**As filed with the Securities and Exchange Commission on October  15, 2009**

**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)                                

**Wyeth Savings Plan**  (Full Title of the Plan)

**Matthew Lepore, Esq.**** Pfizer Inc.**** 235 East 42nd Street**** New York, New    York 10017-5755**   (Name and Address of  Agent for Service)** (212) 733-2323**   (Telephone Number,  including area code, of Agent for Service)                                

Indicate by check mark whether the registrant is a  large accelerated filer, an accelerated filer, a non‑accelerated filer, or a  smaller reporting company.  See the  definitions of “large accelerated filer,” “accelerated filer” and “smaller  reporting company” in Rule 12b‑2 of the Exchange Act.  (Check one): 

** **

| **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             | 1,779,897shares | $16.855 | $30,000,163 | $1,674 |

(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 Wyeth Savings Plan. In addition, pursuant to  Rule 416(a) under the Securities Act, this Registration Statement covers any    additional shares of Common Stock that become issuable pursuant to terms of the  Wyeth Savings Plan 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.

(2)  Calculated in  accordance with Rule 457(c) and Rule 457(h)(1) under the Securities Act, 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 October 13, 2009, which was  $16.855 as reported on the New York Stock Exchange..

**INTRODUCTION**

This Registration Statement on  Form S-8 is filed with the Securities and Exchange Commission (the “Commission”)  by Pfizer Inc., a Delaware corporation (the “Company”), and the Wyeth Savings  Plan (the “Plan,” and together with the Company, the “Registrants”), relating  to the Company’s Common Stock, par value $.05 per share (the “Common Stock”),  as well as interests in the Plan to be offered to eligible participants under the  Plan.

 

**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, 2008;
- 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 the  Common Stock contained in the Company’s Registration Statement filed under  Section 12 of the Exchange Act on March 1, 2004, including all amendments and  reports updating such 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 is 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 Matthew Lepore, Esq., Vice President, Chief Counsel – Corporate  Governance, and Assistant General Counsel of the Company.  Mr. Lepore beneficially owns Common Stock and  options to purchase Common Stock granted under the Pfizer Inc. 2004 Stock Plan.    **ITEM 6. INDEMNIFICATION OF  DIRECTORS AND OFFICERS**

The  following is only a general summary of certain aspects of Delaware law and the Company’s Restated  Certificate of Incorporation and By-laws related to indemnification of directors  and officers, and does not purport to be complete. It is qualified in its  entirety by reference to the detailed provisions of Sections 145 and 102(b)(7)  of the Delaware General Corporation Law (the “DGCL”), Article 7(14) of the  Company’s Restated Certificate of Incorporation and Article V of the Company’s  By-laws.   Section  145 of the DGCL generally provides that all directors and officers (as well as  other employees and individuals) may be indemnified against expenses (including  attorneys’ fees), judgments, fines and amounts paid in settlement in connection  with certain specified actions, suits or proceedings, whether civil, criminal,  administrative or investigative (other than an action by or in the right of the  corporation, or a derivative action), if they acted in good faith and in a  manner they reasonably believed to be in or not opposed to the best interests  of the corporation, and, with respect to any criminal action or proceeding, had  no reasonable cause to believe their conduct was unlawful. A similar standard  of care is applicable in the case of derivative actions, except that  indemnification extends only to expenses (including attorneys’ fees) incurred  in connection with defense or settlement of an action, and the DGCL requires  court approval before there can be any indemnification where the person seeking  indemnification has been found liable to the corporation. Section 145 of the  DGCL also provides that the rights conferred thereby are not exclusive of any  other right to which any person may be entitled under any bylaw, agreement,  vote of stockholders or disinterested directors or otherwise, and permits a  corporation to advance expenses to or on behalf of a person entitled to be  indemnified upon receipt of an undertaking to repay the amounts advanced if it  is determined that the person is not entitled to be indemnified.   Article V  of the Company’s By-laws provides that the Company will indemnify and hold  harmless, to the fullest extent permitted by applicable law as it presently  exists or may be amended, any person who was or is made or is threatened to be  made a party to or is otherwise involved in any action, suit or proceeding,  whether civil, criminal, administrative or investigative, by reason of the fact  that he or she, or a person for whom he or she is the legal representative, is  or was a director, officer, employee or agent of the Company or is or was  serving at the request of the Company as a director, officer, employee or agent  of another corporation or of a partnership, joint venture, trust, nonprofit  entity, or other enterprise, including service with respect to employee benefit  plans, against all liability and loss suffered and expenses (including  attorneys’ fees) reasonably incurred by such person. the Company is required to  indemnify a person in connection with a proceeding initiated by such person  only if the proceeding was authorized by the Company’s Board of Directors. In  addition, the Company will pay the expenses (including attorneys’ fees)  incurred by an officer or director of the Company in defending any proceeding  in advance of its final disposition, provided, however, that the payment of  such expenses will be made only upon receipt of an undertaking by the director  or officer to repay all amounts advanced if it is ultimately determined that  the director or officer is not entitled to be indemnified. the Company has  entered into agreements with its directors and certain of its officers  requiring the Company to indemnify such persons to the fullest extent permitted  by the Company’s By-laws.  As  permitted by Section 102(b)(7) of the DGCL, the Company’s Restated Certificate  of Incorporation, in Article 7(14), provides that no director shall be  personally liable to the Company or its stockholders for monetary damages for  breach of fiduciary duty as a director other than (i) for any breach of the  director’s duty of loyalty to the Company and its stockholders, (ii) for acts  or omissions not in good faith or which involve intentional misconduct or a  knowing violation of law, (iii) under Section 174 of the DGCL, and (iv) for any  transaction from which the director derived an improper personal benefit.   As  permitted by Section 145(g) of the DGCL, the Company also maintains directors’  and officers’ insurance policies that insure the directors and officers of the  Company against liability asserted against such persons in such capacity  whether or not such directors or officers have the right to indemnification  pursuant to the By-laws or otherwise.

**ITEM 7. EXEMPTION FROM  REGISTRATION CLAIMED**

Not applicable.

**ITEM 8. EXHIBITS**

| **Exhibit Number**             | **Exhibit**                                                                                                                                                                |
|--------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 5.1                            | Opinion of Matthew    Lepore, Esq., Vice President, Chief Counsel – Corporate Governance, and    Assistant General Counsel of the Company*                           |
| 23(i)                | Consent of    Matthew Lepore, Esq., Vice President, Chief Counsel – Corporate Governance,    and Assistant General Counsel of the Company (included in Exhibit 5.1)* |
| 23(ii)               | Consent of KPMG    LLP, Independent Registered Public Accounting Firm*                                                                                                     |
| 23(iii)                   | Consent of PricewaterhouseCoopers    LLP, Independent Registered Public Accounting Firm*                                                                                   |
| 24         | Power of    Attorney (included on signature page(s) to this Registration Statement)*                                                                                       |

_______*Filed herewith

 

**ITEM 9. UNDERTAKINGS**

The undersigned Registrants hereby  undertake:

(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.  Notwithstanding the foregoing, 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 may be reflected  in the form of prospectus filed with the Commission pursuant to Rule 424(b) if,  in the aggregate, the changes in volume and price represent no more than 20%  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.

(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)  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.

(5)  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.

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