February 3, 2020

Michael Goettler
President
Upjohn Inc.
235 East 42nd Street
New York, NY 10017

       Re: Upjohn Inc.
           Amendment No. 2 to Registration Statement on Form S-4
           Filed January 21, 2020
           File No. 333-234337

Dear Mr. Goettler:

      We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our January 2,
2020 letter.

Amendment No. 2 to Registration Statement on Form S-4

Background of the Combination, page 95

1.     We note your revised disclosure on page 100 in response to prior comment
2. Please
       further revise the disclosure on page 100 to present a numerical value.
2.     With reference to prior comment 5, please revise the disclosure on page
104 and
       elsewhere in the Background section, as applicable, to clarify when the
parties agreed that
       Pfizer would retain the pre-Distribution taxes attributable to the
Upjohn business. In this
       regard, the disclosure on page 104 suggests that Newco would assume the
$4.9 billion in
       tax payments attributable to Upjohn (as reflected in the pro forma
presentation on page
       270). To the extent that the parties agreed prior to July 26-28 that
Pfizer would retain
       these tax obligations, please revise the July 26-28 entry to quantify
the magnitude of the
 Michael Goettler
Upjohn Inc.
February 3, 2020
Page 2
         pre-Distribution liabilities related to the Upjohn Business that were
at issue during the
         final three days of negotiation. Also, revise the disclosure on page
103 to clarify whether
         Mylan's financial advisors in rendering the joint opinion assumed that
Pfizer would retain
         the pre-Distribution taxes attributable to the Upjohn business and
Newco would assume
         the other pre-Distribution liabilities related to the Upjohn Business
(exclusive of the
         contingent liabilities referenced on page 103).
Golden Parachute Compensation, page 128

3.       With reference to your disclosures on pages 126 and 127, please
provide us an analysis
         explaining why the $10 million award is not presented as Golden
Parachute Compensation
         pursuant to Regulation S-K, Item 402(t). Also, revise the Background
of the Combination
         section to include the discussions/negotiations concerning Mr. Coury's
future
         compensation with Newco.
       You may contact Franklin Wyman at (202) 551-3660 or Kevin Vaughn,
Accounting
Branch Chief, at (202) 551-3494 if you have questions regarding comments on the
financial
statements and related matters. Please contact Joseph McCann at (202) 551-6262
or Celeste
Murphy, Legal Branch Chief, at at (202) 551-3257 with any other questions.



FirstName LastNameMichael Goettler                            Sincerely,
Comapany NameUpjohn Inc.
                                                              Division of
Corporation Finance
February 3, 2020 Page 2                                       Office of Life
Sciences
FirstName LastName