AMENDMENT

                                                              [EXHIBIT 99.3.2]


                                 AMENDMENT


   AMENDMENT, dated as of January 16, 1998 (this "Amendment"), to the
International Collaboration Agreement, effective as of June 28, 1996 (the
"Agreement") by and between Xxxxxx-Xxxxxxx Company, a Delaware corporation,
and Pfizer Inc., a Delaware corporation. Capitalized terms not otherwise
defined herein have the meanings set forth in the Agreement.

   WHEREAS, Xxxxxx-Xxxxxxx Company has assigned certain of its rights and
obligations under the Agreement to Xxxxxx-Xxxxxxx Export Limited, a company
organized and existing under the laws of Ireland ("Xxxxxx-Xxxxxxx"), in
accordance with the Assignment and Assumption Agreement dated as of
November 1, 1996; and

   WHEREAS, Pfizer Inc. has assigned certain of its rights and obligations
under the Agreement to Pfizer Overseas Inc., a corporation organized and
existing under the laws of Delaware ("Pfizer") in accordance with an
Assignment effective as of June 28, 1996; and

   WHEREAS, the Agreement has previously been amended by an Amendment
Agreement dated May 27, 1997; and

   WHEREAS, upon this Amendment becoming effective, the parties have agreed
that certain provisions of the Agreement be amended in the manner provided for
in this Amendment;

   NOW, THEREFORE, the parties hereto hereby agree as follows:


                            ARTICLE I -AMENDMENT

   SECTION 1.01.  Amendment of Section 1.01.

   The definition of "Co-Promotion Territory" in Section 1.01 of the
Agreement is hereby amended by adding to the list of countries the
additional countries "Malaysia," "Singapore" and "Vietnam."


                         Article II - MISCELLANEOUS


   Section 2.01. No Other Amendments; Confirmation.  Except as
expressly amended, waived, modified and supplemented hereby, the provisions
of the Agreement, as amended to date, are and shall remain in full force
and effect.

   Section 2.02. Governing Law.  This Amendment shall be governed
by and construed in accordance with the law of the State of New York
other than those provisions governing conflicts of law.

   Section 2.03. Headings.  The headings used in this Amendment
have been inserted for convenience of reference only and do not define or
limit the provisions hereof.

   Section 2.04. Third Party Beneficiaries. None of the provisions of this
Amendment shall be for the benefit of or enforceable by any third party,
including, without limitation, any creditor of either party hereto. No such
third party shall obtain any right under any provision of this Amendment or
shall by reason of any such provision make any claim in respect of any
debt, liability or obligation (or otherwise) against either party hereto.

   IN WITNESS WHEREOF, the parties hereto, by their duly authorized
officers, have executed this Amendment as of the date first
written above.



XXXXXX-XXXXXXX                            PFIZER OVERSEAS INC.
EXPORT LIMITED

By: /s/ Xxxx X. Xxxxx                      By: /s/ Mohand Sidi Said
   -----------------------------              ----------------------------
    Name:  Xxxx X. Xxxxx                      Name:   Xxxxxx Sidi Said
    Title: Managing Director                  Title:  Vice President