PFIZER INC — Director's Dealing 2009

Jul 2, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PFIZER INC (PFE)
CIK: 0000078003
Period of Report: 2009-07-01

Reporting Person: BURNS M ANTHONY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-07-01	Common Stock	M	27950	—	Acquired	52901.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-07-01	Phantom Stock Units	$	M	27950	Disposed		Common Stock (27950.00)	Direct

Footnotes

F1: As disclosed in the Company's Proxy Statement in connection with its 2009 Annual Meeting of Shareholders, the transactions that are reported in this Form 4 were effected pursuant to an election made by the reporting person in December 2008 under Section 409A of the Internal Revenue Code ("Section 409A"). Section 409A provided a one-time opportunity to accelerate the payment of compensation that had been deferred in 2005 through 2008 (together with any related earnings). The transactions reported herein consist of the acceleration of the payment, in the form of Pfizer common stock, of compensation that had been deferred by the reporting person in 2005 through 2008 (including dividend equivalents thereon) under certain plans for non-employee directors.

F2: Each unit represents one phantom share of common stock.