August 15, 2024

Margaret M. Madden
Senior Vice President and Corporate Secretary
Pfizer Inc.
66 Hudson Boulevard East
New York, New York 10001-2192

       Re: Pfizer Inc.
           Schedule TO-I filed August 12, 2024
           File No. 005-60005
Dear Margaret M. Madden:

       We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

        Please respond to these comments by providing the requested information
or advise us as
soon as possible when you will respond. If you do not believe our comments
apply to your facts
and circumstances, please tell us why in your response.

       After reviewing your response to these comments, we may have additional
comments.

Schedule TO-I filed August 12, 2024
Summary Term Sheet - Frequently Asked Questions, page 5

1.     We note your statement on page 7 that "the Company reserves the right to
exclude from
       participation in the Modification Offer, any colleague residing, working
and/or subject to
       the laws of any jurisdiction in which participation in the Modification
Offer is not
       permitted or practicable under the laws of such jurisdiction." While you
need not
       disseminate offer materials in jurisdictions where you may not legally
do so, you must
       accept elections to participate from all eligible holders who elect to
participate in the
       Modification Offer. See Rule 13e-4(f)(8)(i) and guidance in Section
II.G.1 of Exchange
       Act Release No. 34-58597 (September 19, 2008). Please revise
accordingly.
Eligible Participants; Eligible PSAs or Eligible TSRUs; the Proposed
Modification; Expiration
and Extension of the Offer., page 17

2.     We note that Eligible Participants include only individuals who "have
been actively
       employed since no later than July 24, 2024," which appears to be
inconsistent with the
 August 15, 2024
Page 2

       requirement of Exchange Act Rule 13e-4(f)(8)(i). Note that if the
Modification Offer is
       made in reliance on the Commission   s March 21, 2001 Global Exemptive
Order, the relief
       from the all-holders requirement provided in the Global Exemptive Order
is intended to
       permit exclusion only for a compensatory purpose. In your response,
please describe the
       compensatory purpose of excluding employees who were not actively
employed on or
       before July 24, 2024, from the Modification Offer or provide your legal
analysis
       explaining why the Modification Offer is consistent with the requirement
of Exchange
       Act Rule 13e-4(f)(8)(i). Alternatively, revise the Modification Offer to
comply
       with Exchange Act Rule 13e-4(f)(8)(i).
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

      Please direct any questions to Laura McKenzie at 202-551-4568 or
Christina Chalk at
202-551-3263.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Mergers &
Acquisitions