UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. _____)*
WARNER CHILCOTT, PLC
(Name of Issuer)
Common Stock, $0.05 par value
(Title of Class of Securities)
934435-207
(CUSIP Number)
Check the following box if a fee is being paid
with this statement [ ]. (A fee is not
required only if the filing person: (1) has a
previous statement on file reporting beneficial
ownership of more than five percent of the class
of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
*The remainder of this cover page shall be
filled out for a reporting person's initial
filing on this form with respect to the subject
class of securities, and for any subsequent
amendment containing information which would
alter the disclosures provided in a prior cover
page.
The information required in the remainder of
this cover page shall not be deemed to be
"filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that
section of the Act but shall be subject to all
other provisions of the Act (however, see the
Notes).
Page 1 of 3 Pages
SCHEDULE 13G
CUSIP No. 934435-207 Page 2 of 3 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
WARNER-LAMBERT COMPANY
22-1598912
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) [ ] (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
5 SOLE VOTING POWER
1,130,158
6 SHARED VOTING POWER
- -0-
7 SOLE DISPOSITIVE POWER
1,130,158
8 SHARED DISPOSITIVE POWER
- -0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,130,158
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
9
9.1%
12 TYPE OF REPORTING PERSON*
CO
Page 2 of 3 Pages
Item 1(a) Name of Issuer: Warner Chilcott, plc
Item 1(b) Address of Issuer's Principal
Executive Offices:
Lincoln House
Lincoln Place
Dublin 2, Ireland
Item 2(a) Name of Person Filing: Warner-Lambert Company
Item 2(b) Address of Principal Business Office:
201 Tabor Road
Morris Plains, New Jersey 07950
Item 2(c) Citizenship: Delaware
Item 2(d) Title of Class of Securities: Common
Item 2(e) CUSIP Number: 52728R 10 2
Item 3 The person filing is: N/A
Item 4 Ownership
(a) Amount Beneficially Owned: 1,130,158
(b) Percent of Class: 9.1%
(c) Number of shares as to which such person
has:
(i) sole power to vote or to direct the vote:
1,130,158
(ii) shared power to vote or to direct the
vote: N/A
(iii) sole power to dispose or to direct the
disposition of: 1,130,158
(iv) shared power to dispose or to direct the
disposition of: N/A
* Represents Ordinary Shares issuable upon
exercise of a warrant which expires on
January 31, 2001.
Item 5 Ownership of Five Percent or Less of a
Class: N/A
Item 6 Ownership of More than Five Percent on
Behalf of Another Person:
N/A
Item 7 Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company: N/A
Item 8 Identification and Classification of
Members of the Group: N/A
Item 9 Notice of Dissolution of Group: N/A
Item 10 Certification
By signing below I certify that, to the
best of my knowledge and belief, the securities
referred to above were acquired in the ordinary
course of business and were not acquired for the
purpose of and do not have the effect of
changing or influencing the control of the
issuer of such securities and were not acquired
in connection with or as a participant in any
transaction having such purposes or effect.
Signature
After reasonable 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.
Date: February 9, 1998
Signature: /s/ Rae Paltiel
Name/Title: Secretary
Page 3 of 3 Pages
