and invested on the next applicable  Investment Date. The Participant must notify the Administrator by telephone,  in writing or via the Internet to change or terminate any automatic withdrawal  authorization.  7. At the telephone, Internet or written request of the Participant, any number  of shares of Common Stock held in Book-Entry form in the Participant's Program  Account will be sold by the Administrator on the next applicable Sale Date.  The pricing structure for shares of Common Stock sold under the Program is the  same as that outlined for sales of stock in Item 3 above. Item 10 below describes  the fees that must be paid in association with sales of stock under the Program.  8. The Administrator will confirm purchases and sales of shares of Common Stock  as soon as practicable after the purchases and sales are completed by sending  the Participant a transaction advice. Quarterly statements of transactions and  share balances will also be sent to the Participant. No stock certificates will  be issued to a Participant in connection with stock purchases for a Program  Account unless the Participant requests such a certificate.  9. The Participant, at his or her option, may deposit into his or her Program  Account certificates for shares of Common Stock registered in the Participant's  name on the books of Pfizer. Shares deposited into a Program Account will be  recorded in Book-Entry form.  10. Most expenses associated with the Program will be paid by Pfizer, other  than any tax obligations of the Participant or any charges imposed by the Participant's  bank for automatic withdrawals from the Participant's bank account. Participants  will be responsible for an insufficient funds fee for each check, automatic  withdrawal from the Participant's bank account or other optional cash investment  that is rejected due to insufficient funds. By enrolling or continuing to participate  in the Program, the Participant authorizes the Administrator to deduct this  charge from the Participant's Program Account.  Participants will pay a maximum fee of $15 plus a per share broker's fee for  each request to sell a share or shares of Common Stock held in a Participant's  Program Account. These charges will be deducted from the net proceeds of the  applicable sale. The fee and per-share brokerage commission may be waived from  time to time and will be paid by Pfizer at Pfizer's sole discretion.  11. All whole shares of Common Stock owned by the Participant under the Program  will be voted in accordance with the proxy instructions of the Participant.  12. Participation in the Program may be terminated by a Participant at any time  in writing, by telephone or through the Internet. To terminate an account, the  Participant or his or her broker must contact the Administrator, indicating  the Participant's wish to terminate participation in the Program and identifying  the account that is to be terminated.  Upon termination, the Administrator will continue to hold the Participant's  shares in Book-Entry form unless the Participant requests that all or a portion  of the shares be sold, or requests issuance of a stock certificate for all or  a portion of the shares, or asks his or her broker to request that all or a  portion of the shares be transferred to the Participant's brokerage account.    If a Participant requests that all or a portion of his or her Book-Entry shares  be sold, the Administrator will sell the shares and send the Participant a check  for the proceeds of the sale of the whole and fractional shares of Common Stock  held in Book-Entry form, less applicable fees and brokerage commissions.   If a Participant requests issuance of a stock certificate for all or a portion  of his or her Book-Entry shares, the Administrator will issue a stock certificate  in the name(s) in which the Program Account is registered, unless otherwise  instructed by the Participant. If a Participant requests that a stock certificate  be issued in a name other than the name(s) in which the Program Account is registered,  the Participant's signature on the instructions or stock power must be guaranteed  by a financial institution participating in the Medallion Guarantee program.  The price of shares of Common Stock sold under the Program to terminate an account  are subject to the same pricing structure as outlined for purchases of stock  in Item 3 above. In addition, the fees applicable to sales as outlined in Item  10 above are also applicable to sales that occur in connection with the termination  of a Program Account.  Terminations are effected daily. A request for termination generally will be  effected on the date received by the Administrator or on the first business  day thereafter.  13. Pfizer reserves the right to suspend, modify or terminate the Program or  a Participant's interest in the Program at any time upon written notice of such  suspension, modification or termination. If the Program or a Participant's interest  in the Program is terminated, the whole and fractional shares of Common Stock  held in each affected Program Account will continue to be held in Book-Entry  form unless the Participant requests a stock certificate.  14. All Common Stock distributed as a result of a stock dividend or a stock  split on shares designated for dividend reinvestment will be credited to the  Participant's Program Account in Book-Entry form, and will be subject to future  reinvestment of dividends. All Common Stock distributed as a result of a stock  dividend or a stock split on shares designated for cash dividends will also  be credited to the Participant's Program Account, and the designation for payment  of cash dividends will apply to such shares. The Participant will have the opportunity  to exercise any rights issued with respect to shares of Common Stock held in  the Participant's Program Account.  15. Neither the Administrator nor Pfizer will be liable for any act done in  good faith, or as required by applicable laws, or for any good faith omission  to act, including, without limitation, any claims of liability (a) arising out  of any such act or omission to act that occurs prior to or in connection with  the termination of participation pursuant to Item 12 above, (b) with respect  to the prices at which shares of Common Stock are purchased or sold for any  Participant's Program Account and the times at which such purchases or sales  are made or with respect to any fluctuation in the market value after the purchase  or sale of shares held in Book-Entry form, and (c) arising out of any failure  to terminate a Participant's Program Account upon the Participant's death prior  to receipt of notice in writing of such death.  16. Any notice, instruction, request or election which by any provision of the  Program is required or permitted to be given or made by the Participant to the  Administrator shall be addressed as follows:  If in writing, to:  Pfizer Inc.  c/o EquiServe Trust Company, N.A.  P. O. Box 43081  Providence, RI 02940-3081  If by Internet or e-mail, to:  www.equiserve.com  equiserve@equiserve.com  or such other address as Pfizer or the Administrator shall furnish to the Participant,  and shall be deemed to be sufficient notice when received by the Administrator.  17. Any notice or certificate which by any provision of the Program is required  to be given by Pfizer or the Administrator to the Participant shall be in writing  and shall be deemed to have been sufficiently given for all purposes by being  deposited postage prepaid in a post office letter box addressed to the Participant  at his or her address as it last appeared on the Administrator's records.   18. The "Terms and Conditions For Participation in the Program" shall  be governed by the laws of the State of New York.**Use of Proceeds**  If we issue additional shares of Pfizer Inc. Common Stock to purchasers under  the Program, we will use the proceeds from the sale of such shares for general  corporate purposes. We may temporarily invest funds that are not immediately  needed for these purposes in marketable securities. If shares are purchased  by the Administrator in the open market, we will not receive any proceeds.**Legal Matters**

Margaret M. Foran, our Vice President-Corporate Governance and  Secretary, will pass upon the validity of the Common Stock. Ms. Foran beneficially  owns Common Stock and holds options to purchase additional shares of Common  Stock.**Experts**  The consolidated financial statements of Pfizer Inc. and Subsidiary Companies  as of December 31, 2004 and 2003, and for each of the years in the three-year  period ended December 31, 2004, and management's assessment of the effectiveness  of internal control over financial reporting as of December 31, 2004 have been  incorporated by reference herein in reliance upon the reports of KPMG LLP, independent  registered public accounting firm, incorporated by reference herein, and upon  the authority of said firm as experts in accounting and auditing.

**Disclosure Notice: Forward Looking Information**  This prospectus contains or incorporates statements about the Company's financial  results and estimates, business prospects and products in research that involve  substantial risks and uncertainties. You can identify these statements by the  fact that they use words such as "will" "anticipate," "estimate,"  "expect," "project," "intend," "plan"  "believe," and other words and terms of similar meaning in connection  with any discussion of future operating or financial performance. Among the  factors that could cause actual results to differ materially are the following:  the success of research and development activities; decisions by regulatory  authorities regarding whether and when to approve our drug applications as well  as their decisions regarding labeling and other matters that could affect the  commercial potential of our products; final actions relating to Celebrex and/or  Bextra that may be taken by the FDA and/or the European Medicines Evaluation  Agency in connection with their respective reviews of the benefits and risks  of COX-2 specific inhibitor medicines and related agents; the speed with which  regulatory authorizations, pricing approvals and product launches may be achieved;  competitive developments affecting our current growth products; the ability  to successfully market both new and existing products domestically and internationally;  difficulties or delays in manufacturing; trade buying patterns; the ability  to meet generic and branded competition after the loss of patent protection  for our products; trends toward managed care and health care cost containment;  possible U.S. legislation or regulatory action affecting, among other things,  pharmaceutical pricing and reimbursement, including under Medicaid and Medicare;  the importation of prescription drugs that are marketed outside the U.S. and  sold at prices that are regulated by governments of various foreign countries  and the involuntary approval of prescription medicines for over-the-counter  use; the potential impact of the Medicare Prescription Drug, Improvement and  Modernization Act of 2003; legislation or regulations in markets outside the  U.S. affecting product pricing, reimbursement or access; contingencies related  to actual or alleged environmental contamination; claims and concerns that may  arise regarding the safety or efficacy of in-line products and product candidates;  legal defense costs, insurance expenses, settlement costs and the risk of an  adverse decision or settlement related to product liability, patent protection,  governmental investigations, ongoing efforts to explore various means for resolving  asbestos litigation and other legal proceedings; the Company's ability to protect  its patents and other intellectual property both domestically and internationally;  interest rate and foreign currency exchange rate fluctuations; governmental  laws and regulations affecting domestic and foreign operations, including tax  obligations; changes in generally accepted accounting principles; any changes  in business, political and economic conditions due to the threat of future terrorist  activity in the U. S. and other parts of the world, and related U. S. military  action overseas; growth in costs and expenses; changes in our product mix; and  the impact of acquisitions, divestitures, restructurings, product withdrawals  and other unusual items, including our ability to integrate and to obtain the  anticipated results and synergies from our acquisition of Pharmacia. A further  list and description of these risks, uncertainties and other matters can be  found in the Company's Annual Report on Form 10-K for the fiscal year ended  December 31, 2004, and in its periodic reports on Forms 10-Q and 8-K. **PFIZER INC. SHAREHOLDER INVESTMENT PROGRAM  AUTHORIZATION FORM**  (A) SHAREHOLDER INVESTMENT PROGRAM AUTHORIZATION  I have read the prospectus describing the Pfizer Inc. Shareholder Investment  Program. I would like to participate in the Program, and I will follow the terms  and conditions of the Program. I appoint EquiServe Trust Company, N.A. together  with EquiServe, Inc. as my agent to apply my dividends and any cash investment  to the purchase of shares of Pfizer stock, and to sell my shares in accordance  with the Program. I understand that, unless waived by Pfizer, I will be charged  a fee of $15 plus a per share brokerage commission for each sale of shares.  I will be charged an insufficient funds fee for each check, electronic funds  transfer, or other investment that is rejected for insufficient funds. I authorize  Pfizer or its agent to deduct any of the above-described charges from my Program  account.  PLEASE PRINT  Name(s): _____________________________ Social Security Number __ __ __ - __  __ - __ __ __ __  ____________________________________  Daytime Telephone Number ______________________  Address: __________________________________________________________________________                         Street                 City       State     Zip Code  (B) DIVIDEND REINVESTMENT  Please check only one box below.  If you do not check a box, Box 1 for Full Dividend Reinvestment will be applied  automatically.  o 1. Full Dividend Reinvestment - Please reinvest dividends on all the shares  of Pfizer Common Stock that I own in my name.  o 2. Partial Dividend Reinvestment - Please send me cash dividends on _____________  shares of Pfizer Common Stock that I own in my name.  (C) DIRECT PURCHASE (Complete if you are not yet a Pfizer shareholder)  Enclosed is my check in the amount of $_____________, made payable to "EquiServe-Pfizer  Inc."  (Amount must be at least $500 and no more than $120,000.)  Please invest this amount in Pfizer stock for me, and credit my Program account  with the stock purchased.  (D) OPTIONAL CASH INVESTMENT (Complete only if you are already a Pfizer shareholder  and wish to make an initial cash investment)  Enclosed is my check in the amount of $______________, made payable to "EquiServe-Pfizer  Inc."  (Amount must be at least $50 and no more than $120,000.)  Please invest this amount in Pfizer stock for me, and credit my Program account  with the stock purchased.  (E) AUTOMATIC MONTHLY DEBIT AUTHORIZATION (See sample check on back of this  form)  This authorization is OPTIONAL. Debits will take place on approximately the  15th day of every month.  Please include a voided check and allow four to six weeks for this authorization  to take effect.  I authorize EquiServe, or a successor Administrator, to make monthly electronic  transfers from my account at a U.S. bank or financial institution in the amount  I have indicated below, and to use these funds to buy shares of Pfizer stock  which will be credited to my Program account.  Please deduct $__________ from my bank account each month for investment in  Pfizer stock.  (Amount must be at least $50 but no more than $10,000). Total annual investment  cannot exceed $120,000.  Name of Bank: ________________________________________________ Branch: ____________________________________________  Address: ________________________________________________________________________________________________________                         Street                 City        State        Zip  Code  Bank Account Name _______________________________________________________________________________________________  Bank Account Number _____________________________________________ Nine-Digit  ABA Number _____________________________  My authorization will continue unless I send written or e-mail notice that I  wish to cancel, or the Administrator sends written notice that any of the above  services have been ended.  (F) Signature(s) ________________________________________________________________________  Date: ______________________

            Pfizer  Inc.                                         [Pfizer Logo}  c/o EquiServe Trust Company, N.A.                                                (800) PFE-9393                             P.O. Box 43081                                 www.equiserve.com                                                  Providence, RI 02940-3081                                           

**THIS SAMPLE CHECK IS TO HELP YOU  IN COMPLETING YOUR AUTOMATIC MONTHLY DEBIT  AUTHORIZATION (SECTION E)**

**[Pfizer Logo]**

**Pfizer Shareholder Investment Program**

**1-800-PFE-9393**

EquiServe web site: www.equiserve.com

EquiServe e-mail: equiserve@equiserve.com

Pfizer web site: www.pfizer.com

 

**Pfizer Inc.  c/o EquiServe Trust Company, N.A.  P. O. Box 43081  Providence, RI 02940-3081**

**PART II**

**INFORMATION NOT REQUIRED IN PROSPECTUS**

**Item 14.** Other Expenses of Issuance and Distribution.

| SEC registration fee       | $ 35,286.46            |
|----------------------------|------------------------|
| Cost of Printing           | $ 29,820.00            |
| Accounting fees            | $ 30,000.00            |
| NYSE listing (reserve) fee | $   2,500.00 |
| Total                      | $ 97,606.46            |

**Item 15.** 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. 

**ITEM 16.** Exhibits

**EXHIBIT        DESCRIPTION OF DOCUMENT  NUMBER**  3(1)  -- Our Restated Certificate of Incorporation  is incorporated by reference from our 10-Q report for the period ended March  28, 2004.

3(2)  -- Our By-Laws, as amended February 24, 2005,  are incorporated by reference from our 10-K report for the fiscal year ended  December 31, 2004.     5   -- Opinion and Consent of Margaret M. Foran,  Esq., Vice President-Corporate Governance and Secretary.  23    -- Consent of KPMG LLP, independent auditors.  24    -- Power of Attorney (included as part of the signature  page hereto).

**ITEM 17.** Undertakings  The undersigned registrant undertakes:   (1) To file, during any period in which offers or sales are being made, a post-effective  amendment of this registration statement:  (i) To include any prospectus required by Section 10(a)(3) of the Securities  Act of 1933;   (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;  (iii) To include any material information relating 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 if the  registration statement is on Form S-3 or Form S-8, and the information required  to be included in a post-effective amendment by those paragraphs is contained  in periodic reports filed by the registrant pursuant to Section 13 or Section  15(d) of the Securities Exchange Act of 1934 that are incorporated by reference  in the registration statement.   (2) That, for purposes of determining any liability under the Securities Act  of 1933, each such post-effective amendment 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.  (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 purposes of determining any liability under the Securities Act  of 1933, each filing of the registrant's annual report pursuant to Section 13(a)  or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit plan's annual report pursuant to Section  15(d) of the Securities Exchange Act of 1934) 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.   Insofar as indemnification for liabilities arising under the Securities Act  of 1933 may be permitted to directors, officers and controlling persons of the  registrant pursuant to the foregoing provisions, or otherwise, the registrant  has been advised that in the opinion of the Securities and Exchange Commission  such indemnification is against public policy as expressed in the Act and is,  therefore, unenforceable. In the event that a claim for indemnification against  such liabilities (other than the payment by the registrant of expenses incurred  or paid by a director, officer or controlling person of the registrant 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 registrant 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 Act and will be governed by the final adjudication of such  issue.

**SIGNATURES**  Under the requirements of the Securities Act of 1933, the Registrant has reasonable  grounds to believe that it meets all of the requirements for filing on Form  S-3 and has caused this Registration Statement to be signed on its behalf by  the authorized signer in The City of New York, State of New York, on the 1st  day of March, 2005.

PFIZER INC.  By      /s/ Henry A. McKinnell            HENRY A. MCKINNELL  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, and Jeffrey B. Kindler 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/ Henry A. McKinnell   (Henry A. McKinnell)                           Chairman  of the Board, Chief Executive Officer and Director                                                               (Principal  Executive Officer)                                                          March  1, 2005   /s/ David L. Shedlarz                                            (David L. Shedlarz)                               Executive  Vice President and                                                               Chief  Financial Officer                                                               (Principal  Financial Officer)                                                           March  1, 2005   /s/ Loretta V. Cangialosi   (Loretta V. Cangialosi)                         Vice  President - Controller                                                              (Principal  Accounting Officer)                                                       March  1, 2005   /s/ Michael S. Brown   (Michael S. Brown)                              Director                                                                                         March  1, 2005   /s/ M. Anthony Burns   (M. Anthony Burns)                              Director                                                                                       March  1, 2005   /s/ Robert N. Burt   (Robert N. Burt)                                   Director                                                                                        March  1, 2005   /s/ W. Don Cornwell   (W. Don Cornwell)                               Director                                                                                        March  1, 2005   /s/ William H. Gray, III   (William H. Gray, III)                             Director                                                                                        March  1, 2005   /s/ Constance J. Horner   (Constance J. Horner)                           Director                                                                                         March  1, 2005   /s/ William R. Howell   (William R. Howell)                               Director                                                                                        March  1, 2005   /s/ Stanley O. Ikenberry   (Stanley O. Ikenberry)                           Director                                                                                         March 1, 2005   /s/ George A. Lorch   (George A. Lorch)                                  Director                                                                                       March  1, 2005   /s/ Dana G. Mead   (Dana G. Mead)                                    Director                                                                                        March  1, 2005   /s/ Franklin D. Raines   (Franklin D. Raines)                                Director                                                                                       March  1, 2005   /s/ Ruth J. Simmons   (Ruth J. Simmons)                                 Director                                                                                         March  1, 2005   /s/ William C. Steere, Jr.   (William C. Steere, Jr.)                          Director                                                                                         March  1, 2005   /s/ Jean-Paul Vallès   (Jean-Paul Vallès)                                  Director                                                                                        March  1, 2005 

  EXHIBIT INDEX

EXHIBIT   3(1)  -- Our Restated Certificate of Incorporation  is incorporated by reference from our 10-Q report for the period ended March  28, 2004.

3(2)  -- Our By-Laws, as amended February 24, 2005,  are incorporated by reference from our 10-K report for the fiscal year ended  December 31, 2004.     5   -- Opinion and Consent of Margaret M. Foran,  Esq., Vice President-Corporate Governance and Secretary.  23    -- Consent of KPMG LLP, independent auditors.  24    -- Power of Attorney (included as part of the signature  page hereto).