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NOTICE: This opinion is subject to formal revision before publication in the
preliminary print of the United States Reports.  Readers are requested to
notify the Reporter of Decisions, Supreme Court of the United States, Wash-
ington, D.C. 20543, of any typographical or other formal errors, in order that
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SUPREME COURT OF THE UNITED STATES
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No. 90-1038
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THOMAS CIPOLLONE, individually and as executor
of the estate of ROSE D. CIPOLLONE, PETITIONER
v. LIGGETT GROUP, INC., et al.
on writ of certiorari to the united states court of
appeals for the third circuit
[June 24, 1992]

  Justice Stevens delivered the opinion of the Court,
except as to Parts V and VI.
  ``Warning:  The Surgeon General Has Determined
That Cigarette Smoking Is Dangerous to Your
Health.''  A federal statute enacted in 1969 requires that
warning (or a variation thereof) to appear in a conspic-
uous place on every package of cigarettes sold in the
United States.  The questions presented to us by this
case are whether that statute, or its 1965 predecessor
which required a less alarming label, pre-empted peti-
tioner's common law claims against respondent cigarette
manufacturers.
  Petitioner is the son of Rose Cipollone, who began
smoking in 1942 and who died of lung cancer in 1984.  He
claims that respondents are responsible for Rose Cipollone's
death because they breached express warranties contained
in their advertising, because they failed to warn consumers
about the hazards of smoking, because they fraudulently
misrepresented those hazards to consumers, and because
they conspired to deprive the public of medical and scien-
tific information about smoking.  The Court of Appeals
held that petitioner's state law claims were pre-empted by
federal statutes, 893 F. 2d 541 (CA3 1990), and other courts
have agreed with that analysis.  The highest courts of the
States of Minnesota and New Jersey, however, have held
that the federal statutes did not pre-empt similar common
law claims.  Because of the manifest importance of the
issue, we granted certiorari to resolve the conflict, 500 U. S.
--- (1991).  We now reverse in part and affirm in part.

                            I
  On August 1, 1983, Rose Cipollone and her husband filed
a complaint invoking the diversity jurisdiction of the
Federal District Court.  Their complaint alleged that Rose
Cipollone developed lung cancer because she smoked
cigarettes manufactured and sold by the three respondents.
After her death in 1984, her husband filed an amended
complaint.  After trial, he also died; their son, executor of
both estates, now maintains this action.
  Petitioner's third amended complaint alleges several
different bases of recovery, relying on theories of strict
liability, negligence, express warranty, and intentional tort.
These claims, all based on New Jersey law, divide into five
categories.  The ``design defect claims'' allege that respond-
ents' cigarettes were defective because respondents failed to
use a safer alternative design for their products and
because the social value of their product was outweighed by
the dangers it created (Count 2, App. 83-84).  The ``failure
to warn claims'' allege both that the product was ``defective
as a result of [respondents'] failure to provide adequate
warnings of the health consequences of cigarette smoking''
(Count 3, App. 85) and that respondents ``were negligent in
the manner [that] they tested, researched, sold, promoted,
and advertised'' their cigarettes (Count 4, App. 86).  The
``express warranty claims'' allege that respondents had
``expressly warranted that smoking the cigarettes which
they manufactured and sold did not present any significant
health consequences'' (Count 7, App. 88).  The ``fraudulent
misrepresentation claims'' allege that respondents had
wilfully ``through their advertising, attempted to neutralize
the [federally mandated] warnin[g]'' labels (Count 6, App.
87-88), and that they had possessed, but had ``ignored and
failed to act upon'' medical and scientific data indicating
that ``cigarettes were hazardous to the health of consumers''
(Count 8, App. 89).  Finally, the ``conspiracy to defraud
claims'' allege that respondents conspired to deprive the
public of such medical and scientific data (Count 8, App.
89).
  As one of their defenses, respondents contended that the
Federal Cigarette Labeling and Advertising Act, enacted
in 1965, and its successor, the Public Health Cigarette
Smoking Act of 1969, protected them from any liability
based on their conduct after 1965.  In a pretrial ruling, the
District Court concluded that the federal statutes were
intended to establish a uniform warning that would prevail
throughout the country and that would protect cigarette
manufacturers from being ``subjected to varying require-
ments from state to state,'' Cipollone v. Liggett Group, Inc.,
593 F. Supp. 1146, 1148 (NJ 1984), but that the statutes
did not pre-empt common law actions.  Id., at 1153-1170.
Accordingly, the court granted a motion to strike the pre-
emption defense entirely.
  The Court of Appeals accepted an interlocutory appeal
pursuant to 28 U. S. C. 1292(b), and reversed.  Cipollone
v. Liggett Group, Inc., 789 F.2d 181 (CA3 1986).  The court
rejected respondents' contention that the federal Acts
expressly pre-empted common law actions, but accepted
their contention that such actions would conflict with
federal law.  Relying on the statement of purpose in the
statutes, the court concluded that Congress' ``carefully
drawn balance between the purposes of warning the public
of the hazards of cigarette smoking and protecting the
interests of the national economy'' would be upset by state
law damages actions based on noncompliance with ``warn-
ing, advertisement, and promotion obligations other than
those prescribed in the [federal] Act.''  Id., at 187.  Accord-
ingly, the court held:
    ``the Act pre-empts those state law damage[s] actions
    relating to smoking and health that challenge either
    the adequacy of the warning on cigarette packages or
    the propriety of a party's actions with respect to the
    advertising and promotion of cigarettes.  [W]here the
    success of a state law damage[s] claim necessarily
    depends on the assertion that a party bore the duty to
    provide a warning to consumers in addition to the
    warning Congress has required on cigarette packages,
    such claims are pre-empted as conflicting with the Act.''
    Ibid. (footnote omitted).
The court did not, however, identify the specific claims
asserted by petitioner that were pre-empted by the Act.
  This Court denied a petition for certiorari, 479 U. S. 1043
(1987), and the case returned to the District Court for trial.
Complying with the Court of Appeals mandate, the District
Court held that the failure to warn, express warranty,
fraudulent misrepresentation, and conspiracy to defraud
claims were barred to the extent that they relied on
respondents' advertising, promotional, and public relations
activities after January 1, 1966 (the effective date of the
1965 Act).  Cipollone v. Liggett Group, Inc., 649 F. Supp.
664, 669, 673-675 (NJ 1986).  The court also ruled that
while the design defect claims were not pre-empted by
federal law, those claims were barred on other grounds.
Id., at 669-672.  Following extensive discovery and a four-
month trial, the jury answered a series of special interroga-
tories and awarded $400,000 in damages to Rose Cipollone's
husband.  In brief, it rejected all of the fraudulent misrepre-
sentation and conspiracy claims, but found that respondent
Liggett had breached its duty to warn and its express
warranties before 1966.  It found, however, that Rose
Cipollone had ``voluntarily and unreasonably encounter[ed]
a known danger by smoking cigarettes'' and that 80% of the
responsibility for her injuries was attributable to her.  See
893 F.2d, at 554 (summarizing jury findings).  For that
reason, no damages were awarded to her estate.  However,
the jury awarded damages to compensate her husband for
losses caused by respondents' breach of express warranty.
  On cross-appeals from the final judgment, the Court of
Appeals affirmed the District Court's pre-emption rulings
but remanded for a new trial on several issues not relevant
to our decision.  We granted the petition for certiorari to
consider the pre-emptive effect of the federal statutes.

                           II
  Although physicians had suspected a link between
smoking and illness for centuries, the first medical studies
of that connection did not appear until the 1920s.  See U. S.
Dept. of Health and Human Services, Report of the Surgeon
General, Reducing the Health Consequences of Smoking:
25 Years of Progress 5 (1989).  The ensuing decades saw a
wide range of epidemiologic and laboratory studies on the
health hazards of smoking.  Thus, by the time the Surgeon
General convened an advisory committee to examine the
issue in 1962, there were more than 7,000 publications
examining the relationship between smoking and health.
Id., at 5-7.
  In 1964, the advisory committee issued its report, which
stated as its central conclusion:  ``Cigarette smoking is a
health hazard of sufficient importance in the United States
to warrant appropriate remedial action.''  U. S. Dept. of
Health, Education, and Welfare, U. S. Surgeon General's
Advisory Committee, Smoking and Health 33 (1964).
Relying in part on that report, the Federal Trade Commis-
sion (FTC), which had long regulated unfair and deceptive
advertising practices in the cigarette industry, promul-
gated a new trade regulation rule.  That rule, which was to
take effect January 1, 1965, established that it would be a
violation of the Federal Trade Commission Act ``to fail to
disclose, clearly and prominently, in all advertising and on
every pack, box, carton, or container [of cigarettes] that
cigarette smoking is dangerous to health and may cause
death from cancer and other diseases.''  29 Fed. Reg. 8325
(1964).  Several States also moved to regulate the advertis-
ing and labeling of cigarettes.  See, e.g., 1965 N.Y. Laws,
ch.470; see also 111 Cong. Rec. 13900-13902 (1965)
(statement of Sen. Moss).  Upon a congressional request,
the FTC postponed enforcement of its new regulation for six
months.  In July 1965, Congress enacted the Federal
Cigarette Labeling and Advertising Act.  The 1965 Act
effectively adopted half of the FTC's regulation:  the Act
mandated warnings on cigarette packages (5(a)), but
barred the requirement of such warnings in cigarette
advertising (5(b)).
  Section 2 of the Act declares the statute's two purposes:
(1) adequately informing the public that cigarette smoking
may be hazardous to health, and (2) protecting the national
economy from the burden imposed by diverse, nonuniform
and confusing cigarette labeling and advertising regula-
tions.  In furtherance of the first purpose, 4 of the Act
made it unlawful to sell or distribute any cigarettes in the
United States unless the package bore a conspicuous label
stating:  ``Caution:  Cigarette Smoking May Be Hazard-
ous to Your Health.''  In furtherance of the second
purpose, 5, captioned ``Preemption,'' provided in part:
    ``(a)No statement relating to smoking and health,
    other than the statement required by section 4 of this
    Act, shall be required on any cigarette package.
    ``(b)No statement relating to smoking and health shall
    be required in the advertising of any cigarettes the
    packages of which are labeled in conformity with the
    provisions of this Act.''

Although the Act took effect January 1, 1966, 10 of the
Act provided that its provisions affecting the regulation of
advertising would terminate on July 1, 1969.
  As that termination date approached, federal authorities
prepared to issue further regulations on cigarette advertis-
ing.  The FTC announced the reinstitution of its 1964
proceedings concerning a warning requirement for cigarette
advertisements.  34 Fed. Reg. 7917 (1969).  The Federal
Communications Commission (FCC) announced that it
would consider ``a proposed rule which would ban the
broadcast of cigarette commercials by radio and television
stations.''  34 Fed. Reg. 1959 (1969).  State authorities also
prepared to take actions regulating cigarette advertise-
ments.
  It was in this context that Congress enacted the Public
Health Cigarette Smoking Act of 1969, which amended
the 1965 Act in several ways.  First, the 1969 Act strength-
ened the warning label, in part by requiring a statement
that cigarette smoking ``is dangerous'' rather than that it
``may be hazardous.''  Second, the 1969 Act banned cigarette
advertising in ``any medium of electronic communication
subject to [FCC] jurisdiction.''  Third, and related, the 1969
Act modified the pre-emption provision by replacing the
original 5(b) with a provision that reads:
      ``(b)No requirement or prohibition based on smoking
    and health shall be imposed under State law with
    respect to the advertising or promotion of any ciga-
    rettes the packages of which are labeled in conformity
    with the provisions of this Act.''
Although the Act also directed the FTC not to ``take any
action before July 1, 1971, with respect to its pending trade
regulation rule proceeding relating to cigarette advertising,''
the narrowing of the pre-emption provision to prohibit only
restrictions ``imposed under State law'' cleared the way for
the FTC to extend the warning-label requirement to print
advertisements for cigarettes.  The FTC did so in 1972.  See
In re Lorillard, 80 F.T.C. 455 (1972).

                           III
  Article VI of the Constitution provides that the laws of
the United States ``shall be the supreme Law of the Land;
. . . any Thing in the Constitution or Laws of any state to
the Contrary notwithstanding.''  Art. VI, cl. 2.  Thus, since
our decision in McCulloch v. Maryland, 4 Wheat. 316, 427
(1819), it has been settled that state law that conflicts with
federal law is ``without effect.''  Maryland v. Louisiana, 451
U. S. 725, 746 (1981).  Consideration of issues arising under
the Supremacy Clause ``start[s] with the assumption that
the historic police powers of the States [are] not to be
superseded by . . . Federal Act unless that [is] the clear and
manifest purpose of Congress.''  Rice v. Santa Fe Elevator
Corp., 331 U. S. 218, 230 (1947).  Accordingly, ```[t]he
purpose of Congress is the ultimate touchstone''' of pre-
emption analysis.  Malone v. White Motor Corp., 435 U. S.
497, 504 (1978) (quoting Retail Clerks v. Schermerhorn, 375
U. S. 96, 103 (1963)).
  Congress' intent may be ``explicitly stated in the statute's
language or implicitly contained in its structure and
purpose.''  Jones v. Rath Packing Co., 430 U. S. 519, 525
(1977).  In the absence of an express congressional com-
mand, state law is pre-empted if that law actually conflicts
with federal law, see Pacific Gas & Elec. Co. v. Energy
Resources Conservation and Development Comm'n, 461 U. S.
190, 204 (1983), or if federal law so thoroughly occupies a
legislative field ```as to make reasonable the inference that
Congress left no room for the States to supplement it.'''
Fidelity Federal Savings & Loan Assn. v. De la Cuesta, 458
U. S. 141, 153 (1982) (quoting Rice v. Santa Fe Elevator
Corp., 331 U. S., at 230).
  The Court of Appeals was not persuaded that the pre-
emption provision in the 1969 Act encompassed state
common law claims.  789 F.2d, at 185-186.  It was also
not persuaded that the labeling obligation imposed by both
the 1965 and 1969 Acts revealed a congressional intent to
exert exclusive federal control over every aspect of the
relationship between cigarettes and health.  Id., at 186.
Nevertheless, reading the statute as a whole in the light of
the statement of purpose in 2, and considering the
potential regulatory effect of state common law actions on
the federal interest in uniformity, the Court of Appeals
concluded that Congress had impliedly pre-empted petition-
er's claims challenging the adequacy of the warnings on
labels or in advertising or the propriety of respondents'
advertising and promotional activities.  Id., at 187.
  In our opinion, the pre-emptive scope of the 1965 Act and
the 1969 Act is governed entirely by the express language
in 5 of each Act.  When Congress has considered the issue
of pre-emption and has included in the enacted legislation
a provision explicitly addressing that issue, and when that
provision provides a ``reliable indicium of congressional
intent with respect to state authority,'' Malone v. White
Motor Corp., 435 U. S., at 505, ``there is no need to infer
congressional intent to pre-empt state laws from the
substantive provisions'' of the legislation.  California
Federal Savings & Loan Assn. v. Guerra, 479 U. S. 272, 282
(1987) (opinion of Marshall, J.).  Such reasoning is a variant
of the familiar principle of expressio unius est exclusio
alterius: Congress' enactment of a provision defining the
pre-emptive reach of a statute implies that matters beyond
that reach are not pre-empted.  In this case, the other
provisions of the 1965 and 1969 Acts offer no cause to look
beyond 5 of each Act.  Therefore, we need only identify the
domain expressly pre-empted by each of those sections.  As
the 1965 and 1969 provisions differ substantially, we
consider each in turn.

                           IV
  In the 1965 pre-emption provision regarding advertising
(5(b)), Congress spoke precisely and narrowly:  ``No
statement relating to smoking and health shall be required
in the advertising of [properly labeled] cigarettes.''  Section
5(a) used the same phrase (``No statement relating to
smoking and health'') with regard to cigarette labeling.  As
5(a) made clear, that phrase referred to the sort of
warning provided for in 4, which set forth verbatim the
warning Congress determined to be appropriate.  Thus, on
their face, these provisions merely prohibited state and
federal rule-making bodies from mandating particular
cautionary statements on cigarette labels (5(a)) or in
cigarette advertisements (5(b)).
  Beyond the precise words of these provisions, this reading
is appropriate for several reasons.  First, as discussed
above, we must construe these provisions in light of the
presumption against the pre-emption of state police power
regulations.  This presumption reinforces the appropriate-
ness of a narrow reading of 5.  Second, the warning
required in 4 does not by its own effect foreclose additional
obligations imposed under state law.  That Congress
requires a particular warning label does not automatically
pre-empt a regulatory field.  See McDermott v. Wisconsin,
228 U. S. 115, 131-132 (1913).  Third, there is no general,
inherent conflict between federal pre-emption of state
warning requirements and the continued vitality of state
common law damages actions.  For example, in the Compre-
hensive Smokeless Tobacco Health Education Act of
1986, Congress expressly pre-empted State or local
imposition of a ``statement relating to the use of smokeless
tobacco products and health'' but, at the same time,
preserved state law damages actions based on those
products.  See 15 U. S. C. 4406.  All of these consider-
ations indicate that 5 is best read as having superseded
only positive enactments by legislatures or administrative
agencies that mandate particular warning labels.
  This reading comports with the 1965 Act's statement of
purpose, which expressed an intent to avoid ``diverse,
nonuniform, and confusing labeling and advertising
regulations with respect to any relationship between
smoking and health.''  Read against the backdrop of
regulatory activity undertaken by state legislatures and
federal agencies in response to the Surgeon General's
report, the term ``regulation'' most naturally refers to
positive enactments by those bodies, not to common law
damages actions.
  The regulatory context of the 1965 Act also supports such
a reading.  As noted above, a warning requirement promul-
gated by the FTC and other requirements under consider-
ation by the States were the catalyst for passage of the
1965 Act.  These regulatory actions animated the passage
of 5, which reflected Congress' efforts to prevent ``a
multiplicity of State and local regulations pertaining to
labeling of cigarette packages,'' H.R. Rep. No. 89-449, 89th
Cong., 1st Sess., 4 (1965), and to ``pre-empt [all] Federal,
State, and local authorit[ies] from requiring any statement
. . . relating to smoking and health in the advertising of
cigarettes.''  Id., at 5 (emphasis supplied).
  For these reasons, we conclude that 5 of the 1965 Act
only pre-empted state and federal rulemaking bodies from
mandating particular cautionary statements and did not
pre-empt state law damages actions.

                            V
  Compared to its predecessor in the 1965 Act, the plain
language of the pre-emption provision in the 1969 Act is
much broader.  First, the later Act bars not simply ``state-
ments'' but rather ``requirement[s] or prohibition[s] . . . im-
posed under State law.''  Second, the later Act reaches
beyond statements ``in the advertising'' to obligations ``with
respect to the advertising or promotion'' of cigarettes.
  Notwithstanding these substantial differences in lan-
guage, both petitioner and respondents contend that the
1969 Act did not materially alter the pre-emptive scope of
federal law.  Their primary support for this contention is
a sentence in a Committee Report which states that the
1969 amendment ``clarified'' the 1965 version of 5(b).  S.
Rep. No. 91-566, p. 12 (1969).  We reject the parties'
reading as incompatible with the language and origins of
the amendments.  As we noted in another context, ``[i]nfer-
ences from legislative history cannot rest on so slender a
reed.  Moreover, the views of a subsequent Congress form
a hazardous basis for inferring the intent of an earlier one.''
United States v. Price, 361 U. S. 304, 313 (1960).  The 1969
Act worked substantial changes in the law: rewriting the
label warning, banning broadcast advertising, and allowing
the FTC to regulate print advertising.  In the context of
such revisions and in light of the substantial changes in
wording, we cannot accept the parties' claim that the 1969
Act did not alter the reach of 5(b).
  Petitioner next contends that 5(b), however broadened
by the 1969 Act, does not pre-empt common law actions.
He offers two theories for limiting the reach of the amended
5(b).  First, he argues that common law damages actions
do not impose ``requirement[s] or prohibition[s]'' and that
Congress intended only to trump ``state statute[s], injunc-
tion[s], or executive pronouncement[s].''  We disagree;
such an analysis is at odds both with the plain words of
the 1969 Act and with the general understanding of
common law damages actions.  The phrase ``[n]o require-
ment or prohibition'' sweeps broadly and suggests no
distinction between positive enactments and common law;
to the contrary, those words easily encompass obligations
that take the form of common law rules.  As we noted in
another context, ``[state] regulation can be as effectively
exerted through an award of damages as through some
form of preventive relief.  The obligation to pay compensa-
tion can be, indeed is designed to be, a potent method of
governing conduct and controlling policy.''  San Diego
Building Trades Council v. Garmon, 359 U. S. 236, 247
(1959).
  Although portions of the legislative history of the 1969
Act suggest that Congress was primarily concerned with
positive enactments by States and localities, see S. Rep. No.
91-566, p. 12, the language of the Act plainly reaches
beyond such enactments.  ``We must give effect to this plain
language unless there is good reason to believe Congress
intended the language to have some more restrictive
meaning.''  Shaw v. Delta Air Lines, Inc., 463 U. S. 85, 97
(1983).  In this case there is no ``good reason to believe'' that
Congress meant less than what it said; indeed, in light of
the narrowness of the 1965 Act, there is ``good reason to
believe'' that Congress meant precisely what it said in
amending that Act.
  Moreover, common law damages actions of the sort raised
by petitioner are premised on the existence of a legal duty
and it is difficult to say that such actions do not impose
``requirements or prohibitions.''  See W. Prosser, Law of
Torts 4 (4th ed. 1971); Black's Law Dictionary 1489 (6th ed.
1990) (defining ``tort'' as ``always [involving] a violation of
some duty owing to plaintiff'').  It is in this way that the
1969 version of 5(b) differs from its predecessor:  Whereas
the common law would not normally require a vendor to use
any specific statement on its packages or in its advertise-
ments, it is the essence of the common law to enforce duties
that are either affirmative requirements or negative
prohibitions.  We therefore reject petitioner's argument that
the phrase ``requirement or prohibition'' limits the 1969
Act's pre-emptive scope to positive enactments by legisla-
tures and agencies.
  Petitioner's second argument for excluding common law
rules from the reach of 5(b) hinges on the phrase ``imposed
under State law.''  This argument fails as well.  At least
since Erie R. v. Tompkins, 304 U. S. 64 (1938), we have
recognized the phrase ``state law'' to include common law as
well as statutes and regulations.  Indeed just last Term, the
Court stated that the phrase ``all other law, including State
and municipal law'' ``does not admit of [a] distinction . . .
between positive enactments and common-law rules of
liability.''  Norfolk & Western R. Co. v. Train Dispatchers,
499 U. S. ---, --- (1991) (slip op., at 11).  Although the
presumption against pre-emption might give good reason to
construe the phrase ``state law'' in a pre-emption provision
more narrowly than an identical phrase in another context,
in this case such a construction is not appropriate.  As
explained above, the 1965 version of 5 was precise and
narrow on its face; the obviously broader language of the
1969 version extended that section's pre-emptive reach.
Moreover, while the version of the 1969 Act passed by the
Senate pre-empted ``any State statute or regulation with
respect to . . . advertising or promotion,'' S. Rep. No.
91-566, p. 16, the Conference Committee replaced this
language with ``State law with respect to advertising or
promotion.''  In such a situation, 5(b)'s pre-emption of
``state law'' cannot fairly be limited to positive enactments.
  That the pre-emptive scope of 5(b) cannot be limited to
positive enactments does not mean that that section pre-
empts all common law claims.  For example, as respondents
concede, 5(b) does not generally pre-empt ``state-law
obligations to avoid marketing cigarettes with manufactur-
ing defects or to use a demonstrably safer alternative
design for cigarettes.''  For purposes of 5(b), the common
law is not of a piece.
  Nor does the statute indicate that any familiar subdivi-
sion of common law claims is or is not pre-empted.  We
therefore cannot follow petitioner's passing suggestion that
5(b) pre-empts liability for omissions but not for acts, or
that 5(b) pre-empts liability for unintentional torts but not
for intentional torts.  Instead we must fairly but-in light
of the strong presumption against pre-emption-narrowly
construe the precise language of 5(b) and we must look to
each of petitioner's common law claims to determine
whether it is in fact pre-empted.  The central inquiry in
each case is straightforward:  we ask whether the legal
duty that is the predicate of the common law damages
action constitutes a ``requirement or prohibition based on
smoking and health . . . imposed under State law with
respect to . . . advertising or promotion,'' giving that clause
a fair but narrow reading.  As discussed below, each phrase
within that clause limits the universe of common law claims
pre-empted by the statute.
  We consider each category of damages actions in turn.  In
doing so, we express no opinion on whether these actions
are viable claims as a matter of state law; we assume
arguendo that they are.

Failure to Warn
  To establish liability for a failure to warn, petitioner must
show that ``a warning is necessary to make a product . . .
reasonably safe, suitable and fit for its intended use,'' that
respondents failed to provide such a warning, and that that
failure was a proximate cause of petitioner's injury.  Tr.
12738.  In this case, petitioner offered two closely related
theories concerning the failure to warn:  first, that respon-
dents ``were negligent in the manner [that] they tested,
researched, sold, promoted, and advertised'' their cigarettes;
and second, that respondents failed to provide ``adequate
warnings of the health consequences of cigarette smoking.''
App. 85-86.
  Petitioner's claims are pre-empted to the extent that they
rely on a state law ``requirement or prohibition . . . with
respect to . . . advertising or promotion.''  Thus, insofar as
claims under either failure to warn theory require a
showing that respondents' post-1969 advertising or promo-
tions should have included additional, or more clearly
stated, warnings, those claims are pre-empted.  The Act
does not, however, pre-empt petitioner's claims that rely
solely on respondents' testing or research practices or other
actions unrelated to advertising or promotion.

Breach of Express Warranty
  Petitioner's claim for breach of an express warranty
arises under N. J. Stat. Ann. 12A:2-313(1)(a) (West 1991),
which provides:
      ``Any affirmation of fact or promise made by the
    seller to the buyer which relates to the goods and
    becomes part of the basis of the bargain creates an
    express warranty that the goods shall conform to the
    affirmation or promise.''
Petitioner's evidence of an express warranty consists largely
of statements made in respondents' advertising.  See 893
F. 2d, at 574, 576; 683 F. Supp. 1487, 1497 (NJ 1988).
Applying the Court of Appeals' ruling that Congress pre-
empted ``damage[s] actions . . . that challenge . . . the
propriety of a party's actions with respect to the advertising
and promotion of cigarettes,'' 789 F.2d, at 187, the District
Court ruled that this claim ``inevitably brings into question
[respondents'] advertising and promotional activities, and
is therefore pre-empted'' after 1965.  649 F. Supp., at 675.
As demonstrated above, however, the 1969 Act does not
sweep so broadly:  the appropriate inquiry is not whether
a claim challenges the ``propriety'' of advertising and
promotion, but whether the claim would require the
imposition under state law of a requirement or prohibition
based on smoking and health with respect to advertising or
promotion.
  A manufacturer's liability for breach of an express
warranty derives from, and is measured by, the terms of
that warranty.  Accordingly, the ``requirements'' imposed by
a express warranty claim are not ``imposed under State
law,'' but rather imposed by the warrantor.  If, for exam-
ple, a manufacturer expressly promised to pay a smoker's
medical bills if she contracted emphysema, the duty to
honor that promise could not fairly be said to be ``imposed
under state law,'' but rather is best understood as under-
taken by the manufacturer itself.  While the general duty
not to breach warranties arises under state law, the
particular -requirement . . . based on smoking and health
. . . with respect to the advertising or promotion [of]
cigarettes- in an express warranty claim arises from the
manufacturer's statements in its advertisements.  In short,
a common law remedy for a contractual commitment
voluntarily undertaken should not be regarded as a
``requirement . . . imposed under State law'' within the
meaning of 5(b).
  That the terms of the warranty may have been set forth
in advertisements rather than in separate documents is
irrelevant to the pre-emption issue (though possibly not to
the state law issue of whether the alleged warranty is valid
and enforceable) because although the breach of warranty
claim is made ``with respect to advertising'' it does not rest
on a duty imposed under state law.  Accordingly, to the
extent that petitioner has a viable claim for breach of
express warranties made by respondents, that claim is not
pre-empted by the 1969 Act.

Fraudulent Misrepresentation
  Petitioner alleges two theories of fraudulent misrepresen-
tation.  First, petitioner alleges that respondents, through
their advertising, neutralized the effect of federally man-
dated warning labels.  Such a claim is predicated on a
state-law prohibition against statements in advertising and
promotional materials that tend to minimize the health
hazards associated with smoking.  Such a prohibition,
however, is merely the converse of a state law requirement
that warnings be included in advertising and promotional
materials.  Section 5(b) of the 1969 Act pre-empts both
requirements and prohibitions; it therefore supersedes
petitioner's first fraudulent misrepresentation theory.
  Regulators have long recognized the relationship between
prohibitions on advertising that downplays the dangers of
smoking and requirements for warnings in advertisements.
For example, the FTC, in promulgating its initial trade
regulation rule in 1964, criticized advertising that ``asso-
ciated cigarette smoking with such positive attributes as
contentment, glamour, romance, youth, happiness . . . at the
same time suggesting that smoking is an activity at least
consistent with physical health and well-being.''  The
Commission concluded:
    ``To avoid giving a false impression that smoking [is]
    innocuous, the cigarette manufacturer who represents
    the alleged pleasures or satisfactions of cigarette
    smoking in his advertising must also disclose the
    serious risks to life that smoking involves.''  29 Fed.
    Reg., at 8356.
Long-standing regulations of the Food and Drug Adminis-
tration express a similar understanding of the relationship
between required warnings and advertising that ``negates
or disclaims'' those warnings:  ``A hazardous substance shall
not be deemed to have met [federal labeling] requirements
if there appears in or on the label . . . statements, designs,
or other graphic material that in any manner negates or
disclaims [the required warning].''  21 CFR 191.102 (1965).
In this light it seems quite clear that petitioner's first
theory of fraudulent misrepresentation is inextricably
related to petitioner's first failure to warn theory, a theory
that we have already concluded is largely pre-empted by
5(b).
  Petitioner's second theory, as construed by the District
Court, alleges intentional fraud and misrepresentation both
by ``false representation of a material fact [and by] con-
ceal[ment of] a material fact.''  Tr. 12727.  The predicate
of this claim is a state law duty not to make false state-
ments of material fact or to conceal such facts.  Our pre-
emption analysis requires us to determine whether such a
duty is the sort of requirement or prohibition proscribed by
5(b).
  Section 5(b) pre-empts only the imposition of state law
obligations ``with respect to the advertising or promotion'' of
cigarettes.  Petitioner's claims that respondents concealed
material facts are therefore not pre-empted insofar as those
claims rely on a state law duty to disclose such facts
through channels of communication other than advertising
or promotion.  Thus, for example, if state law obliged
respondents to disclose material facts about smoking and
health to an administrative agency, 5(b) would not pre-
empt a state law claim based on a failure to fulfill that
obligation.
  Moreover, petitioner's fraudulent misrepresentation
claims that do arise with respect to advertising and
promotions (most notably claims based on allegedly false
statements of material fact made in advertisements) are not
pre-empted by 5(b).  Such claims are not predicated on a
duty ``based on smoking and health'' but rather on a more
general obligation-the duty not to deceive.  This under-
standing of fraud by intentional misstatement is appropri-
ate for several reasons.  First, in the 1969 Act, Congress
offered no sign that it wished to insulate cigarette manufac-
turers from longstanding rules governing fraud.  To the
contrary, both the 1965 and the 1969 Acts explicitly
reserved the FTC's authority to identify and punish
deceptive advertising practices-an authority that the FTC
had long exercised and continues to exercise.  See 5(c) of
the 1965 Act; 7(b) of the 1969 Act; see also nn.7, 9, supra.
This indicates that Congress intended the phrase ``relating
to smoking and health'' (which was essentially unchanged
by the 1969 Act) to be construed narrowly, so as not to
proscribe the regulation of deceptive advertising.
  Moreover, this reading of ``based on smoking and health''
is wholly consistent with the purposes of the 1969 Act.
State law prohibitions on false statements of material fact
do not create ``diverse, nonuniform, and confusing'' stan-
dards.  Unlike state law obligations concerning the warning
necessary to render a product ``reasonably safe,'' state law
proscriptions on intentional fraud rely only on a single,
uniform standard: falsity.  Thus, we conclude that the
phrase ``based on smoking and health'' fairly but narrowly
construed does not encompass the more general duty not to
make fraudulent statements.  Accordingly, petitioner's
claim based on allegedly fraudulent statements made in
respondents' advertisements are not pre-empted by 5(b) of
the 1969 Act.

Conspiracy to Misrepresent or Conceal Material Facts
  Petitioner's final claim alleges a conspiracy among
respondents to misrepresent or conceal material facts
concerning the health hazards of smoking.  The predicate
duty underlying this claim is a duty not to conspire to
commit fraud.  For the reasons stated in our analysis of
petitioner's intentional fraud claim, this duty is not pre-
empted by 5(b) for it is not a prohibition ``based on
smoking and health'' as that phrase is properly construed.
Accordingly, we conclude that the 1969 Act does not pre-
empt petitioner's conspiracy claim.

                           VI
  To summarize our holding: The 1965 Act did not pre-
empt state law damages actions; the 1969 Act pre-empts
petitioner's claims based on a failure to warn and the
neutralization of federally mandated warnings to the extent
that those claims rely on omissions or inclusions in respon-
dents' advertising or promotions; the 1969 Act does not pre-
empt petitioner's claims based on express warranty,
intentional fraud and misrepresentation, or conspiracy.
  The judgment of the Court of Appeals is accordingly
reversed in part and affirmed in part, and the case is
remanded for further proceedings consistent with this
opinion.
                                      It is so ordered.