SC TO-T/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

COLEY PHARMACEUTICAL GROUP, INC.

(Name of Subject Company (Issuer))

CORVETTE ACQUISITION CORP.

(Offeror)

A Wholly Owned indirect Subsidiary of

PFIZER INC.

(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Common Stock, $ 0.01 par value
(Title of Class of Securities)

19388P106
(CUSIP Number of Class of Securities)

Margaret M. Foran, Esq.
PFIZER Inc.
235 East 42nd Street
New York, NY 10017
Phone (212) 573-2323
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

Scott F. Smith, Esq.
Peter A. Schwartz, Esq.
Covington & Burling LLP
The New York Times Building
620 Eighth Avenue
New York, NY 10018
(212) 841-1056

Transaction Valuation(1)	CALCULATION OF FILING FEE	Amount of Filing Fee(2)
$247,516,336		$7599

(1) Estimated for purposes of calculating the filing fee only. This amount assumes the purchase of a total of 30,939,542 shares of Coley common stock, based on (a) 26,741,697 shares (which represents the number of shares outstanding as of November 23, 2007, the most recent practicable date), (b) 2,524,076 shares subject to stock option grants and (c) 1,673,769 shares subject to outstanding warrants, at a purchase price of $8.00 per share.

(2) The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934 and Fee Rate Advisory #3 for fiscal year 2008, issued September 28, 2007, by multiplying the transaction value by .0000307.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid: $7599	Filing Party: Pfizer Inc.
Form of Registration No.: Schedule TO	Date Filed: November 30, 2007

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ Third-party tender offer subject to Rule 14d-1.

o Issuer tender offer subject to Rule 13e-4.

o Going-private transaction subject to Rule 13e-3.

o Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. o

TABLE OF CONTENTS

	Item 11. Additional Information.
	Item 12. Exhibits.
SIGNATURE
EX-99.A.5.D: PRESS RELEASE

AMENDMENT NO. 1 TO SCHEDULE TO

     This Amendment No. 1 (the “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “Commission”) on November 30, 2007, as amended (the “Schedule TO”) by Pfizer Inc. (“Pfizer”). This Schedule TO relates to the offer (the “Offer”) by Corvette Acquisition Corp., an indirect wholly-owned subsidiary of Pfizer (the “Purchaser”), to purchase all of the outstanding shares of common stock, par value $0.01 per share (including shares subject to vesting or other restrictions, the “Shares”), of Coley Pharmaceutical Group, Inc., a Delaware corporation (“Coley”), at a purchase price of $8.00 per Share net to the seller in cash without interest thereon, less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 30, 2007 (which, together with any amendments and supplements thereto, collectively constitute the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which were filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.

Item 11. Additional Information.

Sections (a)(2) and (a)(3) of Item 11 are hereby amended and supplemented to include the following:

“On December 6, 2007, the FCO (Germany) granted early clearance of the waiting period applicable to the Offer. On December 17, 2007, the waiting period under the HSR Act applicable to the Offer expired.”

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented to include the following:

“(a)(5)(D) Press Release issued by Pfizer on December 18, 2007.”

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

PFIZER INC.
By:	/s/ David Reid
	Name:	David Reid
	Title:	Assistant Secretary
	Date:	December 18, 2007

EX-99.A.5.D

Exhibit (a)(5)(D)

For immediate release:	Pfizer Contacts:
December 18, 2007	Shreya Prudlo (Media)
	(212) 733-4889
	Shreya.prudlo@pfizer.com
	Suzanne Harnett (Investors)
	(212) 733- 8009
	Suzanne.harnett@pfizer.com

PFIZER INC CLEARS ANTITRUST REVIEW FOR ACQUISITION OF ALL OUTSTANDING SHARES OF COLEY PHARMACEUTICAL GROUP, INC.

NEW YORK, NY, December 18, 2007 — Pfizer (NYSE:PFE) announced today that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) has expired, and that it has received clearance from the Federal Cartel Office of Germany (FCO), in each case in connection with its offer to purchase all of the outstanding shares of common stock of Coley Pharmaceutical Group, Inc. (Nasdaq:COLY).

Expiration of the waiting period under the HSR Act and the FCO’s actions satisfy one of the conditions necessary for the consummation of the pending acquisition. The tender offer is scheduled to expire at 12:00 midnight, New York City time, on Friday, December 28, 2007, unless the tender offer is extended. Consummation of the tender offer remains subject to other customary closing conditions, including satisfaction of the minimum tender condition under the Agreement and Plan of Merger entered into by and among Pfizer, Corvette Acquisition Corp., an indirect wholly owned subsidiary of Pfizer, and Coley on November 15, 2007.

As previously announced, Pfizer commenced a tender offer on November 30, 2007 for all of the outstanding shares of Coley’s common stock for $8.00 per share in cash.

Additional Information
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer is being made pursuant to a tender offer statement and related materials. Coley shareholders are advised to read the tender offer statement and related materials filed by Coley and Pfizer with the U.S. Securities and Exchange Commission (the “SEC”). The tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) and the solicitation/recommendation statement filed by Coley and Pfizer with the SEC contain important information which should be read carefully before any decision is made with respect to the offer.

The tender offer statement and related materials may be obtained at no charge by directing a request by mail to Georgeson Inc., 199 Water Street, 26th Floor, New York, NY 10038, or by calling toll-free (800) 546-8249, and may also be obtained at no charge at www.pfizer.com and www.coleypharma.com and the website maintained by the SEC at http://www.sec.gov.

# # # # #

DISCLOSURE NOTICE: The information contained in this release is as of December 18, 2007. Pfizer assumes no obligation to update any forward-looking statements contained in this release as a result of new information or future events or developments.

Some statements in this release may constitute forward-looking statements. Pfizer cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements, including the risk that the tender offer may not be completed or the subsequent merger may not be consummated for various reasons, including the failure to satisfy the conditions precedent to the completion of the acquisition. A description of risks and uncertainties that may affect Pfizer’s results and operations can be found in the Pfizer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and in its reports on Forms 10-Q and 8-K.