|               | **   **                                                                                                                        |
|--------------------|-----------------------------------------------------------------------------------------------------------------------------------------------|
|               | UNITED STATES  SECURITIES AND EXCHANGE COMMISSION  WASHINGTON, D.C. 20549                                                                     |
|               | **   **                                                                                                                        |
|               | **FORM 11-K**                                                                                                                                 |
|               | **   **                                                                                                                        |
|               | FOR ANNUAL  REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS  AND SIMILAR PLANS PURSUANT TO SECTION 15 (d) OF  THE SECURITIES EXCHANGE ACT OF 1934 |
|               |                                                                                                                           |
| (Mark One)         |                                                                                                                                          |
|  X       | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934                                                               |
|               | **   **                                                                                                                        |
|               | **For  the fiscal year ended December 31, 2005**                                                                                              |
|               |                                                                                                                                |
|               | or                                                                                                                                            |
|               |                                                                                                                                |
|     | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934                                                           |
|               |                                                                                                                                |
|               | For the  transition period from _______ to _______                                                                                            |
|               |                                                                                                                                |
|               | Commission file  number 1-3619                                                                                                                |
|               |                                                                                                                                |
| A.                 | Full title of the Plan and the address of the plan,  if different from that of the issuer named below:                                        |
|               |                                                                                                                                |
|               | **PFIZER SAVINGS PLAN  FOR EMPLOYEES RESIDENT IN PUERTO RICO**                                                                                |
|               | **   **                                                                                                                        |
| B.                 | Name of issuer of the securities held pursuant to  the plan and the address of its principal executive office:                                |
|               |                                                                                                                                |
|               | **PFIZER  INC.  235 EAST 42ND STREET  NEW YORK, NEW YORK 10017**                                                                              |

 

**PFIZERSAVINGS PLANFOR EMPLOYEES RESIDENT IN PUERTO RICOINDEX**

 

| **   **                                           |   |
|------------------------------------------------------------------|--------|
| ** **                                                       | Page   |
| **FINANCIAL  STATEMENTS**                                        |   |
| Report of Independent  Registered Public Accounting Firm         | 3      |
| Statements of  Net Assets Available for Plan Benefits            | 4      |
| Statements of  Changes in Net Assets Available for Plan Benefits | 5      |
| Notes to  Financial Statements                                   | 6      |
| **   **                                           |   |  
**SCHEDULES**

 

 
Schedule H, Line  4i - Schedule of Assets (Held at End of Year) at December 31, 2005

11

 
Schedule H, Line 4j -  Schedule of Reportable Transactions for the Year Ended December 31, 2005

12

Signature

13

**   **

 

**EXHIBITS**

 

23

--

Consent of Independent Registered  Public Accounting Firm

14

** **

** **

**REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

 

To the Savings Plan CommitteePfizer Savings Plan for Employees Resident in Puerto Rico:

 

We have audited theaccompanying statements of net assets available for plan benefits of the PfizerSavings Plan for Employees Resident in Puerto Rico ("the Plan") as ofDecember 31, 2005 and 2004, and the related statements of changes in netassets available for plan benefits for the years then ended. These financialstatements are the responsibility of the Plan's management. Our responsibilityis to express an opinion on these financial statements based on our audits. 

We conducted our auditsin accordance with the standards of the Public Company Accounting OversightBoard (United States). Those standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financial statements arefree of material misstatement. An audit includes examining, on a test basis,evidence supporting the amounts and disclosures in the financial statements. Anaudit also includes assessing the accounting principles used and significantestimates made by management, as well as evaluating the overall financialstatement presentation. We believe that our audits provide a reasonable basisfor our opinion. 

In our opinion, thefinancial statements referred to above present fairly, in all materialrespects, the net assets available for plan benefits of the Pfizer Savings Planfor Employees Resident in Puerto Rico as of December 31, 2005 and 2004,and the changes in net assets available for plan benefits for the years thenended in conformity with U.S. generally accepted accounting principles.

Our audits were performedfor the purpose of forming an opinion on the basic financial statements takenas a whole. The supplemental schedule H, line 4i - Schedule of Assets (Held at Endof Year) as of December 31, 2005 and schedule H, line 4j - Schedule of ReportableTransactions for the year ended December 31, 2005 are presented for thepurpose of additional analysis and are not a required part of the basicfinancial statements but are supplementary information required by theDepartment of Labor's Rules and Regulations for Reporting and Disclosure underthe Employee Retirement Income Security Act of 1974 (ERISA). These supplementalschedules are the responsibility of the Plan's management. The supplementalschedules have been subjected to the auditing procedures applied in the auditsof the basic financial statements and, in our opinion, are fairly stated in allmaterial respects in relation to the basic financial statements taken as awhole.

   

 

June 29, 2006

/s/ KPMG LLP

San Juan, Puerto Rico

**PFIZER SAVINGS PLANFOR EMPLOYEES RESIDENT IN PUERTO RICOSTATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS**

 

**December 31,**

(thousands  of dollars)

**2005**

**2004 **

**   **

 

 

**Assets:**

 

 

**   **

 

 

Investments:

 

 

Pfizer  Inc common stock

$45,596

$53,526 

Collective  trust funds

18,047

13,912 

Mutual  funds

7,631

6,842 

 

71,274

74,280 

Loans  to participants

5,252

5,762 

Total  investments

76,526

80,042 

   

 

 

Receivables:

 

 

Participants  contributions

250

183 

Employer  contributions

233

94 

Interest  receivable

36

34 

Total  receivables

519

311 

**Net assets available for plan benefits**

$77,045

$80,353 

 

See Notes to FinancialStatements which are an integral part of these financial statements.

**PFIZER SAVINGS PLANFOR EMPLOYEES RESIDENT IN PUERTO RICOSTATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS**

 

**Year-ended December 31,**

(thousands  of dollars)

**2005 **

** **

**2004 **

**  **

** **

** **

** **

**Additions/(Reductions):**

 

 

 

Additions/(reductions)  to net assets attributed to:

 

 

 

Investment  (loss)/income:

 

 

 

Net  depreciation in fair value of investments

$ (5,840)

 

$(15,561)

Pfizer  Inc common stock dividends

1,481 

 

1,371 

Interest  income from loans to participants

312 

 

278 

Interest  and dividend income from other investments

475 

 

81 

Total  investment loss

(3,572)

 

(13,831)

  

 

 

 

Contributions:

 

 

 

Participants

9,652 

 

10,099 

Employer

4,614 

 

4,770 

Total  contributions

14,266 

 

14,869 

Net  additions

10,694 

 

1,038 

  

 

 

 

**Deductions:**

 

 

 

Deductions  from net assets attributed to:

 

 

 

Benefits  paid to participants

(13,943)

 

(13,455)

Other

(59)

 

-- 

Total  deductions

(14,002)

 

(13,455)

  

 

 

 

Net  decrease

(3,308)

 

(12,417)

Net  assets available for plan benefits:

 

 

 

Beginning  of year

80,353 

 

92,770 

End  of year

$77,045 

 

$80,353 

 

See Notes to FinancialStatements which are an integral part of these financial statements. 

**PFIZER SAVINGS PLANFOR EMPLOYEES RESIDENT IN PUERTO RICO**

**Notesto Financial StatementsDecember 31, 2005 and 2004(in thousands of dollars)**

**1.     Descriptionof the Plan**

The Pfizer Savings Planfor Employees Resident in Puerto Rico ("the Plan"), originallyadopted in 1990 as the Pfizer Savings and Investment Plan for EmployeesResident in Puerto Rico, is a defined contribution plan. Participation in thePlan is open to any employee employed by Pfizer Pharmaceuticals LLC (the "PlanSponsor") or an affiliate which has, with the consent of the Plan Sponsoror Pfizer Inc. (the "Parent"), adopted the Plan ("ParticipatingEmployer"), and who is included within a group or class designated by thePlan Sponsor as set forth in the Plan document. The Plan is subject to theprovisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")and the Puerto Rico Internal Revenue Code of 1994, as amended (the "PuertoRico Code").

Under the Puerto RicoCode, any qualified plan involving pre-tax contributions or cash or deferredarrangement must comply with one of two nondiscrimination tests. For the fiscalyears ended December 31, 2005 and 2004, the Plan complied with both tests.

The following is ageneral description of certain provisions of the Plan. Participants shouldrefer to the Plan document for more complete information.

***Plan Administration***

The Savings PlanCommittee of the Plan monitors and reports on the selection and termination ofthe trustee and investment managers and on the investment activity and performanceof the Plan.

***Administrative Costs***

Except for investmentmanagement fees and for redemption fees associated with certain Fidelity fundoptions, all costs and expenses of administering the Plan are paid and absorbedby the Plan Sponsor and Participating Employers (collectively, the "Company").

***Contributions***

Participants may makecontributions on an after-tax basis and/or on a before-tax basis (that is,choose to reduce their compensation and have the Company contribute such amountto the Plan on their behalf). Pre-tax contributions are subject to certainrestrictions under the Puerto Rico Code. Contributions of up to 3% ofcompensation are matched 100% by the Company and the next 3% are matched 50%. Participants'contributions in excess of 6% are not matched. Participants who are eligible employeesare permitted to rollover into the Plan eligible distributions from other plansthat are qualified under Section 1165(a) of the Puerto Rico Code.  Participantsare 100% vested in their after-tax, before-tax, rollover, qualifiednon-elective and matching contributions at all times.

***Participant Accounts***

Each participant'saccount is credited with the participant's contribution, allocations of theCompany's contribution and Plan earnings. Allocations are based on participantearnings or account balances, as defined. Generally, participants areimmediately vested in the full value of their account (i.e., participant's andCompany's contributions).

***Investment Options***

Nonparticipant Directed Fund *--*TheCompany contributes to one fund:

  

 

 

Pfizer Match Fund

--

This fund invests  employer contributions in the common stock of Pfizer Inc. A participant who  has attained both age 55 and completed ten or more years of participation in  the Plan may direct that a certain percentage of assets then in the Pfizer  Match Fund be transferred (up to a total of 25% (in 1% increments) during the  first 5 years of eligibility and up to a total of 50% thereafter in 1%  increments) out of the Pfizer Match Fund into any of the other investment  funds except the Pfizer Company Stock Fund. The fund may invest up to 0.25%  of the fund balance in an S&P 500 index fund for purposes of  liquidity.

   

Participant Directed  Funds -- Each participant in the Plan elects to have his or her contributions  invested in any one or any combination of the following eight investment  funds:

  

 

(a)

Northern Trust Russell  2000 Small Cap Index Fund 

(b)

Northern Trust S&P 500 Equity Stock Index Fund

(c)

Pfizer Company Stock Fund 

(d)

T. Rowe Price Fixed Income Fund

(e)

Fidelity Low Price Stock Fund (1)

(f)

Fidelity Mid Cap Stock Fund

(g)

Capital Guardian International Fund

(h)

Collective Short-Term  Investment Fund

 

 

(1)

Closed to new investors as of July 30, 2004

The trustee of the Plan, BancoPopular de Puerto Rico, and the custodian, Northern Trust Company, also manageinvestments in its sponsored funds and therefore, each is deemed to be arelated party. The Plan's trust agreement provides that any portion of any ofthe investment funds may, pending its permanent investment or distribution, beinvested in short-term investments.  

Effective January 1,2006, the Plan was amended to lower the minimum age requirement fordiversifying Company contributions out of the Pfizer Match Fund from age 55 toage 40, and the ten year participation requirement was eliminated.  Aparticipant who has attained age 40 may diversify up to 25% of their totalunits in the Pfizer Match Fund.  The amount of total units eligible fordiversification increases 25% each 5 years through age 55 whereby theparticipant may diversify 100% of their units in the fund.

 ***Eligibility***

All employees of theCompany who are employed within the Commonwealth of Puerto Rico are eligible toenroll in the Plan on their date of hire. 

***Loans**toParticipants***

Plan participants arepermitted to borrow against their vested account balance. The minimum amount aparticipant may borrow is one thousand dollars and the maximum amount is thelesser of 50% of the vested account balance reduced by any current outstandingloan balance, or fifty thousand dollars, reduced by the highest outstandingloan balance in the preceding 12 months. 

Under the terms of thePlan, loans must be repaid within five years, unless the funds are used topurchase a primary residence. Primary residence loans must be repaid over 6 to 15 yearsat the participant's option. The interest rate on all loans is based on theprime rate (7.25% and 5.25% at December 31, 2005 and 2004, respectively), asdefined, plus 1%. Interest paid by the participant is credited to theparticipant's account. Interest income from participant loans is recorded bythe Trustee as earned in the nonparticipant and participant directed funds inthe same proportion as the original loan issuance.

***Benefit Payments***

Upon separation fromservice, retirement or disability, a participant is entitled to receive thefull value of the account balance in the form of a lump sum distribution. Aparticipant generally may elect to receive his account balance at any time upto the later of 13 months after termination or age 65, subject to theprovisions of the Plan. In the event of a participant's death, a spousebeneficiary generally may elect payment at any time or defer payments until thelater of 13 months from the date of death or when the participant wouldhave reached age 65.  A nonspouse beneficiary generally may defer payment upuntil 13 months from the date of the participant's death.

***In-Service Withdrawals***

Participants in the Planmay make withdrawals from their account balances subject to the provisions ofthe Plan. 

***Plan Termination***

The Plan Sponsor and theParent expect to continue the Plan indefinitely, but reserve the right toamend, suspend or discontinue it in whole or in part at any time by action ofthe Plan Sponsor's Board of Directors or the Board of Directors of the Parentor the authorized designee(s) of either of them. In the event of termination ofthe Plan, each participant shall be entitled to the full value of his or heraccount balance as though he or she had retired as of the date of suchtermination. No part of the invested assets established pursuant to the Planwill at any time revert to the Company, except as otherwise permitted underERISA.

 **2.     Summaryof Significant Accounting Policies**

***Basis of Accounting***

The financial statementsof the Plan are prepared on the accrual basis of accounting. 

***Use of Estimates***

The preparation offinancial statements in conformity with accounting principles generallyaccepted in the United States of America requires Plan management to makeestimates and assumptions that affect the reported amounts of assets at thedate of the financial statements, the reported amounts of increases anddecreases to net assets during the reporting period. Actual results coulddiffer from those estimates.

***Investment******Valuation***

Pfizer Inc. common stockis valued at the closing market price on the last business day of the year. Collectivetrust funds and mutual funds are recorded at fair value based on the closingmarket prices obtained from national exchanges of the underlying investments ofthe respective fund as of the last business day of the year. Loans toparticipants, which are subject to various interest rates, and short-term maturities,are recorded at cost which approximates fair value. 

***Risks******and****Uncertainties***

Investment securities,including Pfizer Inc common stock, are exposed to various risks, such asinterest rate, market and credit risks. Due to the level of risk associatedwith certain investment securities, it is at least reasonably possible thatchanges in their values could occur in the near term and that such changescould materially affect participants' account balances and the amounts reportedin the statements of net assets available for plan benefits.

***Investment Transactions***

Purchases and sales ofsecurities are reflected on a trade-date basis. Dividend income is recorded onthe ex-dividend date. Interest income is recorded as earned.

***Net Appreciation/(Depreciation) in Fair Value of Investments***

The Plan presents in the statementsof changes in net assets available for plan benefits, the net appreciation/(depreciation)in the fair value of its investments which consists of the realized gains andlosses and the unrealized gains and losses on those investments.  Realizedgains and losses on sales of investments represent the difference between thenet proceeds and the cost of the investments (average cost if less than theentire investment is sold).  Unrealized gains and losses of investmentsrepresent the difference between the cost of the investments and their fairvalue at the end of the year.  Additionally, it reflects the reversal of theunrealized gains and losses as of the end of the prior year.*** ***

***Payment of Benefits***

Benefit payments are recorded when paid.

**3.     IncomeTaxes**

The Puerto RicoDepartment of Treasury ("Treasury") has determined by the letterdated October 3, 2005 that the Plan and related trust are designed inaccordance with the applicable sections of the Puerto Rico Code.

The Plan administratorand the Plan's tax counsel believe that the Plan is designed and is currentlybeing operated in material compliance with all of the applicable requirementsof the Puerto Rico Code. Accordingly, no provision has been made for PuertoRico income taxes.

Contributions made to thePlan by the Company, including pre-tax contributions made on the participants'behalf and any appreciation on all funds in the participants' accounts, are nottaxable to the participants under current Puerto Rico income tax law while theseamounts remain in the Plan and the Plan maintains its qualified status.

**4.     Investments**

The following investmentsrepresent 5% or more of the Plan's net assets available for plan benefits. 

 

**December 31,**

(thousands  of dollars)

**2005**

**  **

**2004**

   

 

 

 

Pfizer  Inc common stock*

$45,596

 

$53,526

T.Rowe  Price Fixed Income Fund.

10,677

 

8,928

Fidelity  Low Price Stock Fund 

5,390

 

4,833

Northern  Trust S&P 500 Equity Stock Index Fund

5,413

 

4,724

   

*

Includes 992,463 nonparticipant  directed shares and 962,800 participant directed shares at December 31,  2005 and 960,791 nonparticipant directed shares and 1,029,749 participant  directed shares at December 31, 2004.

**5.      Net Appreciation/(Depreciation) in Fair Value of Investments**

The Plan's investments(including gains and losses on investments sold, as well as held during theyear) appreciated/(depreciated) in value as follows:  

 

**Year-ended December 31,**

(thousands of dollars)

**2005 **

**  **

**2004 **

   

 

 

 

Net  appreciation/(depreciation) in fair value of investments:

 

 

 

Pfizer  Inc common stock

$(7,008)

 

$(16,971)

Mutual  funds 

515 

 

957 

Collective  trust funds

653 

 

453 

 

$(5,840)

 

$(15,561)

   

 

 

 

** 6.     Nonparticipant-directedInvestments**

Information aboutthe net assets and significant components of the changes in net assets relatingto the nonparticipant-directed investments is as follows:

 

**December 31,**

(thousands  of dollars)

**2005**

** **

**2004**

   

** **

**  **

** **

**Net Assets:**

 

 

 

Investments,  at fair value:

 

 

 

Pfizer  Inc common stock

$23,144

 

$25,836

Collective  trust funds

66

 

107

Total  investments

23,210

 

25,943

Receivables:

 

 

 

Employer  contributions

233

 

94

Net  assets available for plan benefits

$23,443

 

$26,037

   

 

**Year-ended December 31,**

(thousands  of dollars)

**2005 **

**  **

**2004 **

  

** **

** **

** **

**Changes in Net Assets:**

 

 

 

Investment(loss)/income:

 

 

 

Net  depreciation in fair value of investments

$(3,447)

 

$(8,057) 

Pfizer  Inc common stock dividends

738 

 

646 

Interest  and dividend income from other investments

85 

 

-- 

Net  investment loss

(2,624)

 

(7,411)

    

 

 

 

Employer  contributions

4,614 

 

4,770 

Benefits  paid to participants

(4,905)

 

(4,659)

Loan  transaction transfers, net

458 

 

(18)

Transfers  out of the plan, net

(137)

 

(99)

Net  decrease

(2,594)

 

(7,417)

Net  assets available for plan benefits:

 

 

 

Beginning  of year

26,037 

 

33,454 

End  of year

$23,443 

 

$26,037 

** **

** **

**PFIZER SAVINGS PLANFOR EMPLOYEES RESIDENT IN PUERTO RICOSCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) December 31, 2005(thousands of dollars)**

 

** **

**Interest   Rate**

**Maturity   Date**

**Number   of   Shares or   Units**

**  **

**Cost**

**Fair   Value**

   

 

 

 

 

 

 

**Nonparticipant  Directed**

 

 

 

 

 

 

Pfizer Inc* common stock

--

--

992,463

 

$17,698

$23,144

Northern Trust*  S&P 500 Equity Stock Index Fund

--

--

20

 

66

66

**Total  nonparticipant-directed investments**

 

 

 

** **

**$17,764**

**$23,210**

   

 

 

 

 

 

 

**Participant  Directed**

 

 

 

 

 

 

Pfizer Inc*  common stock

--

--

962,800

 

$20,521

$22,452

   

 

 

 

 

 

 

Collective  trust  funds:

 

 

 

 

 

 

Northern Trust*S&P  500 Equity Stock Index Fund

--

--

1,613

 

4,409

5,347

Northern  Trust*Russell 2000 Small Cap Index Fund

--

--

463

 

344

361

T.Rowe Price  Fixed Income Fund

--

--

10,676,640

 

10,677

10,677

Collective  Short-Term Investment Fund

--

--

13

 

13

13

Capital Guardian  International Fund

--

--

141,589

 

1,455

1,583

Total collective trust funds****

 

 

 

 

16,898

17,981

 

 

 

 

 

 

 

Mutual funds:

 

 

 

  

 

 

Fidelity Mid Cap Stock  Fund

--

--

84,354

 

1,975

2,241

Fidelity Low  Price Stock Fund

--

--

131,974

 

4,753

5,390

Total mutual  funds

** **

** **

** **

 

6,728

7,631

**   **

** **

** **

** **

** **

** **

** **

**Total  Participant Directed**

** **

** **

** **

** **

**$44,147**

**$48,064**

   

 

Jan 2002 to

 

 

 

 

**Loans  to Participants (1,628 loans)**

4.25% to 7.75%

Oct. 2020

** **

 

$5,252

$5,252

   

 

 

 

 

 

 

**Total**

** **

** **

** **

** **

**$67,163**

**$76,526**

   

* Party-in-interest as defined by ERISA

 

See accompanying reportof independent registered public accounting firm.

**   PFIZER SAVINGS PLAN FOR EMPLOYEES RESIDENT IN PUERTO RICOSCHEDULE H, LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONSYear Ended December 31, 2005(thousands of dollars)**

** **

**(a)  Identity of  party involved**

** **

**(b)  Description  of asset**

** **

**(c)  Purchase  price**

** **

**(d)  Selling  price**

** **

**(g)  Cost  of asset**

** **

**(h)  Current  value of  asset on  transaction  date**

** **

**(i)  Net gain/  (loss)**

Pfizer Inc*

 

Common stock - 71 purchases

 

$9,697

 

$      --

 

$9,697

 

$9,697

 

$      --

   

 

 

 

 

 

 

 

 

 

 

 

 

Pfizer Inc*

 

Common stock -111 sales

 

$      --

 

$8,983

 

 $8,005

 

$8,983

 

$978

   

 

 

 

 

 

 

 

 

 

 

 

 

   

*

Party-in-interest as defined by ERISA

**   **

See accompanying reportof independent registered public accounting firm.

** **

**SIGNATURE**

 

**ThePlan.**  Pursuantto the requirements of the Securities Exchange Act of 1934, the members of theSavings Plan Committee have duly caused this annual report to be signed on itsbehalf by the undersigned thereunto duly authorized.

 

PFIZER SAVINGS PLAN FOR  EMPLOYEES RESIDENT IN PUERTO RICO

   

By:  /s/  Richard A. Passov

   

   

Richard A. Passov

*Chair,  Savings Plan Committee*

 

Date:  June 29,2006

 

**EXHIBIT 23**

**CONSENTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

** **

To the Savings Plan Committee   Pfizer Savings Plan for   Employees Resident in Puerto Rico:

 

 

Weconsent to the incorporation by reference in the Registration Statement on FormS-8 dated November 18, 1991 (File No. 33-44053) of our report dated June 29,2006, with respect to the statements of net assets available for plan benefitsof the Pfizer Savings Plan for Employees Resident in Puerto Rico as of December31, 2005 and 2004, the related statements of changes in net assets availablefor plan benefits for the years then ended, and the related supplemental Schedule H, line 4i -Schedule of Assets (Held at End of Year) as of December 31, 2005 and ScheduleH, line 4j - Schedule of Reportable Transactions for the year ended December31, 2005, which report appears in theDecember 31, 2005, annual report on Form 11-K of the Pfizer Savings Plan forEmployees Resident in Puerto Rico.

 

 

 

San Juan, Puerto RicoJune 29, 2006

  |