RW

REGISTRATION WITHDRAWAL

Upjohn Inc.

235 East 42nd Street

New York, New York 10017

December 20, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

Attention:

Franklin Wyman

Kevin W. Vaughn

Joseph McCann

Celeste Murphy

Re:

Upjohn Inc.

Withdrawal of Registration Statement on Form 10

Filed October 25, 2019 and amended on December 13, 2019

File No. 000-56114

Ladies and Gentlemen:

On behalf of Upjohn Inc. (the “Company”), we hereby request that the Registration Statement on Form 10-12G, together with all exhibits thereto (File No. 000-56114), originally filed with the Securities and Exchange Commission (the “Commission”) on October 25, 2019, and subsequently amended on December 13, 2019 (as amended, the “Registration Statement”), be withdrawn effective immediately. If not withdrawn, the Registration Statement would automatically become effective on December 24, 2019, pursuant to Section 12(g)(1) of the Securities Exchange Act of 1934, as amended. Following the withdrawal, the Company intends to file a new Registration Statement on Form 10-12G (the “Replacement Registration Statement”) with the Commission. The Replacement Registration Statement will address any further comments that may be received from the staff of the Commission, but is otherwise expected to be identical to the Registration Statement.

Accordingly, we request that the Commission issue an order granting the withdrawal of the Registration Statement effective as of the date hereof or at the earliest practicable date hereafter. Please provide a copy of such order to David K. Lam at dklam@wlrk.com or Gordon S. Moodie at gsmoodie@wlrk.com.