Company Name: Pfizer Inc.
Public Availability Date: January 10, 2008

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

January 9, 2008

VIA HAND DELIVERY

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Re: Withdrawal of No-Action Letter Request Regarding the Shareholder Proposal of the Free Enterprise Action Fund Exchange Act of 1934Rule 14a-8

Dear Ladies and Gentlemen:

In a letter dated December 21, 2007, we requested that the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the "Staff") concur that Pfizer Inc. ("Pfizer") could properly exclude from its proxy materials for its 2008 Annual Meeting of Shareholders a shareholder proposal and statements in support thereof (the "Proposal") received from the Free Enterprise Action Fund (the "Proponent").

Enclosed is a letter from Steven J. Milloy, the Proponent's representative, to Pfizer dated January 3, 2008, stating that the Proponent voluntarily withdraws the Proposal. See Exhibit A. In reliance on this letter, we hereby withdraw the December 21, 2007, no-action request relating to Pfizer's ability to exclude the Proposal pursuant to Rule 14a-8 under the Securities Exchange Act of 1934.

If we can be of any further assistance in this matter, please do not hesitate to call me at (212) 733-4802.

Sincerely,

/s/

Margaret M. Foran

Enclosures

cc: Steven J. Milloy, Free Enterprise Action Fund

[INQUIRY LETTER]

December 21, 2007

VIA HAND DELIVERY

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Re: Shareholder Proposal of the Free Enterprise Action Fund Exchange Act of 1934Rule 14a-8

Dear Ladies and Gentlemen:

This letter is to inform you that Pfizer Inc. ("Pfizer") intends to omit from its proxy statement and form of proxy for its 2008 Annual Meeting of Shareholders (collectively, the "2008 Proxy Materials") a shareholder proposal (the "Proposal") and statements in support thereof received from the Free Enterprise Action Fund (the "Proponent").

Pursuant to Rule 14a-8(j), we have:

enclosed herewith six (6) copies of this letter and its attachments;

filed this letter with the Securities and Exchange Commission (the "Commission") no later than eighty (80) calendar days before Pfizer intends to file its definitive 2008 Proxy Materials with the Commission; and

concurrently sent copies of this correspondence to the Proponent.

Rule 14a-8(k) provides that shareholder proponents are required to send companies a copy of any correspondence that the proponents elect to submit to the Commission or the staff of the Division of Corporation Finance (the "Staff"). Accordingly, we are taking this opportunity to inform the Proponent that if the Proponent elects to submit additional correspondence to the Commission or the Staff with respect to the Proposal, a copy of that correspondence should concurrently be furnished to the undersigned on behalf of Pfizer pursuant to Rule 14a-8(k).

THE PROPOSAL

The Proposal requests that Pfizer provide a report, updated semi-annually, disclosing Pfizer's: (i) "[p]olicies and procedures for political contributions (both direct and indirect) made with corporate funds;" and (ii) "[m]onetary and non-monetary contributions to political candidates, political parties, political committees and other political entities organized and operating under 26 USC Sec. 527 of the Internal Revenue Code ...." The Proposal further requests that the report include: (a) "[a]n accounting of [Pfizer's] funds contributed to any of the organizations described above;" (b) "[i]dentification of the person or persons [at Pfizer] who participated in making the decisions to contribute;" and (c) "[t]he internal guidelines or policies, if any, governing [Pfizer's] political contributions." The Proposal also requests that the report be presented to Pfizer's Audit Committee "or other relevant oversight committee" and posted on its website. A copy of the Proposal, as well as related correspondence with the Proponent, is attached to this letter as Exhibit A.

BASIS FOR EXCLUSION

We hereby respectfully request that the Staff concur in our view that the Proposal may be excluded from the 2008 Proxy Materials pursuant to Rule 14a-8(i)(10) because Pfizer has substantially implemented the Proposal.

Alternatively, if the Staff does not concur that the Proposal may be excluded under Rule 14a-8(i)(10), we request the Staff's concurrence that a portion of the supporting statement may be excluded pursuant to Rule 14a-8(i)(3) because it is irrelevant to consideration of the subject matter of the Proposal, materially misleading to the shareholders, and it impugns character and alleges improper or illegal conduct, all in violation of Rule 14a-9.

ANALYSIS

I. The Proposal May Be Excluded under Rule 14a-8(i)(10) Because It Has Been Substantially Implemented.

A. Background.

Rule 14a-8(i)(10) permits a company to exclude a shareholder proposal if the company has substantially implemented the proposal. The Commission stated in 1976 that the predecessor to Rule 14a-8(i)(10) was "designed to avoid the possibility of shareholders having to consider matters which have already been favorably acted upon by the management." Exchange Act Release No. 12598 (July 7, 1976). The Commission has refined Rule 14a-8(i)(10) over the years. In the 1983 amendments to the proxy rules, the Commission indicated:

In the past, the [S]taff has permitted the exclusion of proposals under Rule 14a-8(c)(10) only in those cases where the action requested by the proposal has been fully effected. The Commission proposed an interpretative change to permit the omission of proposals that have been "substantially implemented by the issuer." While the new interpretative position will add more subjectivity to the application of the provision, the Commission has determined the previous formalistic application of this provision defeated its purpose.

Exchange Act Release No. 20091, at Section II.E.6. (Aug. 16, 1983) (the "1983 Release").

The 1998 amendments to the proxy rules, which implemented the current Rule 14a-8(i)(10), reaffirmed this position. See Exchange Act Release No. 40018 at n.30 and accompanying text (May 21, 1998). Consequently, as noted in the 1983 Release, in order to be excludable under Rule 14a-8(i)(10), a shareholder proposal need only be "substantially implemented," not "fully effected."

The Staff has stated "a determination that the company has substantially implemented the proposal depends upon whether [the company's] particular policies, practices and procedures compare favorably with the guidelines of the proposal." Texaco Inc. (avail. Mar. 28, 1991). In other words, Rule 14a-8(i)(10) permits exclusion of a shareholder proposal when a company has implemented the essential objective of the proposal, even where the manner by which a company implements a proposal does not precisely correspond to the actions sought by a shareholder proponent. See, e.g., AMR Corp. (avail. Apr. 17, 2000) (permitting exclusion of a proposal concerning director independence where the company had already implemented a director independence policy); Masco Corp. (avail. Mar. 29, 1999) (permitting exclusion of a proposal upon notice that the company had already adopted a very similar resolution); Erie Indemnity Co. (avail. Mar. 15, 1999) (permitting exclusion of a proposal to make the company's conflict of interests policy applicable to gifts to directors where the company had adopted a resolution barring acceptance of gifts of greater than nominal value).

For consideration in Pfizer's 2006 proxy materials, the Teamster General Fund submitted a proposal requesting, among other things, the disclosure of "contributions to ... entities organized and operating under 26 USC Sec. 527" and trade association dues which were used for political purposes. In its letter denying Pfizer's no-action request, the Staff indicated that it could not concur that the proposal had been substantially implemented because Pfizer had not addressed the trade association element of the proposal. See Pfizer Inc. (recon.) (avail. Mar. 2, 2006), attached hereto as Exhibit C. Thus, the Staff appeared to recognize that Pfizer had substantially implemented all other aspects of the proposal. The proposal of the Teamster General Fund was included in Pfizer's 2006 proxy materials, but failed to received a majority of shareholder votes.

The Calvert Fund, Ltd. submitted a proposal similar to that of the Teamster General Fund the following year, but withdrew it after reaching agreement with Pfizer on the disclosure of trade association dues. As is now reflected in Pfizer's political contribution policies and semi-annual report described below, Pfizer requests that trade associations, to which Pfizer has contributed $100,000 or more to in a given year, provide Pfizer with information on the portion of dues used in political activities. This information is included in the semi-annual report, described below, which is published on Pfizer's website.

B. Pfizer's Political Contributions Disclosure Policy.

Pfizer's policy on the disclosure of political contributions is published on Pfizer's website (identified as "Corporate Procedure for Political Contributions by Pfizer Inc.") at http://www.pfizer.com/about/corporate governance/political action committee report.jsp (the "Political Disclosure Policy"), and is attached to this letter as Exhibit D. Section D of the Political Disclosure Policy, relating to corporate political activity reporting, provides as follows:

Semi-annual report to shareholders: All federal and state contributions and expenditures made by the company shall be disclosed semi-annually on the Pfizer Inc[.] website. For the purpose of this paragraph, the words "contributions" and "expenditures" shall include direct and indirect monetary contributions to candidates, as defined by 26 U.S.C. 162(e)(1)(B), and contributions to political committees, ballot measures and political parties.

Effective in 2007, Pfizer will request trade associations that received from Pfizer total payments of $100,000 or more in a given year to report the portion of Pfizer dues or payments used for expenditures or contributions that if made directly by Pfizer would not be deductible under 162(e)(1)(B) of the Internal Revenue Code. The company will disclose such information received from such trade associations semi-annually on the Pfizer Inc. website. The first disclosure report will cover activity from January 1, 2007 to June 30, 2007.

This report shall also include company policies and procedures related to political contributions and expenditures.

Prior to publication, the report shall be presented to the Board of Directors.

The semi-annual report detailing Pfizer's political contributions is published on Pfizer's website along with the Political Disclosure Policy (identified as "Pfizer PAC & Corporate Political Contributions Report: January - June 2007 Update") at http://www.pfizer.com/about/corporate_governance/political_action_committee_report.jsp (the "Pfizer Report"), and the most recent such report is attached to this letter as Exhibit D. The Pfizer Report details, by recipient and amount, Pfizer Political Action Committee and Pfizer Inc. contributions to entities organized and operating under 26 U.S.C. 527 (identified as "political committees" in the Political Disclosure Policy), corporate contributions made in state and local elections and certain contributions to trade associations. The Pfizer Report also identifies, by name and title, each member of the Political Contributions Policy Committee and Pfizer PAC Steering Committee, the two committees that make political contribution decisions.

Thus, as discussed in more detail below, we believe that Pfizer has addressed the essential objectives of the Proposal, and the Proposal may therefore be properly omitted from the 2008 Proxy Materials as substantially implemented.

C. Analysis.

Pursuant to Rule 14a-8(i)(10), a company may exclude a shareholder proposal if the company has substantially implemented the essential objective of the proposal. When a company can demonstrate that it has already adopted policies or taken actions that address the shareholder proposal, the Staff has concurred that the proposal has been "substantially implemented" and may be excluded as moot. See, e.g., Anheuser-Busch Cos., Inc. (avail. Jan. 17, 2007) (concurring that a proposal for board declassification was substantially implemented by an amendment to the charter which required the same); ConAgra Foods, Inc. (avail. Jul. 3, 2006) (concurring that a proposal for issuance of a sustainability report was substantially implemented by the publishing of a sustainability report on the company website); Johnson & Johnson (avail. Feb. 17, 2006) (concurring that a proposal concerning the hiring of illegal aliens was substantially implemented by a federal law with which the company complied); Albertson's, Inc. (avail. Mar. 23, 2005) (concurring that a proposal for issuance of a sustainability report was substantially implemented by the publishing of a sustainability report on the company website); Intel Corp. (avail. Feb. 14, 2005) (concurring that a proposal for the adoption of a stock option expensing policy was substantially implemented by adoption of Financial Accounting Standards Board's Statement 123(R), requiring the expensing of stock options); The Gap, Inc. (avail. Mar. 16, 2001) (concurring that a proposal requesting a report on the child labor practices of the company's vendors was substantially implemented by the adoption of a code of vendor conduct, the monitoring of vendor compliance and the publishing of related information, despite the fact that the company's report did not provide all the information sought by the proposal); Nordstrom, Inc. (avail. Feb. 8, 1995) (concurring that a proposal requesting a report to shareholders on Nordstrom's relationship with suppliers and a commitment to regular inspections was substantially implemented by existing company guidelines and a press release, even though the guidelines did not commit the company to conduct regular or random inspections to ensure compliance).

The Proposal seeks a semi-annual report, presented to Pfizer's Audit Committee "or other relevant oversight board and posted on [Pfizer's] website," disclosing Pfizer's policies and procedures for political contributions, and with respect to monetary and non-monetary contributions to political candidates, parties and committees and other entities organized and operating under 26 U.S.C. 527, an accounting of Pfizer's contributions, the identities of the Pfizer personnel who make contribution decisions, and the internal guidelines and policies governing political contributions.

As demonstrated in the chart attached to this letter as Exhibit B, the Pfizer Report and Political Disclosure Policy "substantially implement" each element of the Proposal. The Pfizer Report is published semi-annually on the Pfizer website after it has been presented to the Board of Directors. Pursuant to the Political Disclcsure Policy, the Pfizer Report is prefaced by Pfizer's political contribution policies and procedures. With respect to contributions to political candidates, political parties, political committees, entities organized under 26 U.S.C. 527 (identified as "political committees" in the Political Disclosure Policy), and certain trade association contributions, the Pfizer Report includes: (a) a detailed accounting of contributions, by amount and name of the recipient; and (b) the name and title of each member of the two committees responsible for making political contributions decisions. The internal guidelines and policies governing political contributions are published in the Political Disclosure Policy, available on the same Corporate Governance webpage as is used to access the Pfizer Report.

Accordingly, we believe that Pfizer's existing policies and semi-annual report on corporate political contributions address each element of the Proposal, and, therefore, the Proposal is excludable under Rule 14a-8(i)(10) as having been substantially implemented.

II. A Portion of the Supporting Statement May Be Excluded under Rule 14a-8(i)(3) Because It Is Irrelevant, Materially Misleading, Impugns Character and Makes an Unfounded Charge of Improper or Illegal Conduct.

Should the Staff not concur that the Proposal is excludable under Rule 14a-8(i)(10) as set forth above, we respectfully request that the Staff concur in the exclusion of a portion of the supporting statement in accordance with Rule 14a-8(i)(3).

A. Background.

Rule 14a-8(i)(3) permits the exclusion or revision of a shareholder proposal or supporting statement if the proposal or supporting statement is contrary to any of the Commission's proxy rules or regulations (including Rule 14a-9, which prohibits materially false or misleading statements). In Staff Legal Bulletin No. 14B (Sept. 15, 2004) ("SLB 14B"), the Staff clarified its views regarding when modification or exclusion of a shareholder proposal or supporting statement is appropriate under Rules 14a-8(i)(3) and 14a-9. Specifically, modification or exclusion is appropriate when, among other things:

substantial portions of the supporting statement are irrelevant to a consideration of the subject matter of the proposal, such that there is a strong likelihood that a reasonable shareholder would be uncertain as to the matter on which she is being asked to vote;

the company demonstrates objectively that a factual statement is materially false or misleading; or

statements directly or indirectly impugn character, integrity, or personal reputation, or directly or indirectly make charges concerning improper, illegal or immoral conduct or association, without factual foundation.

While the Staff has established a high standard for exclusion of statements under Rule 14a-8(i)(3) in recent years, we believe that the following portion of the supporting statement (the "Portion") meets this standard and accordingly should be excluded:

Pfizer CEO Jeff Kindler, for example, donated $2,300 to the "Hilary Clinton for President" campaign in April 2007. Hillary Clinton is a proponent of various public policies that may be inimical to Pfizer, including nationalized healthcare.

B. Analysis.

We believe that the Portion is fully excludable under Rule 14a-8(i)(3) for containing statements (1) that are irrelevant to the subject matter of the Proposal, (2) that are materially misleading to the shareholders, and (3) that impugn character and make an unfounded charge of improper or illegal conduct.

1. Irrelevant.

The Portion may be excluded as wholly unrelated and "irrelevant to the subject matter of" the Proposal. See Staff Legal Bulletin No. 14 (July 13, 2001). See, e.g., Bob Evans Farms, Inc. (avail. Jun. 26, 2006) (permitting exclusion of portions of a supporting statement that listed the five largest shareholders of the company as irrelevant to a proposal on declassifying the company's board of directors); Exxon Mobil Corp. (avail. Mar. 27, 2002) (permitting exclusion of portions of the supporting statement discussing global warming as irrelevant to a proposal on executive compensation); Freeport-McMoRan Copper & Gold Inc. (avail. Feb. 22, 1999) (proposal excludable unless revised by the proponent to delete discussion of a Wall Street Journal article regarding alleged conduct by the company's chairman and directors that was irrelevant to the proposal's subject matter). The Proposal concerns corporate political contributions made by Pfizer. The Proposal has nothing to do with the personal political contributions of Mr. Kindler or any other Pfizer employee. In this regard, Federal Election Commission Regulations specifically prohibit corporations from "[u]sing coercion ... to urge any individual to make a contribution ... on behalf of a candidate or political committee." See 11 C.F.R. 114.2(f)2(iv). Any report on Pfizer employees' personal political contributions could be deemed a form of coercion intended to intimidate employees into supporting candidates who are agreeable to Pfizer. Further, Pfizer has a policy that prohibits employees from using company property or equipment for personal political activities. See Political Disclosure Policy; see also Summary of Pfizer Policies on Business Conduct, at 36, available under "Business Conduct and Ethics" in the Corporate Governance section of Pfizer's website.

Equally irrelevant is the assertion that Senator Hillary Clinton may threaten the well-being of Pfizer. The Proposal requests a report on "monetary and non-monetary contributions," irrespective of political candidate, political party or healthcare policy. Invoking any particular candidate or party is irrelevant to a Proposal concerning only the reporting of political contributions.

2. Materially Misleading.

The Portion may be excluded as materially misleading to shareholders because it suggests that the Proposal concerns Pfizer employees' personal contributions and Pfizer's discretion in making corporate contributions. See U.S. Bancorp (avail. Jan. 27, 2003) (excluding statements concerning board conduct as misleading in a proposal on voting percentage thresholds); Boise Cascade Corp. (avail. Jan. 23, 2001) (excluding statements concerning board conduct as misleading in a proposal to separate the offices of CEO and chairman). The Proponent's reference to Pfizer Chief Executive Officer Jeff Kindler's personal political contribution creates "a strong likelihood that a reasonable shareholder would be uncertain as to the matter on which she is being asked to vote." SLB 14B. Discussion of Mr. Kindler's personal contribution suggests that if the Proposal were passed, shareholders would be entitled to a report that details the personal political activities of Pfizer employees, which would not be the case under the Proposal, and, as noted above, might very well be prohibited by law.

3. Impugning Character and Charges of Improper or Illegal Conduct.

The Portion may be excluded because it indirectly impugns the character of Pfizer's Chief Executive Officer and makes the unfounded charge the he has engaged in improper or illegal activity. See CCBT Bancorp, Inc. (avail. Apr. 20, 1999) (excluding a statement concerning the directors' alleged breach of fiduciary duty as an unfounded charge of improper or illegal conduct). The paragraph immediately preceding the Portion states, "Absent a system of accountability, we believe that corporate executives may be free to use [Pfizer's] assets for political objectives that are not shared by and may be harmful to the interests of the Company and its shareholders." What follows is the Portion's description of Mr. Kindler's political campaign contribution. The implication is that Mr. Kindler has improperly used Pfizer's assets, while, in fact, any political contributions made by a Pfizer employee must be made out of the employee's personal funds.

For the reasons explained above, the Portion is irrelevant to the subject matter of the Proposal, would serve to materially mislead the shareholders, impugns character and makes an unfounded charge of improper or illegal conduct. See SLB 14B. Therefore, if the Staff determines that omission of the Proposal in its entirety is not warranted under Rule 14a-8(i)(10), we believe that the Staff should concur that the Portion discussed above can be omitted in its entirety pursuant to Rule 14a-8(i)(3).

CONCLUSION

Based upon the foregoing analysis, we respectfully request that the Staff take no action if Pfizer excludes the Proposal from the 2008 Proxy Materials in reliance on Rule 14a-8(i)(10). Alternatively, we respectfully request that the Staff take no action if Pfizer excludes the Portion from the 2008 Proxy Materials in reliance on Rule 14a-8(i)(3). We would be happy to provide you with any additional information and answer any questions that you may have regarding this subject. In addition, Pfizer agrees to promptly forward to the Proponent any response from the Staff to this no-action request that the Staff transmits by facsimile to Pfizer only.

If we can be of any further assistance in this matter, please do not hesitate to call me at (212) 733-4802.

Sincerely,

/s/

Margaret M. Foran

Enclosures

cc: Steven J. Milloy, Free Enterprise Action Fund

[INQUIRY LETTER]

BY FAX

November 13, 2007

Margaret M. Foran
Senior Vice President-Corporate Governance & Associate General Counsel and Corporate Secretary
235 East 42nd Street
New York, NY 10017-5755

Dear Ms. Foran:

I hereby submit the enclosed shareholder proposal ("Proposal") for inclusion in the Pfizer (the "Company") proxy statement to be circulated to Company shareholders in conjunction with the next annual meeting of shareholders. The Proposal is submitted under Rule 14(a)-8 (Proposals of Security Holders) of the U.S. Securities and Exchange Commission's proxy regulations.

The Free Enterprise Action Fund ("FEAOX") is the beneficial owner of approximately 6270 shares of the Company's common stock, 3854 shares of which have been held continuously for more than a year prior to this date of submission. The FEAOX intends to hold the shares through the date of the Company's next annual meeting of shareholders. The record holder's appropriate verification of the FEAOX's beneficial ownership will follow.

The FEAOX's designated representatives on this matter are Mr. Steven J. Milloy and Dr. Thomas J. Borelli, both of Action Fund Management, LLC, 12309 Briarbush Lane, Potomac, MD 20854. Action Fund Management, LLC is the investment adviser to the FEAOX. Either Mr. Milloy or Dr. Borelli will present the Proposal for consideration at the annual meeting of shareholders.

If you have any questions or wish to discuss the Proposal, please contact Mr. Milloy at 301-258-2852. Copies of correspondence or a request for a "no-action" letter should be forwarded to Mr. Milloy c/o Action Fund Management, LLC, 12309 Briarbush Lane, Potomac, MD 20854.

Sincerely,

/s/

Steven J. Milloy
Managing Partner
Investment Adviser to the FEAOX, Owner of Pfizer Common Stock

Attachment: Shareholder Proposal: Political Contributions Report

Political Contributions

Resolved, that the shareholders hereby request that the Company provide a report, updated semi-annually, disclosing the Company's:

1. Policies and procedures for political contributions (both direct and indirect) made with corporate funds.

2. Monetary and non-monetary contributions to political candidates, political parties, political committees and other political entities organized and operating under 26 USC Sec. 527 of the Internal Revenue Code including the following:

a. An accounting of the Company's funds contributed to any of the organizations described above;

b. Identification of the person or persons in the Company who participated in making the decisions to contribute; and,

c. The internal guidelines or policies, if any, governing the Company's political contributions.

This report should be presented to the Board of Directors' Audit Committee or other relevant oversight committee, and posted on the Company's website.

Supporting Statement

As long-term shareholders of Pfizer, we support policies that apply transparency and accountability to corporate political giving.

Absent a system of accountability, we believe that corporate executives may be free to use the Company's assets for political objectives that are not shared by and may be harmful to the interests of the Company and its shareholders. We are concerned that there is currently no single source of information that provides all of the information sought by this resolution.

Pfizer CEO Jeff Kindler, for example, donated $2,300 to the "Hillary Clinton for President" campaign in April 2007. Hillary Clinton is a proponent of various public policies that may be inimical to Pfizer, including nationalized healthcare.

While Company employees are free to support the political candidates of their choice, shareholders want to know whether Company employees may be using their official positions and corporate assets to advance personal political goals that may ultimately harm shareholder value.

[STAFF REPLY LETTER]

January 10, 2008

Margaret M. Foran
Senior Vice President-Corporate Governance, Associate General Counsel & Corporate Secretary
Legal Division
Pfizer Inc.
235 East 42nd Street
New York, NY 10017-5755

Re: Pfizer Inc.

Dear Ms. Foran:

This is in regard to your letter dated January 9, 2008 concerning the shareholder proposal submitted by the Free Enterprise Action Fund for inclusion in Pfizer's proxy materials for its upcoming annual meeting of security holders. Your letter indicates that the proponent has withdrawn the proposal, and that Pfizer therefore withdraws its December 21, 2007 request for a no-action letter from the Division. Because the matter is now moot, we will have no further comment.

Sincerely,

/s/

William A. Hines
Special Counsel

cc: Steven J. Milloy Managing Partner Action Fund Management, LLC 12309 Briarbush Lane Potomac, MD 20854