5 1 a34203.htm HAKAN ASTROM

FORM 5

[__] Check box if no longer
      subject to Section 16. Form 4 or Form
      5 obligations may continue.
      See Instruction 1(b).

[__]  Form 3 Holdings Reported
[__]  Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Astrom, Hakan

(Last) (First) (Middle)

100 Route 206 North

(Street)

Peapack, NJ 07977

(City) (State) (Zip)

2. Issuer Name and Ticker
or Trading Symbol

Pharmacia - PHA

3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (Voluntary)

4. Statement for
(Month/Year)

12/2002

5. If Amendment,
Date of Original
(Month/Year)

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

__ Director __ 10% Owner

X Officer (give title below) __ Other (specify below)

Senior Vice President

7. Individual or Joint/Group Reporting

(check applicable line)

_ X _ Form Filed by One Reporting Person

____ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/ Day/ Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at the end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
    Security

3. Transaction
Date (Month/
Day/ Year)

3A. Deemed
      Execution Date,
    if any (Month/
      Day/ Year)

4. Transaction Code
(Instr. 8)

5. Number of
    Derivative
    Securities
    Acquired (A)
    or Disposed of (D)
    (Instr. 3, 4 and 5)

6. Date Exercisable and
Expiration Date
(Month/Day/Year)

7. Title and Amount
    of Underlying
    Securities
    (Instr. 3 and 4)

8. Price of
    Derivative
    Security
    (Instr. 5)

9. Number of
    Derivative
    Securities
    Beneficially
    Owned
    at End of
    Year
    (Instr. 4)

10. Ownership of      Derivative
     Security:
     Direct (D)
     or Indirect (I)
     (Instr. 4)

11. Nature of
      Indirect
      Beneficial
      Ownership
      (Instr. 4)

(A)

(D)

Date
Exercisable

Expiration
Date

Title

Amount or
Number of
Shares

Option (right to buy)

$39.27(1)

01/04/2002

81,887(1)

//(2)

01/04/2012

Common

81,887

ASTROM HAKAN 5