Pfizer

(PFE) - Get Report

said it would acquire

Warner-Lambert

(WLA)

for $90 billion. Warner-Lambert's board is expected today to favor the deal, which would form the largest U.S. pharmaceutical company. The latest agreement axed

American Home Products'

(AHP)

initial plans, announced in November, for a $58 billion merger with Warner-Lambert.

The Pfizer and Warner-Lambert union calls for Pfizer to pay 2.75 shares of its stock for every share of Warner-Lambert at 98.31 a share. According to sources, Warner-Lambert could receive up to 9 of the 15 seats on Pfizer's board.

Mergers, acquisitions and joint ventures

AOL Europe

, a joint venture between

America Online

(AOL)

and

Bertelsmann

, said it made a pact with

Ericsson

(ERICY)

and

Nokia

(NOK) - Get Report

to test and develop Internet-compatible mobile services. AOL Europe also said it would test its WAP gateway for Web-compatible cellphones and SMS messaging and Mail by Phone services with

RTS Wireless

.

Akamai Technologies

(AKAM) - Get Report

said it entered a $2.8 billion stock deal to acquire

InterVu

(ITVU)

. The deal, which values InterVu at $140 a share, calls for Akamai to issue 9.3 million shares for all outstanding shares of InterVu.

Corel

(CORL)

said it would buy

Inprise

(INPR)

in a $2.44 billion stock deal. The terms call for Inprise shareholders to gain 44% control of Corel.

Go2Net

(GNET)

said it entered a three-year deal with

National Discount Brokers

(NDB)

, which would make NBD.com Go2Net's exclusive brokerage service. According to the terms, Go2Net, along with Vulcan Ventures, would invest $30 million in National Discount Brokers with the purchase of 1 million National Discount Brokers shares. Go2Net said it would also get $7.5 million from NBD.com during the deal and its Chairman and CEO Russell Horowitz would take a seat on the National Discount Brokers board.

Kana

(KANA)

said it has agreed to buy

Silknet

(SILK) - Get Report

for $4.2 billion in stock.

Lucent

(LU)

said it would purchase

Ortel

(ORTL)

for $2.95 billion in stock.

Phillips Petroleum

(P)

has agreed to a 50/50 joint chemicals venture with

Chevron

(CHV)

, which would have combined assets of more than $6 billion.

Visual Networks

(VNWK)

said it has agreed to buy

Avesta Tech

in a stock deal valued at $415 million.

Earnings/revenue reports and previews

(

Earnings estimates from First Call/Thomson Financial; earnings reported on a diluted basis unless otherwise specified.

)

Azurix

(AZX)

reported fourth-quarter earnings of 10 cents a share, in line with both the five-analyst estimate and the year-ago report.

AXA Financial

(AXF)

posted fourth-quarter earnings of 71 cents a share, beating the 13-analyst estimate of 66 cents and up from the year-ago 37 cents.

Williams Communications

(WCG) - Get Report

reported a fourth-quarter loss of 16 cents a share, narrower than both the six-analyst estimate of a 26-cent loss and the year-ago 20-cent loss.

Offerings and stock actions

Aurora Biosciences

(ABSC)

said it has agreed to sell 1.8 million shares at 42 a share through a private placement offering.

Group 1 Software

(GSOF)

said it set a 3-for-2 stock split.

First Sentinel

(FSLA)

said it set a 3.8 million-share repurchasing program.

Miscellany

Fidelity Holdings

(FDHG)

said it tapped its president, Doron Cohen, as it new CEO.

For analysis of the market's preopen tone and trends, see the Wake-Up Call, published separately.