================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended                     Commission file number 1-1225
      September 30, 2002


                                      Wyeth
                                      -----
             (Exact name of registrant as specified in its charter)


           Delaware                                      13-2526821
           --------                                      ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

    Five Giralda Farms, Madison, N.J.                      07940
    ---------------------------------                      -----
(Address of principal executive offices)                 (Zip Code)


Registrant's telephone number, including area code (973) 660-5000

         Indicate by check mark whether the registrant (1) has filed all
              reports required to be filed by Section 13 or 15 (d)
                of the Securities Exchange Act of 1934 during the
            preceding 12 months (or for such shorter period that the
           registrant was required to file such reports), and (2) has
         been subject to such filing requirements for the past 90 days.

                                                     Yes  X        No
                                                     ------        --


The number of shares of Common Stock outstanding as of the close of business
on October 31, 2002:

                                                         Number of
                      Class                          Shares Outstanding
                      ------                         ------------------
        Common Stock, $0.33-1/3 par value              1,325,650,877

================================================================================
<PAGE>
                                      WYETH

                                      INDEX

                                                                        Page No.
                                                                        --------

Part I  -  Financial Information                                             2

           Item 1. Consolidated Condensed Financial Statements:

                   Consolidated Condensed Balance Sheets -
                      September 30, 2002 and December 31, 2001               3

                   Consolidated Condensed Statements of Operations -
                      Three and Nine Months Ended September 30,
                      2002 and 2001                                          4

                   Consolidated Condensed Statements of Changes in
                      Stockholders' Equity - Nine Months Ended
                      September 30, 2002 and 2001                            5

                   Consolidated Condensed Statements of Cash Flows -
                      Nine Months Ended September 30, 2002 and 2001          6

                   Notes to Consolidated Condensed Financial Statements    7-18

           Item 2. Management's Discussion and Analysis of
                      Financial Condition and Results of Operations       19-32

           Item 3. Quantitative  and  Qualitative  Disclosures  About
                      Market Risk                                           32

           Item 4. Controls and Procedures                                  33

Part II -  Other Information                                                34

           Item 1. Legal Proceedings                                      34-37

           Item 5. Approval of Non-Audit Services                           37

           Item 6. Exhibits and Reports on Form 8-K                         38

Signature                                                                   39

Certifications                                                            40-43

Exhibit Index                                                              EX-1

Items other than those listed above have been omitted because they are not
applicable.


                                       1
<PAGE>

                         Part I - Financial Information
                         ------------------------------

WYETH

The consolidated condensed financial statements included herein have been
prepared by Wyeth (the "Company"), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States
have been condensed or omitted pursuant to such rules and regulations; however,
the Company believes that the disclosures are adequate to make the information
presented not misleading. In the opinion of management, the consolidated
condensed financial statements include all adjustments, all of which are normal
and recurring, necessary to present fairly the financial position of the Company
as of September 30, 2002 and December 31, 2001, the results of operations for
the three and nine months ended September 30, 2002 and 2001 and changes in
stockholders' equity and cash flows for the nine months ended September 30, 2002
and 2001. It is suggested that these consolidated condensed financial statements
and management's discussion and analysis of financial condition and results of
operations be read in conjunction with the financial statements and the notes
thereto included in the Company's 2001 Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2002 and June 30, 2002.

As of January 1, 2002, the Company adopted new authoritative accounting guidance
reflecting certain vendor allowances (e.g., cooperative advertising
arrangements) as reductions of revenues instead of selling and marketing
expenses. Financial information for all prior periods presented has been
reclassified to comply with the income statement classification requirements of
the new guidance.

As of January 1, 2002, the Company also adopted Statement of Financial
Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets and
SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.
SFAS No. 144 did not have any impact on the Company during the 2002 first nine
months. Refer to Note 3 of the consolidated condensed financial statements for
disclosure relating to the implementation of SFAS No. 142 and Note 12 relating
to the impact of SFAS No. 144 during the 2002 fourth quarter.


                                       2
<PAGE>

<TABLE>
                                                WYETH
                                CONSOLIDATED CONDENSED BALANCE SHEETS
                               (In Thousands Except Per Share Amounts)
                                             (Unaudited)
<CAPTION>
                                                                   September 30,      December 31,
                                                                       2002               2001
                                                                   -------------      ------------
ASSETS
<S>                                                                <C>                <C>
Cash and cash equivalents                                             $2,381,548        $1,744,734
Marketable securities                                                  1,499,128         1,281,988
Investment in Amgen                                                    3,336,000               -
Accounts receivable less allowances                                    2,834,990         2,743,040
Inventories:
     Finished goods                                                      795,867           653,108
     Work in progress                                                    818,207           674,636
     Materials and supplies                                              474,887           427,227
                                                                   -------------      ------------
                                                                       2,088,961         1,754,971
Other current assets including deferred taxes                          1,794,190         2,242,020
                                                                   -------------      ------------
     Total Current Assets                                             13,934,817         9,766,753

Property, plant and equipment                                          9,809,491         8,944,451
     Less accumulated depreciation                                     2,955,693         2,662,291
                                                                   -------------      ------------
                                                                       6,853,798         6,282,160
Goodwill                                                               3,749,618         3,725,547
Other intangibles, net of accumulated amortization
  (September 30, 2002-$88,079 and December 31, 2001-$71,070)             115,660           126,387
Other assets including deferred taxes                                  2,974,241         3,067,075
                                                                   -------------      ------------
     Total Assets                                                    $27,628,134       $22,967,922
                                                                   =============      ============

LIABILITIES
Loans payable                                                         $3,448,895        $2,097,354
Trade accounts payable                                                   523,731           672,457
Dividends payable                                                        304,900               -
Accrued expenses                                                       3,551,964         4,257,523
Accrued federal and foreign taxes                                        498,126           229,847
                                                                   -------------      ------------
     Total Current Liabilities                                         8,327,616         7,257,181

Long-term debt                                                         7,557,786         7,357,277
Accrued postretirement benefit obligations other than pensions           955,833           925,098
Other noncurrent liabilities                                           4,056,350         3,355,793

STOCKHOLDERS' EQUITY
$2.00 convertible preferred stock, par value $2.50 per share                  46                51
Common stock, par value $0.33-1/3 per share                              441,870           440,190
Additional paid-in capital                                             4,513,226         4,295,051
Retained earnings                                                      1,712,971           170,309
Accumulated other comprehensive income (loss)                             62,436          (833,028)
                                                                   -------------      ------------
     Total Stockholders' Equity                                        6,730,549         4,072,573
                                                                   -------------      ------------
     Total Liabilities and Stockholders' Equity                      $27,628,134       $22,967,922
                                                                   =============      ============

The accompanying notes are an integral part of these consolidated condensed financial statements.
</TABLE>


                                       3
<PAGE>

<TABLE>
                                                     WYETH
                                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                    (In Thousands Except Per Share Amounts)
                                                  (Unaudited)
<CAPTION>
                                                            Three Months                   Nine Months
                                                        Ended September 30,            Ended September 30,
                                                      ------------------------      --------------------------
                                                         2002          2001            2002           2001
                                                      ----------    ----------      -----------    -----------
<S>                                                   <C>           <C>             <C>            <C>
Net revenue                                           $3,623,672    $3,699,600      $10,770,041    $10,300,277
                                                      ----------    ----------      -----------    -----------
Cost of goods sold                                     1,058,122       879,922        2,747,516      2,469,566
Selling, general and administrative expenses           1,216,073     1,241,458        3,796,457      3,753,462
Research and development expenses                        518,608       473,755        1,525,681      1,402,277
Interest expense, net                                     52,367        40,472          161,326         93,965
Other income, net                                        (21,850)      (83,281)        (155,188)      (179,145)
Litigation charges                                     1,400,000       950,000        1,400,000        950,000
Gain related to Immunex/Amgen transaction             (2,627,600)          -         (2,627,600)           -
                                                      ----------    ----------      -----------    -----------

Income before federal and foreign taxes                2,027,952       197,274        3,921,849      1,810,152
Provision (benefit) for federal and foreign taxes        626,553       (54,798)       1,048,671        347,530
                                                      ----------    ----------      -----------    -----------


Net income                                            $1,401,399      $252,072       $2,873,178     $1,462,622
                                                      ==========    ==========      ===========    ===========


Basic earnings per share                                   $1.06         $0.19            $2.17          $1.11
                                                      ==========    ==========      ===========    ===========


Diluted earnings per share                                 $1.05         $0.19            $2.15          $1.10
                                                      ==========    ==========      ===========    ===========



Dividends paid per share of common stock                   $0.23         $0.23            $0.69          $0.69
                                                      ==========    ==========      ===========    ===========


Dividends declared per share of common stock               $0.23         $0.23            $0.92          $0.92
                                                      ==========    ==========      ===========    ===========

The accompanying notes are an integral part of these consolidated condensed financial statements.
</TABLE>


                                       4
<PAGE>

<TABLE>
                                                               WYETH
                               CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                              (In Thousands Except Per Share Amounts)
                                                            (Unaudited)
<CAPTION>
Nine Months Ended September 30, 2002:
                                               $2.00                                                Accumulated
                                            Convertible                Additional                      Other            Total
                                             Preferred      Common      Paid-in       Retained     Comprehensive    Stockholders'
                                               Stock        Stock       Capital       Earnings     Income/(Loss)        Equity
                                            -----------    --------    ---------     ----------    -------------    -------------
<S>                                         <C>            <C>         <C>           <C>           <C>              <C>
Balance at January 1, 2002                          $51    $440,190    $4,295,051      $170,309        $(833,028)     $4,072,573

Net income                                                                            2,873,178                        2,873,178
Currency translation adjustments                                                                         105,858         105,858
Net unrealized losses on derivative
     contracts                                                                                           (21,898)        (21,898)
Net unrealized gains on marketable
     securities                                                                                          811,504         811,504
                                                                                                                    ------------
     Comprehensive income                                                                                              3,768,642
                                                                                                                    ------------

Cash dividends declared (1)                                                          (1,219,147)                      (1,219,147)
Purchases of common stock for treasury                         (667)       (5,472)     (107,788)                        (113,927)
Common stock issued for stock options                         2,206       203,852                                        206,058
Other exchanges                                      (5)        141        19,795        (3,581)                          16,350
                                            -----------    --------    ----------    ----------    -------------    ------------
Balance at September 30, 2002                       $46    $441,870    $4,513,226    $1,712,971          $62,436      $6,730,549
                                            ===========    ========    ==========    ==========    =============    ============

Nine Months Ended September 30, 2001:
                                               $2.00                                                Accumulated
                                            Convertible                Additional                      Other            Total
                                             Preferred      Common      Paid-in      Accumulated   Comprehensive    Stockholders'
                                               Stock        Stock       Capital        Deficit         Loss             Equity
                                            -----------    --------    ----------    -----------   -------------    -------------
Balance at January 1, 2001                          $55    $437,258    $3,952,457     $(899,118)       $(672,559)     $2,818,093

Net income                                                                            1,462,622                        1,462,622
Currency translation adjustments                                                                         (98,909)        (98,909)
Net unrealized gains on derivative
     contracts                                                                                             2,700           2,700
Net unrealized gains on marketable
     securities                                                                                            4,855           4,855
                                                                                                                    ------------
     Comprehensive income                                                                                              1,371,268
                                                                                                                    ------------

Cash dividends declared (2)                                                          (1,210,741)                      (1,210,741)
Common stock issued for stock options                         2,022       165,504                                        167,526
Other exchanges                                      (3)        112        21,003        (2,885)                          18,227
                                            -----------    --------    ----------    ----------    -------------    ------------
Balance at September 30, 2001                       $52    $439,392    $4,138,964     $(650,122)       $(763,913)     $3,164,373
                                            ===========    ========    ==========    ==========    =============    ============

(1)  Includes the common stock cash dividend of $0.23 per share ($304,891 in the aggregate) declared on September 26, 2002
     and payable on December 1, 2002, and a preferred stock cash dividend of $0.50 per share ($9 in aggregate) declared on
     the June 20, 2002 and payable on October 1, 2002.

(2)  Includes the common stock cash dividend of $0.23 per share ($303,181 in the aggregate) declared on September 20, 2001
     and payable on December 1, 2001.

The accompanying notes are an integral part of these consolidated condensed financial statements.
</TABLE>


                                       5
<PAGE>

<TABLE>
                                             WYETH
                        CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                         (In Thousands)
                                          (Unaudited)
<CAPTION>
                                                                         Nine Months
                                                                     Ended September 30,
                                                                    2002              2001
                                                                 ----------        ----------
Operating Activities
--------------------
<S>                                                              <C>               <C>
Net income                                                       $2,873,178        $1,462,622
Adjustments to reconcile net income to net cash
  provided by (used for) operating activities:
   Litigation charges                                             1,400,000           950,000
   Gain related to Immunex/Amgen transaction                     (2,627,600)              -
   Gains on sales of assets                                        (111,299)         (141,360)
   Depreciation and amortization                                    365,510           433,173
   Deferred income taxes                                            424,396            70,482
   Changes in working capital, net                                 (471,267)         (559,322)
   Diet drug litigation payments                                 (1,047,416)       (6,886,646)
   Security fund deposit                                           (415,000)              -
   Other items, net                                                (222,490)         (205,017)
                                                                 ----------        ----------
Net cash provided by (used for) operating activities                168,012        (4,876,068)
                                                                 ----------        ----------

Investing Activities
--------------------
Purchases of property, plant and equipment                       (1,301,584)       (1,274,654)
Proceeds from sales of assets                                       422,514           308,862
Proceeds from Immunex/Amgen transaction                           1,005,201               -
Proceeds from sales and maturities of marketable securities       1,336,764           195,300
Purchases of marketable securities                               (1,537,504)       (1,010,189)
                                                                 ----------        ----------
Net cash used for investing activities                              (74,609)       (1,780,681)
                                                                 ----------        ----------

Financing Activities
--------------------
Net proceeds from debt                                            1,365,339         6,770,322
Dividends paid                                                     (914,247)         (907,560)
Purchases of common stock for treasury                             (113,927)              -
Exercises of stock options                                          206,058           167,526
                                                                 ----------        ----------
Net cash provided by financing activities                           543,223         6,030,288
                                                                 ----------        ----------
Effects of exchange rate changes on cash balances                       188           (12,736)
                                                                 ----------        ----------
Increase (decrease) in cash and cash equivalents                    636,814          (639,197)
Cash and cash equivalents, beginning of period                    1,744,734         2,644,306
                                                                 ----------        ----------
Cash and cash equivalents, end of period                         $2,381,548        $2,005,109
                                                                 ==========        ==========


Supplemental Information
------------------------
Interest payments                                                  $333,133          $269,756
Income tax payments, net of refunds                                 394,207           367,964

The accompanying notes are an integral part of these consolidated condensed financial statements.
</TABLE>


                                       6
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1.   Summary of Significant Accounting Policies
          ------------------------------------------

          The following policies are in addition to those disclosed in Footnote
          1 of the 2001 Annual Report on Form 10-K:

          Property, Plant and Equipment is carried at cost. Depreciation is
          provided over the estimated useful lives of the related assets,
          principally on the straight-line method, as follows:

                  Buildings                            10 - 50 years
                  Machinery and Equipment               3 - 20 years

          Research and Development Expenses are expensed as incurred. Upfront
          and milestone payments made to third parties in connection with
          research and development collaborations are expensed as incurred up to
          the point of regulatory approval. Payments made to third parties
          subsequent to regulatory approval are capitalized and amortized over
          the remaining useful life. Amounts capitalized for such payments are
          included in Other intangibles, net of accumulated amortization.

          Marketable securities: The Company has debt and marketable equity
          securities, which are classified as either available-for-sale or
          held-to-maturity, depending on management's investment intentions
          relating to these securities. Available-for-sale securities are
          marked-to-market based on quoted market values of the securities, with
          the unrealized gains and losses, net of tax, reported as a component
          of Accumulated other comprehensive income (loss). Realized gains and
          losses on sales of available-for-sale securities are computed based
          upon initial cost adjusted for any other-than-temporary declines in
          fair value. Investments categorized as held-to-maturity are carried at
          amortized cost because the Company has both the intent and ability to
          hold these investments until they mature. Impairment losses are
          charged to income for other-than-temporary declines in fair value.
          Premiums and discounts are amortized or accreted into earnings over
          the life of the related available-for-sale or held-to-maturity
          security. Dividend and interest income are recognized when earned. The
          Company owns no investments that are considered to be trading
          securities.


Note 2.   Acquisition of Immunex by Amgen
          -------------------------------

          Prior to July 15, 2002, the Company was the beneficial owner of
          223,378,088 shares of common stock of Immunex Corporation (Immunex).
          On July 15, 2002, Amgen Inc. (Amgen) completed its acquisition of
          Immunex. Under the terms of the acquisition agreement, each share of
          Immunex common stock was exchanged for 0.44 shares of Amgen common
          stock and $4.50 in cash. Accordingly, the Company received 98,286,358
          shares of Amgen common stock (representing approximately 7.7% of
          Amgen's outstanding common stock) and $1,005.2 million in cash in
          exchange for all of its shares of Immunex common stock, which had a
          book value of $867.7 million at July 15, 2002. The Company has valued
          its shares of Amgen common stock at $2,500.1 million, which is based
          on the quoted market price in effect as of July 15, 2002 reduced


                                       7
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          by an overall discount of approximately 18%. The discount rate was
          based on valuations provided by independent valuation consultants in
          light of the various restrictions on the stock's marketability
          referred to below.

          The gain of $2,627.6 million ($1,684.7 million after-tax) on the
          exchange was recorded during the 2002 third quarter and was calculated
          as follows:

                                                   (In millions)
                                                   -------------
          Value received:
               Cash                                     $1,005.2
               Amgen common stock                        2,500.1
                                                   -------------
                                                         3,505.3
          Less:
               Equity investment in Immunex                867.7
               Transaction costs                            10.0
                                                   -------------
                                                           877.7
                                                   -------------

          Gain before federal taxes                      2,627.6
          Provision for federal taxes                      942.9
                                                   -------------

          Net gain                                      $1,684.7
                                                   =============

          Pursuant to the terms of the acquisition, the Company and Amgen agreed
          to certain standstill, voting, lock-up and sales volume limitation
          provisions with respect to the Amgen common stock received by the
          Company. These provisions prohibited the Company, without the consent
          of Amgen, from disposing of greater than an aggregate of 20,000,000
          shares of Amgen common stock in any calendar quarter, with certain
          exceptions, including the right to request a limited number of
          underwritten offerings.

          At September 30, 2002, the Company has classified the portion of its
          investment in Amgen that can be sold during the next year as
          available-for-sale securities within Current assets. This amount
          represents the value of 80,000,000 shares or $3,336.0 million, which
          includes unrealized gains of $811.6 million, net of tax, relating to
          the mark-to-market adjustment on the current portion of the
          investment. The $811.6 million, net of tax, has been included as a
          component of Accumulated other comprehensive income (loss), in
          accordance with SFAS No. 115, Accounting for Certain Investments in
          Debt and Equity Securities. The remaining value of the investment,
          18,286,358 shares or $412.7 million, were also available-for-sale
          securities and were classified within Other assets including deferred
          taxes at September 30, 2002, but were not marked-to-market because
          such shares were restricted from being sold within the next year.

          The Company and Amgen continue to co-promote ENBREL in the United
          States and Canada with the Company having exclusive international
          rights to ENBREL. The financial aspects of the existing licensing and
          marketing rights to ENBREL remain unchanged.


                                       8
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 3.   Goodwill and Other Intangibles
          ------------------------------

          Transitional Disclosure:
          On January 1, 2002, the Company adopted SFAS No. 142, Goodwill and
          Other Intangible Assets. With the adoption of SFAS No. 142, goodwill
          and other intangibles with indefinite lives are no longer being
          amortized but are subject to impairment by applying a fair-value based
          test.

          SFAS No. 142 requires that goodwill be tested for impairment at the
          reporting unit level utilizing a two step methodology. The initial
          step requires the Company to determine the fair value of each
          reporting unit and compare it to the carrying value, including
          goodwill, of such unit. If the fair value exceeds the carrying value,
          no impairment loss would be recognized. However, if the carrying value
          of this unit exceeds its fair value, the goodwill of this unit may be
          impaired. The amount, if any, of the impairment would then be measured
          in the second step.

          Goodwill in each reporting unit must be tested for impairment as of
          the beginning of the fiscal year in which SFAS No. 142 is initially
          adopted (transitional impairment test). The Company completed step one
          of the transitional impairment test during the second quarter and
          determined that there was no impairment of the recorded goodwill.

          The Company's other intangibles, which all have finite lives, have
          carrying values of $115.7 million and $126.4 million at September 30,
          2002 and December 31, 2001, respectively and are being amortized over
          their estimated useful lives ranging from three to 10 years.

          The following table presents net income and basic and diluted earnings
          per share for the three and nine months ended September 30, 2002 and
          2001 to reflect the adoption of SFAS No. 142 as of January 1, 2002.


                                       9
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          Three Months                  Nine Months
                                                       Ended September 30,          Ended September 30,
                                                      ---------------------       -----------------------
          (In thousands, except per share amounts)       2002        2001            2002         2001
          ----------------------------------------    ----------   --------       ----------   ----------
<S>                                                   <C>          <C>            <C>          <C>
          As-reported net income                      $1,401,399   $252,072       $2,873,178   $1,462,622
          Add back: goodwill amortization                    -       38,306              -        115,239
                                                      ----------   --------       ----------   ----------
          Adjusted net income                         $1,401,399   $290,378       $2,873,178   $1,577,861
                                                      ==========   ========       ==========   ==========

          Basic earnings per share:
          As-reported                                      $1.06      $0.19            $2.17        $1.11
          Goodwill amortization                             -          0.03             -            0.09
                                                      ----------   --------       ----------   ----------
          Adjusted                                         $1.06      $0.22            $2.17        $1.20
                                                      ==========   ========       ==========   ==========

          Diluted earnings per share:
          As-reported                                      $1.05      $0.19            $2.15        $1.10
          Goodwill amortization                             -          0.03             -            0.09
                                                      ----------   --------       ----------   ----------
          Adjusted                                         $1.05      $0.22            $2.15        $1.19
                                                      ==========   ========       ==========   ==========
</TABLE>

          Goodwill:
          The change in the carrying amount of goodwill by segment for the nine
          months ended September 30, 2002, is as follows:

<TABLE>
<CAPTION>
                                                                  Consumer
          (In thousands)                      Pharmaceuticals    Healthcare      Total
          --------------------------------    ---------------    ----------    ----------
<S>                                           <C>                <C>           <C>
          Balance at January 1, 2002               $3,136,543      $589,004    $3,725,547
          Currency translation adjustments             23,137           934        24,071
                                              ---------------    ----------    ----------
          Balance at September 30, 2002            $3,159,680      $589,938    $3,749,618
                                              ===============    ==========    ==========
</TABLE>

Note 4.   Credit Facilities
          -----------------

          At September 30, 2002, the Company had commercial paper outstanding of
          $6,182.1 million. The commercial paper outstanding was supported by
          $5,000.0 million of credit facilities, as follows:

          o    In March 2002, the Company renewed its $3,000.0 million credit
               facility for an additional 364-day term. Any borrowings under the
               $3,000.0 million, 364-day credit facility that are outstanding
               upon its termination in March 2003 are extendible by the Company
               for an additional year. The portion of commercial paper
               outstanding at September 30, 2002 supported by the $3,000.0
               million, 364-day credit facility was classified as Long-term debt
               since the Company intends, and has the ability, to refinance
               these obligations through the issuance of additional commercial
               paper or through the use of its $3,000.0 million credit facility.

          o    Also in March 2002, the Company reduced its $2,000.0 million
               credit facility to $1,000.0 million, which terminated on July 31,
               2002. On August 8, 2002, following the termination, the Company
               obtained a 364-day $2,000.0 million credit facility,


                                       10
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

               which contemplates a potential increase to $3,000.0 million if
               the Company so requests and lenders agree to participate. The
               facility will be reduced to 66.67% of its committed amount on
               December 31, 2002 and to 33.34% of its committed amount on May 8,
               2003. In addition, in the event the Company enters into certain
               alternative financings or asset sales (excluding up to $1,000.0
               million of proceeds from any sales of Amgen shares) the committed
               amount will be reduced by the amount of proceeds received
               therefrom. Since the $2,000.0 million credit facility terminates
               in less than one year, commercial paper outstanding of $2,000.0
               million, supported by this facility, was classified as current
               debt in Loans payable at September 30, 2002.

          The remaining commercial paper balance of $1,182.1 million, which is
          classified as current debt in Loans payable because it is not
          supported by the credit facilities, is supported by $3,880.7 million
          of cash, cash equivalents and marketable securities.


Note 5.   Contingencies and Litigation Settlement
          ---------------------------------------

          The Company is involved in various legal proceedings, including
          product liability and environmental matters of a nature considered
          normal to its business. It is the Company's policy to accrue for
          amounts related to these legal matters if it is probable that a
          liability has been incurred and an amount is reasonably estimable.

          On July 9, 2002, findings from the Women's Health Initiative (WHI)
          study evaluating hormone replacement therapy were released and the
          subset of the study involving use of the Company's PREMPRO product was
          stopped early. This subset was stopped early because, according to the
          predefined stopping rule, the increased risk of breast cancer and
          cardiovascular events exceeded the specified long-term benefits. Since
          that announcement, the Company has been named in eleven putative class
          action lawsuits. Three of the eleven putative class actions seek to
          represent a nationwide class of all women who have ever purchased or
          ingested PREMPRO and seek, on behalf of the class, purchase price
          refunds, personal injury damages, medical monitoring expenses and an
          order requiring the Company to inform the public of the reported risks
          of PREMPRO. Five putative class actions each seek to represent a
          statewide class of women who have ingested the drug and seek purchase
          price refunds and medical monitoring expenses. The remaining three
          putative class actions have been voluntarily dismissed. An additional
          nine cases claiming personal injury damages have been filed on behalf
          of allegedly injured individuals. The Company expects that additional
          PREMPRO cases may be filed in the future. At this time, the Company is
          unable to determine any possible range of loss relating to the PREMPRO
          litigation and has not established any reserve with respect to any
          such litigation, but expects to incur costs in connection with the
          defense of the PREMPRO litigation. The Company believes it has
          meritorious defenses against these claims and intends to vigorously
          defend any PREMPRO litigation.

          The nationwide class action settlement to resolve litigation brought
          against the Company regarding use of the diet drugs PONDIMIN (which in
          combination with phentermine, a product that was not manufactured,
          distributed or sold by the Company, was commonly referred to as
          "fen-phen") or REDUX received final judicial approval effective
          January


                                       11
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          3, 2002. The Company recorded an initial litigation charge of
          $4,750.0 million, net of insurance, in connection with the REDUX and
          PONDIMIN litigation in 1999, an additional charge of $7,500.0 million
          in 2000, a third litigation charge of $950.0 million in the 2001 third
          quarter and a fourth charge of $1,400.0 million in the 2002 third
          quarter. The principal reason for the charge taken in the 2002 third
          quarter was that the volume and size of the claims filed in the
          nationwide diet drug settlement were greater than anticipated.

          These charges are intended to cover the total amount required to
          resolve all diet drug litigation, including anticipated funding
          requirements for the nationwide class action settlement, anticipated
          costs to resolve the claims of any members of the settlement class who
          in the future may exercise an intermediate or back-end opt out right,
          costs to resolve the claims of primary pulmonary hypertension (PPH)
          claimants and initial opt out claimants, and administrative and
          litigation expenses.

          During the 2002 first nine months, payments to the nationwide class
          action settlement funds, individual settlement payments, legal fees
          and other costs totaling $1,047.4 million were paid and applied
          against the litigation accrual. As of September 30, 2002, $2,210.3
          million of the litigation accrual remained.

          On January 18, 2002, as collateral for the Company's financial
          obligations under the settlement, the Company established a security
          fund in the amount of $370.0 million and recorded such amount in Other
          assets including deferred taxes. In April 2002, pursuant to an
          agreement among the Company, class counsel and representatives of the
          settlement trust, an additional $45.0 million, also included in Other
          assets including deferred taxes, was added to the security fund,
          bringing the total amount in the security fund to $415.0 million. The
          funds are owned by the Company and will earn interest income for the
          Company while residing in the security fund. The Company will be
          required to deposit an additional $180.0 million in the security fund
          and earned interest will remain in the fund if the Company's credit
          rating, as reported by both Moody's and Standard & Poor's (S&P), falls
          below investment grade.

          Under the terms of the nationwide class action settlement, the period
          during which class members could register to receive a screening
          echocardiogram from the settlement trust ended on August 1, 2002.
          Those echocardiograms, as well as echocardiograms that class members
          choose to receive on their own outside the settlement, must be
          completed by January 3, 2003, unless that date is extended by the
          court. Class members whose echocardiograms demonstrate FDA-positive
          levels of heart valve regurgitation (mild or greater aortic valve
          regurgitation or moderate or greater mitral valve regurgitation) must
          elect either to remain in the settlement or to withdraw from the
          settlement and proceed as an intermediate opt-out (with specific
          rights and limitations defined in the settlement) by May 3, 2003.

          Based upon the information available at this time, the Company
          believes that the balance remaining in its reserves will be adequate
          to cover the remaining obligations relating to the diet drug
          litigation. However, in light of the inherent uncertainty in
          estimating litigation exposure it is possible that additional reserves
          will be required.


                                       12
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          In the opinion of the Company, although the outcome of any legal
          proceedings cannot be predicted with certainty, the ultimate liability
          of the Company in connection with its legal proceedings will not have
          a material adverse effect on the Company's financial position but
          could be material to the results of operations or cash flows in any
          one accounting period.


Note 6.   Restructuring Programs
          ----------------------

          In December 1998, the Company recorded a special charge for
          restructuring and related asset impairments of $321.2 million to
          recognize costs of the reorganization of its worldwide supply chains
          and U.S. distribution systems, and the globalization of certain
          business units. The restructuring will ultimately result in the
          elimination of approximately 4,100 positions worldwide offset, in
          part, by 1,000 newly created positions in the same functions at other
          locations. At September 30, 2002, approximately 3,980 positions had
          been eliminated, and two distribution centers owned by the Company and
          a leased distribution center had been closed. The Company anticipates
          closing a total of 14 manufacturing plants, of which eight were closed
          in 2000 and two were closed during 2001. The Company currently
          anticipates utilizing most of the remainder of the restructuring
          accruals in 2002, assuming no further delays in regulatory approval.

          The activity in the restructuring accruals was as follows:

<TABLE>
<CAPTION>
                                                         Personnel   Other Closure/
          (In thousands)                                   Costs       Exit Costs      Total
          --------------------------------------------   ---------   --------------   -------
<S>                                                      <C>         <C>              <C>
          Restructuring accruals at December 31, 2001     $9,037        $30,619       $39,656
          Cash expenditures                               (2,644)        (8,071)      (10,715)
                                                          ------        -------       -------
          Restructuring accruals at September 30, 2002    $6,393        $22,548       $28,941
                                                          ======        =======       =======
</TABLE>

Note 7.   Company Data by Operating Segment
          ---------------------------------

          The Company has three reportable segments: Pharmaceuticals, Consumer
          Healthcare and Corporate. The Company's Pharmaceuticals and Consumer
          Healthcare reportable segments are strategic business units that are
          managed separately because they manufacture, distribute and sell
          distinct products and provide services, which require various
          technologies and marketing strategies.


                                       13
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

                                                  Net Revenue (1)
                                    -------------------------------------------
                                        Three Months          Nine Months
                                    Ended September 30,    Ended September 30,
          ($ in millions)           -------------------   ---------------------
          Operating Segment           2002       2001       2002        2001
          -----------------------   --------   --------   ---------   ---------
          Pharmaceuticals           $3,025.1   $3,110.1    $9,183.8    $8,683.4
          Consumer Healthcare          598.6      589.5     1,586.2     1,616.9
                                    --------   --------   ---------   ---------
          Total                     $3,623.7   $3,699.6   $10,770.0   $10,300.3
                                    ========   ========   =========   =========


                                              Income Before Taxes (2)
                                    -------------------------------------------
                                        Three Months           Nine Months
                                    Ended September 30,    Ended September 30,
          ($ in millions)           -------------------   ---------------------
          Operating Segment           2002       2001       2002        2001
          -----------------------   --------   --------   ---------   ---------
          Pharmaceuticals             $659.9   $1,035.1    $2,469.7    $2,551.8
          Consumer Healthcare (3)      183.6      182.5       486.5       418.6
                                    --------   --------   ---------   ---------
                                       843.5    1,217.6     2,956.2     2,970.4
          Corporate  (4)             1,184.5   (1,020.3)      965.6    (1,160.2)
                                    --------   --------   ---------   ---------
          Total                     $2,028.0     $197.3    $3,921.8    $1,810.2
                                    ========   ========   =========   =========

          (1)  The Company adopted new authoritative accounting guidance as of
               January 1, 2002 reflecting the cost of certain vendor
               considerations (e.g., cooperative advertising payments) as
               reductions of revenue instead of selling and marketing expenses.
               Financial information for all prior periods presented has been
               reclassified to comply with the income statement classification
               requirements of the new guidance. These reclassifications had no
               effect on total net revenue fluctuations between the periods
               presented.

          (2)  In accordance with new authoritative accounting guidance, adopted
               as of January 1, 2002, the Company has ceased amortizing
               goodwill. The 2001 third quarter goodwill amortization was as
               follows: Pharmaceuticals - $34.3 and Consumer Healthcare - $5.9.
               The 2001 first nine months goodwill amortization was as follows:
               Pharmaceuticals - $103.0 and Consumer Healthcare - $17.8.

          (3)  Consumer Healthcare included a gain of $78.9 for the 2002 first
               nine months related to a settlement regarding price fixing by
               certain vitamin suppliers.

          (4)  Corporate for the 2002 third quarter and first nine months
               included a gain of $2,627.6 relating to the acquisition of
               Immunex by Amgen and an additional litigation charge of $1,400.0
               relating to the litigation brought against the Company regarding
               the use of the diet drugs REDUX or PONDIMIN.

               Corporate for the 2001 third quarter and first nine months
               included a litigation charge of $950.0 relating to the litigation
               brought against the Company regarding the use of the diet drugs
               REDUX or PONDIMIN.


                                       14
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 8.   Earnings per Share
          ------------------

          The following table sets forth the computations of basic earnings per
          share and diluted earnings per share:

<TABLE>
<CAPTION>
                                                           Three Months                 Nine Months
                                                        Ended September 30,         Ended September 30,
                                                      -----------------------     ------------------------
          (In thousands except per share amounts)        2002         2001           2002          2001
          ---------------------------------------     ----------    ---------     ----------    ----------

<S>                                                   <C>           <C>           <C>           <C>
          Net income less preferred dividends         $1,401,399     $252,072     $2,873,149    $1,462,590
          Denominator:
            Average number of common shares
              outstanding                              1,325,930    1,318,359      1,325,294     1,316,091
                                                      ----------    ---------     ----------    ----------

          Basic earnings per share                         $1.06        $0.19          $2.17         $1.11
                                                      ==========    =========     ==========    ==========

          Net income                                  $1,401,399     $252,072     $2,873,178    $1,462,622
          Denominator:
            Average number of common shares
              outstanding                              1,325,930    1,318,359      1,325,294     1,316,091
            Common stock equivalents of
              outstanding stock options and
              deferred common stock awards                 5,138       13,183         10,004        14,010
                                                      ----------    ---------     ----------    ----------
          Total shares                                 1,331,068    1,331,542      1,335,298     1,330,101
                                                      ----------    ---------     ----------    ----------

          Diluted earnings per share                       $1.05        $0.19          $2.15         $1.10
                                                      ==========    =========     ==========    ==========
</TABLE>

          At September 30, 2002 and 2001, the equivalent of 91.0 million and
          20.2 million common shares, respectively, issuable under the Company's
          stock incentive plans, were excluded from the computation of diluted
          earnings per share because their effect would have been antidilutive.


                                       15
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 9.   Marketable Securities
          ---------------------

          The cost, gross unrealized gains, gross unrealized (losses) and fair
          value of available-for-sale and held-to-maturity securities by major
          security type at September 30, 2002 and December 31, 2001, were as
          follows:

<TABLE>
<CAPTION>
                                                        Gross         Gross
          ($ in millions)                             Unrealized    Unrealized     Fair
          At September 30, 2002             Cost        Gains        (Losses)      Value
          ----------------------------    --------    ----------    ----------    --------
<S>                                       <C>         <C>           <C>           <C>
          Available-for-sale:
             U.S. Treasury securities       $153.6          $0.6            -       $154.2
             Commercial paper                126.6           0.1            -        126.7
             Certificates of deposit          48.0            -             -         48.0
             Mutual fund                     509.6          14.3            -        523.9
             Corporate debt securities       231.0           1.6          (0.2)      232.4
             Other debt securities             5.6            -             -          5.6
                                          --------    ----------    ----------    --------
          Total available-for-sale        $1,074.4         $16.6         $(0.2)   $1,090.8
                                          --------    ----------    ----------    --------
          Held-to-maturity:
             Time / Term deposits           $185.2            -             -       $185.2
             U.S. Treasury securities          1.0            -             -          1.0
             Commercial paper                 58.7            -             -         58.7
             Certificates of deposit         156.5            -             -        156.5
             Corporate debt securities         4.8            -             -          4.8
             Other debt securities             2.1            -             -          2.1
                                          --------    ----------    ----------    --------
          Total held-to-maturity            $408.3            -             -       $408.3
                                          --------    ----------    ----------    --------
                                          $1,482.7         $16.6         $(0.2)   $1,499.1
                                          ========    ==========    ==========    ========


                                                        Gross         Gross
          ($ in millions)                             Unrealized    Unrealized     Fair
          At December 31, 2001              Cost        Gains        (Losses)      Value
          ----------------------------    --------    ----------    ----------    --------
          Held-to-maturity:
             Time / Term deposits           $900.9            -             -       $900.9
             Commercial paper                363.6            -             -        363.6
             Certificates of deposit           7.6            -             -          7.6
             Government securities             7.9            -             -          7.9
             Other debt securities             2.0            -             -          2.0
                                          --------    ----------    ----------    --------
          Total held-to-maturity          $1,282.0            -             -     $1,282.0
                                          ========    ==========    ==========    ========
</TABLE>

                                       16
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          The contractual maturities of debt securities classified as
          available-for-sale and held-to-maturity as of September 30, 2002 are
          as follows:

                                                                       Fair
          ($ in millions)                                   Cost      Value
          -----------------------------------------        ------     ------
          Available-for-sale:
             Due within one year                           $263.6     $263.7
             Due after one year through five years          289.7      291.6
             Due after five years through ten years           -          -
             Due after 10 years                              11.5       11.6
                                                           ------     ------
                                                           $564.8     $566.9
                                                           ======     ======
          Held-to-maturity:
             Due within one year                           $408.3     $408.3
             Due after one year through five years            -          -
             Due after five years through ten years           -          -
             Due after 10 years                               -          -
                                                           ------     ------
                                                           $408.3     $408.3
                                                           ======     ======


Note 10.  Sale of Rhode Island Facility
          -----------------------------

          During the first quarter of 2002, the Company completed the sale of a
          manufacturing plant located in West Greenwich, Rhode Island, to
          Immunex (subsequently acquired by Amgen) for $487.8 million. The
          Company received $189.2 million of these proceeds in 2001 and the
          remaining $298.6 million during the 2002 first quarter. The Company
          did not recognize a gain on this transaction because the facility was
          sold at net book value. The facility will be dedicated to expanding
          the production capacity of ENBREL.


Note 11.  Pending Sale of Lederle Generic Injectables
          -------------------------------------------

          A definitive agreement has been signed with Baxter Healthcare
          Corporation for the sale of certain assets related to the Company's
          generic human injectables. Under the terms of the agreement, which is
          subject to customary conditions at closing, including certain
          regulatory approvals, the Company will receive approximately $305.0
          million in cash at closing, subject to certain adjustments. The
          Company anticipates that the closing of this transaction will occur in
          the 2002 fourth quarter.


                                       17
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 12.  Recently Issued Accounting Standards
          ------------------------------------

          During the 2002 second quarter, the Financial Accounting Standards
          Board (FASB) issued Statements No. 145 and 146. The new standards
          require the following:

          o    SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64,
               Amendment of FASB Statement No. 13, and Technical Corrections,
               primarily relates to the reporting of gains and losses from the
               extinguishment of debt. With the issuance of this Statement,
               extinguishment of debt is not to be considered extraordinary if
               it is part of an entity's risk management strategy. The Company
               does not anticipate the adoption of this Statement to have any
               impact on its financial position or results of operations.

          o    SFAS No. 146, Accounting for Costs Associated with Exit or
               Disposal Activities requires that a liability for a cost
               associated with an exit or disposal activity be recognized and
               measured initially at fair value only when the liability is
               incurred. This Statement nullifies Emerging Issues Task Force
               (EITF) No. 94-3, Liability Recognition for Certain Employee
               Termination Benefits and Other Costs to Exit an Activity
               (including Certain Costs incurred in a Restructuring) which
               permitted recognition of a liability for an exit cost at the date
               of an entity's commitment to an exit plan.

          The effective date for both Statements is January 1, 2003. The Company
          anticipates recording a charge during the 2002 fourth quarter for
          restructuring and related asset impairments. The Company will record
          its asset impairments in accordance with SFAS No. 144 and its
          restructuring charges, including personnel and other costs, in
          accordance with EITF No. 94-3. The Company does not plan to early
          adopt SFAS No. 146. However, if the Company records restructuring
          charges subsequent to January 1, 2003, such charges will be recorded
          in accordance with SFAS No. 146. This will spread the recognition of
          the restructuring expenses over a number of accounting periods as
          compared with EITF No. 94-3.


                                       18
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 2002

Item 2.   Management's Discussion and Analysis of Financial Condition and
          ---------------------------------------------------------------
          Results of Operations
          ---------------------

          The Company adopted new authoritative accounting guidance as of
          January 1, 2002 reflecting the cost of certain vendor considerations
          (e.g., cooperative advertising payments) as reductions of revenue
          instead of selling and marketing expenses. Financial information for
          the prior periods presented has been reclassified to comply with the
          income statement classification requirements of the new guidance.
          These reclassifications had no effect on total net revenue
          fluctuations between the periods presented.

          Worldwide net revenue for the 2002 third quarter and first nine months
          was 2% lower and 5% higher, respectively, compared with prior period
          levels. There was no foreign exchange impact on worldwide net revenue
          for either the 2002 third quarter or first nine months. The following
          table sets forth worldwide net revenue results by operating segment
          together with the percentage changes from the comparable period in the
          prior year:

                                        Net Revenue
                                  -----------------------
                                       Three Months
                                    Ended September 30,
          ($ in millions)         -----------------------         % Increase
          Operating Segment          2002          2001           (Decrease)
          -------------------     ---------     ---------         ----------
          Pharmaceuticals          $3,025.1      $3,110.1               (3)%
          Consumer Healthcare         598.6         589.5                 2%
                                  ---------     ---------         ----------
          Total                    $3,623.7      $3,699.6               (2)%
                                  =========     =========         ==========


                                        Net Revenue
                                  -----------------------
                                        Nine Months
                                    Ended September 30,
          ($ in millions)         -----------------------         % Increase
          Operating Segment         2002          2001            (Decrease)
          -------------------     ---------     ---------         ----------
          Pharmaceuticals          $9,183.8      $8,683.4                 6%
          Consumer Healthcare       1,586.2       1,616.9               (2)%
                                  ---------     ---------         ----------
          Total                   $10,770.0     $10,300.3                 5%
                                  =========     =========         ==========


                                       19
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 2002

          Pharmaceuticals
          ---------------

          Worldwide pharmaceutical net revenue decreased 3% for the 2002 third
          quarter and increased 6% for the 2002 first nine months. The decrease
          for the 2002 third quarter was due primarily to lower sales of U.S.
          human and animal health pharmaceuticals, while the increase for the
          2002 first nine months was primarily due to higher sales of worldwide
          human pharmaceuticals. There was no foreign exchange impact on
          worldwide pharmaceutical net revenue for either the 2002 third quarter
          or 2002 first nine months.

          Worldwide human pharmaceutical net revenue was flat for the 2002 third
          quarter and increased 7% for the 2002 first nine months. The 2002
          third quarter and first nine months fluctuations were impacted by
          increases in sales of PROTONIX, as a result of higher volume caused by
          an increase in prescriptions and a wholesalers' incentive program
          before the September 2002 price increase, and EFFEXOR, as a result of
          higher volume. These increases were partially offset by decreases in
          the sales of the PREMARIN family of products; PREVNAR, due primarily
          to manufacturing related constraints on finished product availability;
          and generic products, as a result of the discontinuance of certain
          oral generics. Additionally, the 2002 first nine months net revenue
          increase was impacted by higher sales of CORDARONE and alliance
          revenue. Refer to the "Prempro / Premarin - HRT Studies" and "Product
          Supply" sections herein for further discussion of the issues affecting
          the PREMARIN family of products and PREVNAR, respectively. Excluding
          the positive impact of foreign exchange for the 2002 third quarter,
          worldwide human pharmaceutical net revenue decreased 1%, however,
          there was no foreign exchange impact on worldwide human pharmaceutical
          net revenue for the 2002 first nine months.

          Worldwide animal health product net revenue decreased 37% for the 2002
          third quarter and 14% for the 2002 first nine months due primarily to
          lower sales and higher returns of ProHeart 6 offset, in part, by
          higher sales of the Company's West Nile Virus biological vaccine for
          horses, which was introduced in the 2001 third quarter and is being
          sold in North America under a conditional biological license.


                                       20
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 2002

          The following table sets forth the significant worldwide human
          pharmaceutical and animal health net revenue product fluctuations for
          the three and nine months ended September 30, 2002 compared with the
          same periods in the prior year:

<TABLE>
<CAPTION>
                                            Three Months                Nine Months
                                         Ended September 30,        Ended September 30,
                                       -----------------------    -----------------------
          ($ in millions)              $ Increase   % Increase    $ Increase   % Increase
          Products                     (Decrease)   (Decrease)    (Decrease)   (Decrease)
          ---------------------------  ----------   ----------    ----------   ----------
<S>                                    <C>          <C>           <C>          <C>
          PROTONIX                         $182.8         113%        $329.8          73%
          EFFEXOR                            49.4          12%         409.3          38%
          CORDARONE                           7.4           8%         102.3          52%
          ReFacto                            16.7          46%          33.6          31%
          PREVNAR                           (53.6)       (32)%        (159.5)       (28)%
          PREMARIN family                  (165.0)       (28)%        (104.1)        (6)%
          Oral generics                     (40.3)         -          (133.0)         -
          Alliance revenue                   39.6          47%          85.1          42%
          Other                             (45.1)        (3)%          12.7          -
                                       ----------   ----------    ----------   ----------
          Total human pharmaceuticals        (8.1)         -           576.2           7%
                                       ----------   ----------    ----------   ----------

          ProHeart 6                        (74.6)         -           (88.5)         -
          Other                              (2.3)        (1)%          12.7           3%
                                       ----------   ----------    ----------   ----------
          Total animal health               (76.9)       (37)%         (75.8)       (14)%
                                       ----------   ----------    ----------   ----------

          Total pharmaceuticals            $(85.0)        (3)%        $500.4           6%
                                       ==========   ==========    ==========   ==========
</TABLE>

          Consumer Healthcare
          -------------------

          Worldwide consumer healthcare net revenue increased 2% for the 2002
          third quarter and decreased 2% for the 2002 first nine months. The
          increase for the 2002 third quarter was due primarily to higher sales
          of ADVIL, CALTRATE and various other products offset, in part, by
          lower sales of the CENTRUM product line and DENOREX, which was
          divested in February 2002. The decrease for the 2002 first nine months
          was due primarily to lower sales of cough/cold/allergy products,
          DENOREX, CALTRATE and CHAP STICK offset, in part, by higher sales of
          the CENTRUM product line and various other products. There was no
          foreign exchange impact on worldwide consumer healthcare net revenue
          for either the 2002 third quarter or first nine months.


                                       21
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 2002

          The following table sets forth the significant worldwide consumer
          healthcare net revenue product fluctuations for the three and nine
          months ended September 30, 2002 compared with the same periods in the
          prior year:

<TABLE>
<CAPTION>
                                            Three Months                Nine Months
                                         Ended September 30,        Ended September 30,
                                       -----------------------    -----------------------
          ($ in millions)              $ Increase   % Increase    $ Increase   % Increase
          Products                     (Decrease)   (Decrease)    (Decrease)   (Decrease)
          ---------------------------  ----------   ----------    ----------   ----------
<S>                                    <C>          <C>           <C>          <C>
          ADVIL*                             $3.0           2%         $(1.0)         -
          CALTRATE                            2.2           6%          (4.6)        (4)%
          CENTRUM                            (3.9)        (3)%          13.1           4%
          DENOREX                            (4.1)      (100)%         (10.7)       (92)%
          CHAP STICK                         (1.4)        (6)%          (4.1)        (6)%
          Cough/cold/allergy products        (0.4)         -           (42.2)       (13)%
          Other                              13.7          11%          18.8           5%
                                       ----------   ----------    ----------   ----------

          Total consumer healthcare          $9.1           2%        $(30.7)        (2)%
                                       ==========   ==========    ==========   ==========
</TABLE>

          * ADVIL COLD AND SINUS is included within the cough/cold/allergy
            product line.

          The following table sets forth the percentage changes in worldwide net
          revenue by operating segment compared with the same periods in the
          prior year, including the effect volume, price and foreign exchange
          had on these percentage changes:

<TABLE>
<CAPTION>
                                               % Increase (Decrease)                        % Increase (Decrease)
                                       Three Months Ended September 30, 2002         Nine Months Ended September 30, 2002
                                     -----------------------------------------     -----------------------------------------

                                                        Foreign       Total                           Foreign      Total
                                     Volume    Price    Exchange   Net Revenue     Volume    Price    Exchange   Net Revenue
                                     ------    -----    --------   -----------     ------    -----    --------   -----------
          Pharmaceuticals
          -------------------
          <S>                        <C>       <C>      <C>        <C>             <C>       <C>      <C>        <C>
          United States               (16)%      9%          -        (7)%           (1)%       7%        -           6%
          International                  2%      2%          1%         5%             5%       1%       (1)%         5%
                                      -----    ----         ---       ----           ----      ---       ----       ----
          Total                       (10)%      7%          -        (3)%             1%       5%        -           6%
                                      =====    ====         ===       ====           ====      ===       ====       ====

          Consumer Healthcare
          -------------------
          United States                  2%    (1)%          -          1%           (4)%       -         -         (4)%
          International                (1)%      3%          -          2%             1%       2%       (1)%         2%
                                      -----    ----         ---       ----           ----      ---       ----       ----
          Total                         1%       1%          -          2%           (3)%       1%        -         (2)%
                                      =====    ====         ===       ====           ====      ===       ====       ====

          Total
          -------------------
          United States               (13)%      7%          -        (6)%           (1)%       6%        -           5%
          International                  2%      2%          1%         5%             4%       2%       (1)%         5%
                                      -----    ----         ---       ----           ----      ---       ----       ----
          Total                        (8)%      6%          -        (2)%             1%       4%        -           5%
                                      =====    ====         ===       ====           ====      ===       ====       ====
</TABLE>


                                       22
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 2002

          Cost of goods sold, as a percentage of Net revenue, increased to 29.2%
          for the 2002 third quarter compared with 23.8% for the 2001 third
          quarter and increased to 25.5% for the 2002 first nine months compared
          with 24.0% for the 2001 first nine months. The increase in Cost of
          goods sold, as a percentage of Net revenue, for both the 2002 third
          quarter and first nine months is attributable to a change in product
          mix, the costs of addressing various manufacturing issues as described
          in the "Product Supply" section, herein, and the write-off of
          approximately $35.0 million of FluShield inventory. The unfavorable
          change in product mix reflects decreased sales of the higher margin
          PREMARIN family and PREVNAR products and higher sales of lower margin
          products such as PROTONIX and ReFacto offset, in part, by the
          discontinuance of the lower margin oral generics business in the
          pharmaceuticals segment. The unfavorable change in product mix is also
          partially offset by increased alliance revenue recorded in 2002 net
          revenue compared with 2001 net revenue. There are no costs of goods
          sold relating to alliance revenue, and therefore any net revenue
          fluctuations impacted by alliance revenue also impact gross margins.

          Selling, general and administrative expenses, as a percentage of Net
          revenue, increased to 33.6% for the 2002 third quarter compared with
          32.5% for the 2001 third quarter and remained flat at 35.3% for the
          2002 first nine months (excluding the effect of goodwill amortization
          from the 2001 third quarter and first nine months). The slight
          increase relating to the third quarter was primarily due to spending
          for various selling programs and general and administrative expenses
          outpacing net revenue growth.

          Research and development expenses increased 9% for both the 2002 third
          quarter and first nine months due primarily to an increased number of
          employees and other research operating expenses, including higher
          chemical and material costs, clinical grant spending and cost sharing
          expenditures relating to pharmaceutical collaborations offset, in
          part, by lower payments under licensing agreements.

          Interest expense, net increased 29% for the 2002 third quarter and 72%
          for the 2002 first nine months due primarily to higher weighted
          average debt outstanding and lower interest income, as compared with
          prior year levels. Weighted average debt outstanding during the 2002
          third quarter and first nine months was $10,817.0 million and
          $10,380.8 million, respectively, compared with prior year levels of
          $8,466.0 million and $6,654.0 million, respectively. The impact of
          higher debt outstanding was partially offset by lower interest rates
          on outstanding commercial paper.

          Other income, net decreased 74% for the 2002 third quarter and 13% for
          the 2002 first nine months due primarily to lower gains on sales of
          non-strategic assets. The decrease for the 2002 first nine months was
          partially offset by the proceeds received from a settlement regarding
          price fixing by certain vitamin suppliers.

                                       23
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 2002

          The following table sets forth worldwide income before taxes by
          operating segment together with the percentage changes from the
          comparable period in the prior year:

<TABLE>
<CAPTION>
                                                             Income Before Taxes (1)
                                     ------------------------------------------------------------------------
                                        Three Months                            Nine Months
                                     Ended September 30,                    Ended September 30,
                                     -------------------                    -------------------
          ($ in millions)                                   % Increase                             % Increase
          Operating Segment            2002       2001      (Decrease)        2002       2001      (Decrease)
          -----------------------    --------   --------    ----------      --------   --------    ----------
          <S>                        <C>        <C>         <C>             <C>        <C>         <C>
          Pharmaceuticals              $659.9   $1,035.1       (36)%        $2,469.7   $2,551.8        (3)%
          Consumer Healthcare (2)       183.6      182.5          1%           486.5      418.6         16%
                                     --------   --------       -----        --------   --------        ----
                                        843.5    1,217.6       (31)%         2,956.2    2,970.4         -

          Corporate (3)               1,184.5   (1,020.3)        -             965.6   (1,160.2)        -
                                     --------   --------       -----        --------   --------        ----

          Total                      $2,028.0     $197.3         -          $3,921.8   $1,810.2         -
                                     ========   ========       =====        ========   ========        ====
</TABLE>

          (1)  In accordance with new authoritative accounting guidance, adopted
               as of January 1, 2002, the Company has ceased amortizing
               goodwill. The 2001 third quarter goodwill amortization was as
               follows: Pharmaceuticals - $34.3 and Consumer Healthcare - $5.9.
               The 2001 first nine months goodwill amortization was as follows:
               Pharmaceuticals - $103.0 and Consumer Healthcare - $17.8.
               Excluding goodwill amortization from the 2001 third quarter and
               first nine months results, Pharmaceuticals and Consumer
               Healthcare income before taxes decreased 38% and 3%,
               respectively, for the 2002 third quarter and decreased 7% and
               increased 11%, respectively, for the 2002 first nine months.

          (2)  Consumer Healthcare included a gain of $78.9 for the 2002 first
               nine months related to a settlement regarding price fixing by
               certain vitamin suppliers. Excluding goodwill amortization and
               the settlement gain from the 2002 first nine months results,
               Consumer Healthcare income before taxes decreased 7%.

          (3)  Corporate for the 2002 third quarter and first nine months
               included a gain of $2,627.6 relating to the acquisition of
               Immunex by Amgen and an additional litigation charge of $1,400.0
               relating to the litigation brought against the Company regarding
               the use of the diet drugs REDUX or PONDIMIN. In addition, the
               2001 third quarter and first nine months also included a diet
               drug litigation charge of $950.0. Excluding these items from the
               2002 and 2001 third quarter and first nine months results,
               Corporate expenses, net decreased 39% and increased 25%,
               respectively.

          Worldwide pharmaceutical income before taxes decreased 38% for the
          2002 third quarter and 7% for the 2002 first nine months (excluding
          goodwill amortization from the 2001 third quarter and first nine
          months) due primarily to shortfalls in worldwide sales of human
          pharmaceuticals, higher costs of goods sold, as a percentage of net
          revenue, higher research and development expenses and lower other
          income, net (primarily due to lower gains on sales of non-strategic
          assets).

          Worldwide consumer healthcare income before taxes decreased 3% for the
          2002 third quarter and increased 11% for the 2002 first nine months
          (excluding goodwill amortization from the 2001 third quarter and first
          nine months) while consumer healthcare net sales increased 2% for the
          2002 third quarter and decreased 2% for the 2002 first nine months.
          The difference in the growth rates for the 2002 first nine months is
          primarily attributable to the settlement gain relating to price fixing
          by certain vitamin


                                       24
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 2002

          suppliers, higher gains on asset sales and lower selling, general and
          administrative expenses as a percentage of net sales.

          Corporate expenses, net decreased 39% for the 2002 third quarter and
          increased 25% for the 2002 first nine months, excluding the following
          unusual items: a 2002 third quarter gain of $2,627.6 million relating
          to the acquisition of Immunex by Amgen; a 2002 third quarter charge of
          $1,400.0 million to increase the reserve relating to the REDUX and
          PONDIMIN diet drug litigation; and a 2001 third quarter diet drug
          litigation charge of $950.0 million. The decrease in corporate
          expenses, net for the 2002 third quarter, excluding the unusual items
          identified above, was due primarily to lower general and
          administrative expenses. The increase for the 2002 first nine months,
          excluding the unusual items, was due primarily to higher interest
          expense, resulting from higher weighted average debt outstanding and
          lower interest income.

          The effective tax rate decreased to 21.9% and 22.1% for the 2002 third
          quarter and first nine months, respectively, compared with 24.0% for
          both the 2001 third quarter and first nine months (excluding the
          effect of goodwill amortization and the 2002 and 2001 unusual items).
          The tax rate reduction occurring in the 2002 third quarter and first
          nine months was primarily due to an increased benefit from products
          manufactured in lower taxed jurisdictions.


          Consolidated Net Income and Diluted Earnings Per Share Results
          --------------------------------------------------------------

          Net income and diluted earnings per share for the 2002 third quarter
          increased to $1,401.4 million and $1.05 compared with $252.1 million
          and $0.19. On January 1, 2002, the Company adopted SFAS No. 142, which
          eliminated the amortization of goodwill. Excluding the after-tax
          goodwill amortization of $38.3 million and $0.03 per share-diluted
          from the 2001 third quarter results, as well as the 2002 and 2001
          unusual items, net income and diluted earnings per share for the 2002
          third quarter both decreased 31% to $626.7 million and $0.47,
          respectively, compared with $905.4 million and $0.68 in the 2001 third
          quarter. The decreases in net income and diluted earnings per share
          for the 2002 third quarter, excluding the unusual items, was
          principally due to sales shortfalls of several product categories,
          including:

               o    The PREMARIN family of products, which is directly related
                    to the findings from the WHI study evaluating hormone
                    replacement therapy, published on July 9, 2002.

               o    The vaccine business, due to manufacturing related
                    constraints on PREVNAR product availability.

               o    Products in the animal health and consumer healthcare
                    divisions, including lower sales and higher than projected
                    returns of the animal health division product, ProHeart 6
                    and lower cough/cold product sales and reductions in
                    retailer inventories in the consumer healthcare division.


                                       25
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 2002

          Additionally, the decline in net income, excluding the unusual items,
          was impacted by higher cost of goods sold, as a percentage of net
          revenue, and higher research and development expenses and interest
          expense, as well as lower other income, net.

          Net income and diluted earnings per share for the 2002 first nine
          months increased to $2,873.2 million and $2.15 compared with $1,462.6
          million and $1.10 in the prior year. Excluding the after-tax goodwill
          amortization of $115.2 million and $0.09 per share-diluted from the
          2001 first nine months results, as well as the unusual items
          identified above, net income and diluted earnings per share for the
          2002 first nine months decreased 4% and 5%, respectively, to $2,098.5
          million and $1.57, respectively, compared with $2,192.9 million and
          $1.65 in the 2001 first nine months. The same items that impacted the
          2002 third quarter decrease in net income also impacted the 2002 first
          nine months.


          Liquidity, Financial Condition and Capital Resources
          ----------------------------------------------------

          The Company generated net cash from operating activities totaling
          $168.0 million during the 2002 first nine months. Most of the earnings
          generated during the 2002 first nine months were offset by the
          following items:

               o    payments of $1,047.4 million relating to the diet drug
                    litigation (see Note 5 to the Consolidated Condensed
                    Financial Statements),
               o    payments of $415.0 million to a security fund as collateral
                    for the Company's financial obligations under the diet drug
                    settlement,
               o    payments made on outstanding payables and accrued expenses
                    totaling $320.7 million, and
               o    an increase in inventories of $315.2 million due primarily
                    to production planning.

          The Company used $1,301.6 million of cash during the 2002 first nine
          months for investments in property, plant and equipment. The capital
          expenditures made during the 2002 first nine months were consistent
          with the Company's commitment to expand existing manufacturing and
          research and development facilities worldwide, and build new
          biotechnology facilities. The Company received investment proceeds
          through the sales and maturities of marketable securities and the
          sales of assets totaling $1,759.3 million. Included in the proceeds
          from sales of assets in 2002 is approximately $298.6 million relating
          to the sale of the Company's retrofitted Rhode Island facility to
          Immunex (subsequently acquired by Amgen). Additionally, the Company
          received $1,005.2 million in cash in connection with the acquisition
          of Immunex by Amgen.

          The Company received cash through various financing activities
          including net proceeds from debt totaling $1,365.3 million and cash
          provided by stock option exercises totaling $206.1 million. These
          proceeds were partially offset by dividend payments of $914.2 million
          and purchases of treasury stock of $113.9 million.


                                       26
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 2002

          At September 30, 2002, the Company had outstanding $11,006.7 million
          in total debt. The Company's total debt consisted of commercial paper
          of $6,182.1 million, and notes payable and other debt of $4,824.6
          million. Current debt at September 30, 2002, classified as Loans
          payable, consisted of:

               o    $2,000.0 million of commercial paper supported by the
                    $2,000.0 million credit facility that terminates in less
                    than one year,

               o    $1,182.1 million of commercial paper that is in excess of
                    the $3,000.0 million credit facility and is supported by
                    $3,880.7 million of cash, cash equivalents and marketable
                    securities, and

               o    $266.8 million of notes payable and other debt that is due
                    within one year.

          The portion of commercial paper outstanding at September 30, 2002
          supported by the $3,000.0 million, 364-day credit facility was
          classified as Long-term debt since the Company intends, and has the
          ability, to refinance these obligations through the issuance of
          additional commercial paper or through the use of its $3,000.0 million
          credit facility.

          Following the termination of its $1,000.0 million credit facility on
          July 31, 2002, the Company obtained a 364-day $2,000.0 million credit
          facility, which contemplates a potential increase to $3,000.0 million
          if the Company so requests and lenders agree to participate. The
          facility will be reduced to 66.67% of its committed amount on December
          31, 2002 and to 33.34% of its committed amount on May 8, 2003. In
          addition, in the event the Company enters into certain alternative
          financings or asset sales (excluding up to $1,000.0 million of
          proceeds from any sales of Amgen shares) the committed amount will be
          reduced by the amount of proceeds received therefrom.

          Management believes that this new facility, together with the
          Company's existing $3,000.0 million credit facility, its investment in
          Amgen and significant cash balances (including the $1,005.2 million
          received in July in connection with the acquisition of Immunex by
          Amgen), should provide for adequate liquidity needs of the Company for
          the foreseeable future. Although the Company offers its commercial
          paper in a liquid market commensurate with its short-term credit
          ratings from Moody's (P2), S&P (A1) and Fitch (F1), the credit markets
          have been increasingly volatile and sensitive to unfavorable
          developments. Accordingly, and in light of the relatively large size
          of the Company's commercial paper program, the Company is currently
          evaluating financing alternatives to support longer term liquidity
          requirements.

          On September 27, 2002, Moody's affirmed the Company's Prime-2
          short-term rating and placed the Company's A3 long-term senior
          unsecured debt rating under review for possible downgrade. Since then,
          the Company has held discussions with Moody's and has provided
          additional information requested to facilitate their review. To date,
          Moody's has not taken action with respect to the Company's A3
          long-term rating.

          Management remains confident that cash flows from operating activities
          and existing and prospective financing resources will be adequate to
          fund the Company's operations, pay opt out settlement payments and
          fund the nationwide class action settlement relating to


                                       27
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 2002

          the PONDIMIN (which in combination with phentermine, a product that
          was not manufactured, distributed or sold by the Company, was commonly
          referred to as "fen-phen") and REDUX diet drug litigation, pay
          dividends, maintain the ongoing programs of capital expenditures, and
          repay both the principal and interest on its outstanding obligations,
          without requiring the disposition of any significant strategic core
          assets or businesses.


          Certain Factors that May Affect Future Results
          ----------------------------------------------

          Prempro / Premarin - HRT Studies

          Two subsets of the WHI enrolled a total of 27,000 predominantly
          healthy postmenopausal women to assess the risks and benefits of
          either long-term estrogen replacement therapy (ERT) or long-term
          hormone replacement therapy (HRT). The primary endpoint of the WHI
          study was coronary heart disease, with invasive breast cancer as the
          primary adverse outcome studied. The HRT subset of the WHI study,
          involving women who received a combination of conjugated estrogens and
          medroxyprogesterone acetate (PREMPRO), was stopped early (after the
          patients were followed in the study for an average of 5.2 years)
          because, according to the predefined stopping rule, increased risks of
          breast cancer and cardiovascular events exceeded the specified
          long-term benefits. The study observed an increased incidence of
          cardiovascular disease and, over time, breast cancer among women on
          HRT compared to those on placebo. The study also observed a reduction
          in the incidence of hip, vertebral and other osteoporotic fractures
          and of colon cancer among women on HRT compared to those on placebo.
          The study did not evaluate the use of HRT for the treatment of
          menopausal symptoms, the main indications of the product. These
          findings provide additional information about the risks of breast
          cancer and cardiovascular disease which were identified as potential
          adverse events in the labeling for the Company's HRT products. A great
          deal of media attention has been focused on this subject.

          As a result, sales of PREMPRO and other PREMARIN family products have
          been and will continue to be adversely affected even though the study
          subset that was terminated focused on the long-term use of PREMPRO and
          did not involve PREMARIN (ERT). Based on the most recent available
          market data, average weekly prescriptions written for PREMPRO and
          PREMARIN decreased approximately 50% and 20%, respectively, compared
          to the average weekly prescriptions written during the eight week
          period preceding the termination of the study subset. PREMPRO sales
          (including PREMPHASE) for the three and nine months ended September
          30, 2002 represented approximately 5% of consolidated net revenue for
          both periods. Set forth below are individual product operating results
          for PREMPRO/PREMPHASE and PREMARIN for both the three and nine months
          ended September 30, 2002 and 2001.


                                       28
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 2002

                                               Prempro/Premphase
                               -------------------------------------------------
                                  Three Months                  Nine Months
                               Ended September 30,          Ended September 30,
                               -------------------         ---------------------
          ($ in millions)       2002         2001            2002          2001
          ---------------      ------       ------         --------       ------
          Net revenue          $153.1       $264.9           $540.7       $700.8
          Gross profit          132.4        230.6            465.3        607.9


                                                   Premarin
                               -------------------------------------------------
                                  Three Months                  Nine Months
                               Ended September 30,          Ended September 30,
                               -------------------         ---------------------
          ($ in millions)       2002         2001            2002          2001
          ---------------      ------       ------         --------       ------
          Net revenue          $268.3       $321.5         $1,001.6       $945.6
          Gross profit          239.8        288.4            916.0        862.6


          Competition

          The Company operates in the highly competitive pharmaceutical and
          consumer health care industries. PREMARIN, the Company's principal
          conjugated estrogens product manufactured from pregnant mare's urine,
          and related products PREMPRO and PREMPHASE (which are single tablet
          combinations of the conjugated estrogens in PREMARIN and the progestin
          medroxyprogesterone acetate), are the leaders in their categories and
          contribute significantly to the Company's net revenue and results of
          operations. PREMARIN's natural composition is not subject to patent
          protection (although PREMPRO has patent protection). The principal
          indications of PREMARIN, PREMPRO and PREMPHASE are to manage the
          symptoms of menopause and to prevent osteoporosis, a condition
          involving a loss of bone mass in postmenopausal women.
          Estrogen-containing products manufactured by other companies have been
          marketed for many years for the treatment of menopausal symptoms.
          During the past several years, other manufacturers have introduced
          products for the treatment and/or prevention of osteoporosis. New
          products containing different estrogens and/or different progestins
          than those found in PREMPRO and PREMPHASE, utilizing various forms of
          delivery and having one or more of the same indications have also been
          introduced. Some companies have attempted to obtain approval for
          generic versions of PREMARIN. These products, if approved, would be
          routinely substitutable for PREMARIN and related products under many
          state laws and third-party insurance payer plans. In May 1997, the FDA
          announced that it would not approve certain synthetic estrogen
          products as generic equivalents of PREMARIN given known compositional
          differences between the active ingredient of these products and
          PREMARIN. Although the FDA has not approved any generic equivalent to
          PREMARIN to date, PREMARIN will continue to be subject to competition
          from existing and new competing estrogen and other products for its
          approved indications and may be subject to generic competition from
          either synthetic or natural conjugated estrogens products in the
          future. At least one other company has announced that it is in the
          process of developing a generic version of PREMARIN from the same
          natural source, and the Company currently cannot predict the timing or
          outcome of these or any other efforts.


                                       29
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 2002

          The marketing exclusivity for CORDARONE I.V. expired on August 3, 2002
          and the Company's application for a six month pediatric extension of
          the marketing exclusivity was denied by the FDA. Accordingly, sales of
          CORDARONE I.V. will be materially decreased by the introduction of
          generic products, several of which have been approved by the FDA.
          CORDARONE I.V. had net sales of $286.4 million during the first nine
          months of 2002.

          Product Supply

          Although the market demand for ENBREL is increasing, the sales growth
          currently is constrained by limits on the existing source of supply.
          This is expected to continue until the retrofitting of a Rhode Island
          facility owned by Amgen is completed and approved, which is currently
          anticipated to occur in the first quarter of 2003, although there is
          no assurance that this estimate will prove accurate. If the market
          demand continues to grow, there may be further supply constraints even
          after the Rhode Island facility begins producing ENBREL. In April
          2002, Immunex (prior to being acquired by Amgen) announced it entered
          into a manufacturing agreement with Genentech, Inc. to produce ENBREL
          beginning in 2004, subject to FDA approval. The current plan for the
          longer term includes an additional manufacturing facility, which is
          being constructed by the Company in Ireland and is expected to be
          completed during 2005.

          The Company has been experiencing inconsistent results on dissolution
          testing of certain dosage forms of PREMARIN and is working with the
          FDA to resolve this issue. Until this issue is resolved, supply
          shortages of one or more dosage strengths may occur. Although these
          shortages may adversely affect PREMARIN sales in one or more
          accounting periods, the Company believes that, as a result of current
          inventory levels and the Company's enhanced process controls, testing
          protocols and the ongoing formulation improvement project, as well as
          reduced demand (see also Prempro / Premarin - HRT Studies), overall
          PREMARIN family sales will not be significantly impacted by the
          dissolution issues.

          Sales of PREVNAR continue to be affected by manufacturing related
          constraints on product availability. The Company is in the process of
          implementing manufacturing improvements and allocating additional
          personnel and equipment to increase the production of PREVNAR. The
          Company's efforts are not expected to significantly increase supply
          until 2003 and, as a result, 2002 PREVNAR sales will not exceed prior
          year levels. The manufacturing processes for this product are very
          complex and there can be no assurance that manufacturing related
          difficulties will not constrain PREVNAR sales in 2003 or beyond.

          Sales growth of ReFacto (a recombinant factor VIII product for
          hemophilia A) has been constrained by limits on existing product
          supply sources, which are being alleviated as new manufacturing
          capacity becomes available. However, the overall supply of the
          competitive recombinant factor VIII products has recently increased
          and this, along with certain ongoing labeling revisions and related
          issues concerning assay methodology and potency, may adversely affect
          demand for ReFacto.


                                       30
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 2002

          Litigation and Contingent Liabilities

          The Company is involved in various legal proceedings, including
          product liability and environmental matters that arise from time to
          time in the ordinary course of business, the most significant of which
          are described in the Company's Annual Report on Form 10-K for the year
          ended December 31, 2001, Quarterly Reports on Form 10-Q for the
          quarters ended March 31, 2002 and June 30, 2002 and this Quarterly
          Report on Form 10-Q. These include allegations of injuries caused by
          drugs, vaccines and over-the-counter products, including PONDIMIN
          (which in combination with phentermine, a product that was not
          manufactured, distributed or sold by the Company, was commonly
          referred to as "fen-phen"), REDUX, DIMETAPP, ROBITUSSIN and PREMPRO.
          In addition, the Company has responsibility for environmental, safety
          and cleanup obligations under various local, state and federal laws,
          including the Comprehensive Environmental Response, Compensation and
          Liability Act, commonly known as Superfund.

          The estimated costs that the Company expects to pay in these cases are
          accrued when the liability is considered probable and the amount can
          be reasonably estimated. In many cases, future environmental-related
          expenditures cannot be quantified with a reasonable degree of
          accuracy. As investigations and cleanups proceed,
          environmental-related liabilities are reviewed and adjusted as
          additional information becomes available. In addition, the Company is
          self-insured against ordinary product liability risks and has
          liability coverage, in excess of certain limits and subject to certain
          policy ceilings, from various insurance carriers. It is the opinion of
          the Company that any potential liability that might exceed amounts
          already accrued will not have a material adverse effect on the
          Company's financial position but could be material to the results of
          operations or cash flows in any one accounting period.


          Cautionary Statements for Forward-Looking Information
          -----------------------------------------------------

          This Form 10-Q, including management's discussion and analysis set
          forth above, contains certain forward-looking statements, including,
          among other things, statements regarding the Company's results of
          operations, competition, liquidity, financial condition and capital
          resources, PREVNAR sales, PREMPRO/PREMARIN performance, product
          supply, foreign currency and interest rate risk, the nationwide class
          action settlement relating to REDUX and PONDIMIN, and additional
          litigation charges related to REDUX and PONDIMIN including those for
          opt outs. These forward-looking statements are based on current
          expectations of future events that involve risks and uncertainties
          including, without limitation, risks associated with the inherent
          uncertainty of pharmaceutical research, product development,
          manufacturing, commercialization, economic conditions including
          interest and currency exchange rate fluctuations, access to capital
          markets, the impact of competitive or generic products, product
          liability and other types of lawsuits, the impact of legislation and
          regulatory compliance and obtaining approvals and patents. From time
          to time, we also may provide oral or written forward-looking
          statements in other materials we release to the public. However, the
          Company assumes no obligation to publicly update any forward-looking
          statements, whether as a


                                       31
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 2002

          result of new information, future events or otherwise. Certain factors
          which could cause the Company's actual results to differ materially
          from expected and historical results are discussed herein and others
          have been identified by the Company in Exhibit 99 to the Company's
          2001 Annual Report on Form 10-K, which exhibit is incorporated herein
          by reference.


Item 3.   Quantitative and Qualitative Disclosures About Market Risk
          ----------------------------------------------------------

          The market risk disclosures appearing on pages 64 and 65 of the
          Company's 2001 Annual Report on Form 10-K have not materially changed
          from December 31, 2001.

          At September 30, 2002, the fair values of the Company's financial
          instruments were as follows:

          ($ in millions)             Notional/
          Description              Contract Amount   Carrying Value   Fair Value
          ---------------------    ---------------   --------------   ----------
          Forward contracts (1)         $633.0             $11.4          $11.4
          Interest rate swaps          1,500.0             198.3          198.3
          Outstanding debt (2)        10,812.9          11,006.7       11,140.8

          (1)  If the value of the U.S. dollar were to increase or decrease by
               10%, in relation to all hedged foreign currencies, the net
               receivable on the forward contracts would decrease or increase by
               approximately $40.3.

          (2)  If the interest rates were to increase or decrease by one
               percentage point, the fair value of the outstanding debt would
               increase or decrease by approximately $202.6.

          The estimated fair values approximate amounts at which these financial
          instruments could be exchanged in a current transaction between
          willing parties. Therefore, fair values are based on estimates using
          present value and other valuation techniques that are significantly
          affected by the assumptions used concerning the amount and timing of
          estimated future cash flows and discount rates that reflect varying
          degrees of risk. Specifically, the fair value of outstanding debt
          instruments reflects a current yield valuation based on observed
          market prices as of September 30, 2002; and the fair value of interest
          rate swaps and forward contracts reflects the present value of the
          future potential gain or (loss) if settlement were to take place on
          September 30, 2002.


                                       32
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 2002

Item 4.   Controls and Procedures
          -----------------------

          Within the 90 days prior to the date of filing this Quarterly Report
          on Form 10-Q, the Company carried out an evaluation, under the
          supervision and with the participation of the Company's management,
          including the Chief Executive Officer and Chief Financial Officer, of
          the effectiveness of the design and operation of the Company's
          disclosure controls and procedures pursuant to Exchange Act Rule
          13a-14. Based upon that evaluation, the Chief Executive Officer and
          Chief Financial Officer concluded that the Company's disclosure
          controls and procedures are reasonably effective in design and
          practice to alert them, in a timely manner, to material information
          relating to the Company (including its consolidated subsidiaries)
          required to be included in the Company's periodic SEC filings.
          Subsequent to the date of that evaluation, there have been no
          significant changes in the Company's internal controls or in other
          factors that could significantly affect internal controls, nor were
          any corrective actions required with regard to significant
          deficiencies or material weaknesses.


                                       33
<PAGE>

                           Part II - Other Information

Item 1.   Legal Proceedings
          -----------------

          The Company and its subsidiaries are parties to numerous lawsuits and
          claims arising out of the conduct of its business, including product
          liability and other tort claims, the most significant of which are
          described in the Company's Annual Report on Form 10-K for the year
          ended December 31, 2001 and Quarterly Reports on Form 10-Q for the
          quarters ended March 31, 2002 and June 30, 2002.

          On July 9, 2002, findings from the WHI study evaluating hormone
          replacement therapy were released and the subset of the study
          involving use of the Company's PREMPRO product was stopped early.
          Since that announcement, the Company has been named in eleven putative
          class action lawsuits. Three of the eleven putative class actions seek
          to represent a nationwide class of all women who have ever purchased
          or ingested PREMPRO and seek, on behalf of the class, purchase price
          refunds, personal injury damages, medical monitoring expenses and an
          order requiring the Company to inform the public of the reported risks
          of PREMPRO. Favela, et al. v. Wyeth, No. 02-05893DT, U.S.D.C., C.D.
          Ca.; Lewers, et al. v. Wyeth, No.02C4970, U.S.D.C., N.D. Ill.; and
          Szabo, et al. v. Wyeth, No. SA02-757, U.S.D.C., C.D. Ca. Five putative
          class actions each seek to represent a statewide class of women who
          have ingested the drug and seek purchase price refunds and medical
          monitoring expenses. Albertson, et al. v. Wyeth, No. 002944 Ct. Comm.
          Pleas, Philadelphia Cty., PA; Cook, et al. v. Wyeth, No.
          4-02-CV-00529WRW, U.S.D.C., E.D. Pa.; Finnigan, et al. v. Wyeth, No.
          00007, Ct. Comm. Pleas, Philadelphia Cty., PA; Gallo, et al. v. Wyeth,
          No. 002857, Ct. Comm. Pleas, Philadelphia Cty., PA.; Koenig, et al. v.
          Wyeth, No. 02-18165CA27, U.S.D.C., S.D.Fl. The remaining three
          putative class actions (the previously reported Bloch, Geller and
          Goldstein cases) have been voluntarily dismissed. An additional nine
          cases claiming personal injury damages have been filed on behalf of
          allegedly injured individuals. The Company expects that additional
          PREMPRO cases may be filed in the future.

          In the litigation involving those formulations of the Company's
          DIMETAPP and ROBITUSSIN cough/cold products that contained the
          ingredient phenylpropanolamine (PPA), California Superior Court Judge
          Anthony J. Mohr, who is supervising the California state court PPA
          litigation, has denied class certification in the four California
          putative class actions seeking damages for alleged economic losses.
          The Company is currently named as a defendant in more than 450
          lawsuits involving approximately 1,800 named plaintiffs. Of these
          lawsuits, six are purported class actions. Of the class actions suits,
          three allege economic injury caused by alleged misrepresentations
          regarding the risks involved with products containing PPA and three
          allege personal injury. The Company expects that additional PPA cases
          may be filed in the future against it and the other companies that
          marketed PPA-containing products.

          In the litigation involving allegations that the cumulative effect of
          thimerosal, a preservative used in certain vaccines manufactured and
          distributed by the Company as well as by other vaccine manufacturers,
          causes severe neurological damage, including autism in children, one
          additional class action has been filed. Ashton, et al. v. Aventis
          Pasteur, Inc., et al., No. 004026, Ct. Comm. Pleas, Philadelphia Cty.,
          PA, is a putative nationwide class action seeking medical monitoring,
          a court-supervised research program


                                       34
<PAGE>

          and compensatory and punitive damages. The Company has now been named
          as a defendant in more than 140 lawsuits involving approximately 550
          named plaintiffs. Of these lawsuits, eleven are purported class
          actions. The Company expects that additional thimerosal cases may be
          filed in the future against it and the other companies that marketed
          thimerosal-containing products.

          The Company is unable at the present time to estimate a range of
          potential exposure, if any, with respect to the PREMPRO, PPA and
          thimerosal litigations but expects to incur costs in connection with
          the defense of these matters.

          The Company has been named as a defendant in three additional lawsuits
          alleging Medicare fraud arising out of the alleged manipulation of the
          Average Wholesale Price (AWP) of Medicare Part B "Covered Drugs." AWP
          is utilized in determining the reimbursement amount of the Medicare
          Part B Covered Drugs and in calculating Medicare rebates. Thompson, et
          al. v. Abbott Laboratories, Inc., et al., No. C-024450, U.S.D.C., N.D.
          Cal.; Turner, et al. v. Abbott Laboratories, et al., No. 412357,
          Super. Ct., San Francisco Cty., CA.; and Virag, et al. v. Allergan,
          Inc., et al., No. BC282690, Super. Ct., Los Angeles Cty., CA., are
          putative class actions on behalf of California patients and
          third-party payers who allegedly have been injured by the defendants'
          alleged manipulation of the AWPs for their pharmaceutical products. In
          each case, plaintiffs seek equitable and injunctive relief, including
          restitution and disgorgement pursuant to the provisions of Section
          17200 of the California Business and Professions Code, which is the
          state's unfair and deceptive trade practices statute. The Company is
          currently a defendant in six putative class action lawsuits relating
          to AWP.

          The Company's Wyeth Medica Ireland (WMI) subsidiary has received a
          summons filed in the Irish High Court in Dublin by Schuurmans & Van
          Ginneken (SvG), a Netherlands-based molasses and liquid storage
          concern. The summons puts WMI on notice that SvG intends to file a
          formal complaint with the High Court alleging, inter alia, that WMI
          conspired with its waste disposal contractors to improperly dispose of
          a sugar water process stream that contained medroxyprogesterone
          acetate (MPA). SvG purchased sugar recovered from that process stream
          for use in its molasses refining operations. SvG has indicated that it
          seeks compensation for the contamination and disposal of up to 26,000
          tons of molasses allegedly contaminated with MPA. SvG further seeks
          compensation on behalf of an unspecified number of its animal feed
          customers who are alleged to have used contaminated molasses in their
          livestock feed formulations. The summons does not specify the amount
          of damages sought. SvG has obtained an order of attachment of certain
          assets of the Company's AHP Manufacturing, B.V. subsidiary in
          connection with the WMI matter.

          On July 7, 1997, plaintiffs were awarded $44.0 million in compensatory
          damages and $1.0 million in punitive damages in an action, which was
          commenced in U.S. District Court in August 1993 (University of
          Colorado et al. v. American Cyanamid Company, Docket No. 93-K-1657,
          D.Col.). The plaintiffs had accused American Cyanamid Company
          (Cyanamid) of misappropriating the invention of, and patenting as its
          own, the formula for the current MATERNA multi-vitamins. The complaint
          also contained allegations of conversion, fraud, misappropriation,
          wrongful naming of inventor, and copyright and patent infringement.
          The patent, whose ownership and inventorship is in dispute, was
          granted to Cyanamid in 1984. The Court had previously granted


                                       35
<PAGE>

          Cyanamid's summary judgment motions dismissing all counts for relief
          except for unjust enrichment and fraud, which were the issues tried
          before the court in a three-week bench trial in May 1996. Although the
          plaintiffs had earlier been granted summary judgment on their
          copyright infringement claim, the court declined to award plaintiffs
          damages on that claim. Plaintiffs' post-trial motions seeking to
          increase the damages to approximately $111.0 million (allegedly
          representing Cyanamid's gross profit for 1982-1995 from the sale of
          the reformulated MATERNA product) and to recover approximately $0.8
          million of attorneys' fees were denied. In November 1999, the Court of
          Appeals affirmed in part and vacated in part the District Court's
          judgment, and remanded this case to the District Court for further
          proceedings. Under this ruling, the $45.0 million judgment against the
          Company was vacated. Following remand, the District Court conducted an
          oral hearing on the inventorship issue and, in March 2001, a trial on
          damages issues was held. The District Court concluded that University
          of Colorado employees are the sole inventors of the disputed patent.
          In August 2002, the District Court handed down its final findings of
          fact and conclusion of law and entered its judgment awarding
          plaintiffs compensatory damages of $55.7 million plus punitive damages
          of $1.0 million. The Company has filed a Notice of Appeal to the U.S.
          Court of Appeals for the Federal Circuit, appealing the District
          Court's earlier holding of liability (i.e., that the University of
          Colorado employees are the sole inventors of the MATERNA formulation
          patent) as well as the damage awards.

          In September 2002, Israel Bio-Engineering Project (IBEP) filed an
          action against Amgen, Immunex, the Company and one of the Company's
          subsidiaries (Docket No. C02-6880 ER, D. Ca.) alleging infringement of
          U.S. Patent 5,981,701, by the manufacture, offer for sale,
          distribution and sale of ENBREL. IBEP is not the legal title holder of
          this patent, but is alleging equitable ownership. IBEP has requested a
          jury trial. IBEP seeks an accounting of damages and of any royalties
          or license fees paid to a third party and seeks to have the damages
          trebled on account of alleged willful infringement. IBEP also seeks to
          require the defendants to take a compulsory non-exclusive license. The
          matter is in a preliminary stage. In March 2002, Zymogenetics, Inc.
          filed an action for patent infringement against Immunex, subsequently
          acquired by Amgen, alleging that the manufacture and sale of ENBREL
          willfully infringes six U.S. patents relating to specified fusion
          proteins and specified processes for making those proteins
          (Zymogenetics, Inc. v. Immunex Corp., Docket No. C02-561R, D. Wash.).
          Zymogenetics seeks a declaration of infringement and available
          remedies under the patent laws, including monetary damages and
          injunctive relief and has requested a jury trial. Immunex has denied
          infringement and has asserted patent invalidity as an affirmative
          defense and counterclaim. In May 2002, the District Court ordered
          bifurcation of the liability (infringement and validity) issues from
          the damages and willfulness issues. Amgen has advised the Company that
          it intends to vigorously defend this litigation. Under its agreement
          with Amgen for the promotion of ENBREL, the Company has an obligation
          to pay a portion of the patent litigation expenses related to ENBREL
          in the U.S. and Canada as well as a portion of any damages or other
          monetary relief awarded in such patent litigation.

          On July 26, 2002, a Brazilian Federal Public Attorney filed a public
          civil action against the Federal Government of Brazil, Laboratorios
          Wyeth-Whitehall Ltda. (LWWL), a Brazilian subsidiary of the Company,
          and Colgate Palmolive Company, as represented by its Brazilian
          subsidiary, Kolynos do Brasil Ltda. (Kolynos), seeking to nullify and


                                       36
<PAGE>

          overturn the April 11, 2000 decision by the Brazilian First Board of
          Tax Appeals which had found that the capital gain of LWWL from its
          divestiture of its oral healthcare business was not taxable in Brazil.
          The action seeks to hold LWWL jointly and severally liable with
          Kolynos and the Brazilian Federal Government. The amount of taxes
          originally attributable to the transaction was approximately $80.0
          million. Management believes that this action is without merit.

          The Company intends to defend all of the foregoing litigation
          vigorously. In the opinion of the Company, although the outcome of any
          legal proceedings cannot be predicted with certainty, the ultimate
          liability of the Company in connection with its legal proceedings will
          not have a material adverse effect on the Company's financial position
          but could be material to the results of operations or cash flows in
          any one accounting period.


Item 5.   Approval of Non-Audit Services
          ------------------------------

          On September 26, 2002, the Company's Audit Committee approved
          utilization of the Company's outside auditors to perform services
          related to analysis and review of the consolidated and local foreign
          tax provisions, preparation of local foreign tax returns, assistance
          in foreign tax audits and transfer pricing documentation related to
          the year ending December 31, 2002.


                                       37
<PAGE>

Item 6.   Exhibits and Reports on Form 8-K
          --------------------------------

          (a)   Exhibits
                --------

                Exhibit No.   Description
                -----------   -----------


                   (12)       Computation of Ratio of Earnings to Fixed Charges.

                  (99.1)      Certification pursuant to 18 U.S.C. Section 1350,
                              as adopted pursuant to Section 906 of the
                              Sarbanes-Oxley Act of 2002.

                  (99.2)      Certification pursuant to 18 U.S.C. Section 1350,
                              as adopted pursuant to Section 906 of the
                              Sarbanes-Oxley Act of 2002.


          (b)   Reports on Form 8-K
                -------------------

                The following Current Reports on Form 8-K were filed by the
                Company during the 2002 third quarter:

                o    On July 29, 2002, relating to the exchange of Immunex
                     shares in the acquisition of Immunex by Amgen (including
                     disclosure on Items 2 and 7).

                o    On August 8, 2002, to file the CEO and CFO certifications
                     pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                     in connection with the Company's Quarterly Report on
                     Form 10-Q for the quarter ended June 30, 2002 (including
                     disclosure under Regulation FD on Items 7 and 9).


                                       38
<PAGE>

                                    Signature
                                    ---------


          Pursuant to the requirements of the Securities Exchange Act of 1934,
          the Registrant has duly caused this report to be signed on its behalf
          by the undersigned thereunto duly authorized.




                                      Wyeth
                                      -----
                                  (Registrant)


                              By /s/ Paul J. Jones
                                 -----------------
                                  Paul J. Jones
                         Vice President and Comptroller
                           (Duly Authorized Signatory
                          and Chief Accounting Officer)


Date: November 13, 2002


                                       39
<PAGE>

                                 Certifications
                                 --------------

          I, Robert Essner, certify that:

          1.   I have reviewed this quarterly report on Form 10-Q of Wyeth (the
               registrant);

          2.   Based on my knowledge, this quarterly report does not contain any
               untrue statement of a material fact or omit to state a material
               fact necessary to make the statements made, in light of the
               circumstances under which such statements were made, not
               misleading with respect to the period covered by this quarterly
               report;

          3.   Based on my knowledge, the financial statements, and other
               financial information included in this quarterly report, fairly
               present in all material respects the financial condition, results
               of operations and cash flows of the registrant as of, and for,
               the periods presented in this quarterly report;

          4.   The registrant's other certifying officers and I are responsible
               for establishing and maintaining disclosure controls and
               procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
               for the registrant and we have:

               a)   designed such disclosure controls and procedures to ensure
                    that material information relating to the registrant,
                    including its consolidated subsidiaries, is made known to us
                    by others within those entities, particularly during the
                    period in which this quarterly report is being prepared;

               b)   evaluated the effectiveness of the registrant's disclosure
                    controls and procedures as of a date within 90 days prior to
                    the filing date of this quarterly report (the "Evaluation
                    Date"); and

               c)   presented in this quarterly report our conclusions about the
                    effectiveness of the disclosure controls and procedures
                    based on our evaluation as of the Evaluation Date;

          5.   The registrant's other certifying officers and I have disclosed,
               based on our most recent evaluation, to the registrant's auditors
               and the audit committee of registrant's board of directors (or
               persons performing the equivalent function):

               a)   all significant deficiencies in the design or operation of
                    internal controls which could adversely affect the
                    registrant's ability to record, process, summarize and
                    report financial data and have identified for the
                    registrant's auditors any material weaknesses in internal
                    controls; and

               b)   any fraud, whether or not material, that involves management
                    or other employees who have a significant role in the
                    registrant's internal controls; and


                                       40
<PAGE>

          6.   The registrant's other certifying officers and I have indicated
               in this quarterly report whether or not there were significant
               changes in internal controls or in other factors that could
               significantly affect internal controls subsequent to the date of
               our most recent evaluation, including any corrective actions with
               regard to significant deficiencies and material weaknesses.





                              By /s/ Robert Essner
                                 -----------------
                                  Robert Essner
                      President and Chief Executive Officer


Date: November 13, 2002


                                       41
<PAGE>

                                 Certifications
                                 --------------


          I, Kenneth J. Martin, certify that:

          1.   I have reviewed this quarterly report on Form 10-Q of Wyeth (the
               registrant);

          2.   Based on my knowledge, this quarterly report does not contain any
               untrue statement of a material fact or omit to state a material
               fact necessary to make the statements made, in light of the
               circumstances under which such statements were made, not
               misleading with respect to the period covered by this quarterly
               report;

          3.   Based on my knowledge, the financial statements, and other
               financial information included in this quarterly report, fairly
               present in all material respects the financial condition, results
               of operations and cash flows of the registrant as of, and for,
               the periods presented in this quarterly report;

          4.   The registrant's other certifying officers and I are responsible
               for establishing and maintaining disclosure controls and
               procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
               for the registrant and we have:

               a)   designed such disclosure controls and procedures to ensure
                    that material information relating to the registrant,
                    including its consolidated subsidiaries, is made known to us
                    by others within those entities, particularly during the
                    period in which this quarterly report is being prepared;

               b)   evaluated the effectiveness of the registrant's disclosure
                    controls and procedures as of a date within 90 days prior to
                    the filing date of this quarterly report (the "Evaluation
                    Date"); and

               c)   presented in this quarterly report our conclusions about the
                    effectiveness of the disclosure controls and procedures
                    based on our evaluation as of the Evaluation Date;

          5.   The registrant's other certifying officers and I have disclosed,
               based on our most recent evaluation, to the registrant's auditors
               and the audit committee of registrant's board of directors (or
               persons performing the equivalent function):

               a)   all significant deficiencies in the design or operation of
                    internal controls which could adversely affect the
                    registrant's ability to record, process, summarize and
                    report financial data and have identified for the
                    registrant's auditors any material weaknesses in internal
                    controls; and

               b)   any fraud, whether or not material, that involves management
                    or other employees who have a significant role in the
                    registrant's internal controls; and


                                       42
<PAGE>

          6.   The registrant's other certifying officers and I have indicated
               in this quarterly report whether or not there were significant
               changes in internal controls or in other factors that could
               significantly affect internal controls subsequent to the date of
               our most recent evaluation, including any corrective actions with
               regard to significant deficiencies and material weaknesses.






                            By /s/ Kenneth J. Martin
                               ---------------------
                                Kenneth J. Martin
              Executive Vice President and Chief Financial Officer


Date: November 13, 2002


                                       43
<PAGE>

                                  Exhibit Index
                                  -------------


          Exhibit No.    Description
          -----------    -----------

             (12)        Computation of Ratio of Earnings to Fixed Charges.

            (99.1)       Certification pursuant to 18 U.S.C. Section 1350, as
                         adopted pursuant to Section 906 of the Sarbanes-Oxley
                         Act of 2002.

            (99.2)       Certification pursuant to 18 U.S.C. Section 1350, as
                         adopted pursuant to Section 906 of the Sarbanes-Oxley
                         Act of 2002.


                                      EX-1