AMENDMENT TO THE UPJOHN MANAGEMENT INCENTIVE PROGRAM OF 1992

 1
 
                                                              Exhibit 4.2

                             AMENDMENT TO THE
                UPJOHN MANAGEMENT INCENTIVE PROGRAM OF 1992


            Effective immediately prior to the consummation of the merger

contemplated by the Combination Agreement, dated August 20, 1995, among the

Company, Pharmacia Aktiebolag, Pharmacia & Upjohn, Inc. and Pharmacia &

Upjohn Subsidiary, Inc., Section 7.09(c) of The Upjohn Management Incentive

Program of 1992 is hereby amended by the addition of the paragraph below

immediately following the end of the first sentence thereof:

            Notwithstanding anything in the foregoing to the
      contrary, for purposes of Sections 6.04(k), 6.05(d) and 7.09(a)
      and (b), no change in control shall be deemed to have occurred
      by virtue of the occurrence of any of the following events: 
      (i) the consummation of the merger contemplated by the
      Combination Agreement, dated August 20, 1995, among the
      Company, Pharmacia Aktiebolag ("Pharmacia"), Pharmacia &
      Upjohn, Inc. and Pharmacia & Upjohn Subsidiary, Inc., or any
      other related transaction with Pharmacia (the "Transaction"),
      (ii) any report filed on Form 8-K as a result of the
      Transaction or (iii) any change in the Board of Directors of
      the Company as a result of the Transaction; provided, however,
      that each outstanding Option shall vest and be exercisable
      immediately prior to the effective date of the Transaction
      (other than Options held by officers of the Company subject to
      Section 16 of the Exchange Act, which shall vest and become
      exercisable if the employment of any such officer terminates
      other than for cause, prior to the date the Option becomes
      exercisable in full).