=====================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                  FORM 10-Q


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



For Quarter Ended September 30, 1995    Commission File Number 1-1225



                     AMERICAN HOME PRODUCTS CORPORATION
                     ----------------------------------
            (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 (201) 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, 1995:

                                               Number of
                    Class                  Shares Outstanding
      --------------------------------     ------------------
      Common Stock, $.33-1/3 par value        312,711,204

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

             AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES


                                 INDEX


                                                              Page No.
                                                              --------
Part I - Financial Information                                    2


     Item 1.   Financial Statements:


          Consolidated Condensed Balance Sheets - 
            September 30, 1995 and December 31, 1994              3

          Consolidated Condensed Statements of Income -
            Three Months and Nine Months Ended 
            September 30, 1995 and 1994                           4

          Consolidated Condensed Statements of Retained                
            Earnings and Additional Paid-in Capital - Nine
            Months Ended September 30, 1995 and 1994              5

          Consolidated Condensed Statements of Cash Flows -
            Nine Months Ended September 30, 1995 and 1994         6

          Notes to Consolidated Condensed Financial Statements    7
          
     Item 2.   Management's Discussion and Analysis of
               Financial Condition and Results of Operations      8-17


Part II - Other Information


     Item 1.   Legal Proceedings                                 18-19

     Item 6.   Exhibits and Reports on Form 8-K                  19

Signature                                                        20

Exhibit Index                                                    Ex-1

                                    -1-
<PAGE>

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



AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES

The consolidated condensed financial statements included herein
have been prepared by 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 generally
accepted accounting principles 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 financial statements include all adjustments
necessary to present fairly the financial position of the Company
as of September 30, 1995 and December 31, 1994, the results of
its operations for the three months and nine months ended
September 30, 1995 and 1994, and its cash flows and the changes
in retained earnings and additional paid-in capital for the nine
months ended September 30, 1995 and 1994.  It is suggested that
these 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 Annual Report on Form 10-K for
the year ended December 31, 1994 and its first and second quarter
1995 Form 10-Qs.

                                   -2-
<PAGE>

             AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED CONDENSED BALANCE SHEETS
                   (In Thousands Except Per Share Amounts)

                                              Sept. 30,     Dec. 31,
                                                 1995         1994   
                                             -----------  -----------
ASSETS
Cash and cash equivalents................... $ 1,866,860  $ 1,696,204
Marketable securities.......................     213,217      247,970
Accounts receivable less allowances.........   2,679,914    2,380,730
Inventories:
     Finished goods.........................   1,086,188    1,158,045
     Work in progress.......................     607,533      525,269
     Materials and supplies.................     564,706      562,836
                                             -----------  ----------- 
                                               2,258,427    2,246,150
Other current assets........................   1,019,932    1,250,192
                                             -----------  ----------- 
     Total Current Assets...................   8,038,350    7,821,246

Property, plant and equipment...............   5,936,016    5,458,075
     Less accumulated depreciation..........   1,949,573    1,646,145
                                             -----------  -----------
                                               3,986,443    3,811,930
Goodwill....................................   8,834,111    9,181,129
Other assets................................     918,331      860,507
                                             -----------  -----------
Total Assets                                 $21,777,235  $21,674,812
                                             ===========  ===========
LIABILITIES
Loans payable............................... $    84,311  $   113,284
Trade accounts payable......................   1,086,182    1,042,468
Accrued expenses............................   3,001,526    2,999,127
Accrued federal and foreign taxes...........     453,604      463,207
                                              ----------  ----------- 
     Total Current Liabilities..............   4,625,623    4,618,086

Long-term debt..............................   8,491,801    9,973,240
Accrued postretirement benefit  
     obligation.............................     732,131      696,814 
Other noncurrent liabilities................   2,071,244    1,809,153 
Minority interests..........................     332,633      323,418 

SHAREHOLDERS' EQUITY
$2 convertible preferred stock,
     par value $2.50 per share..............          88           91 
Common stock, par value $.33-1/3 per share..     103,852      101,994 
Additional paid-in capital..................   1,338,731    1,020,658 
Retained earnings...........................   4,137,662    3,226,100 
Currency translation adjustments............     (56,530)     (94,742)
                                             -----------  -----------
     Total Shareholders' Equity.............   5,523,803    4,254,101 
                                             -----------  -----------
Total Liabilities and Shareholders' Equity   $21,777,235  $21,674,812 
                                             ===========  ===========
      The accompanying notes are an integral part of these statements.
                                    -3-
<PAGE>

              AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED CONDENSED STATEMENTS OF INCOME 
                     (In Thousands Except Per Share Amounts)


                                   Three Months           Nine Months
                                Ended September 30,    Ended September 30,
                                                               
                                 1995        1994        1995        1994
                              ----------  ----------  ----------- ----------
Net sales.................    $3,257,789  $2,258,525  $10,048,118 $6,380,423
                              ----------  ----------  ----------- ----------
Cost of goods sold........     1,070,592     735,003    3,522,368  2,020,363
Selling, admin., and 
  general expenses........     1,196,582     781,845    3,679,970  2,253,002
Research and development
  expenses................       341,329     179,470      984,617    532,289
Restructuring charge......       180,240         -        180,240    173,697
Interest expense..........       165,975      17,820      512,654     51,409 
Other (income) exp., net..       (60,763)    (29,203)  (1,154,883)  (120,264)
                              ----------  ----------  ----------- ----------
Income before federal and
  foreign taxes...........       363,834     573,590    2,323,152  1,469,927 

Provision for taxes.......        87,308     160,605      724,398    341,161  
                              ----------  ----------  ----------- ----------
Net income................    $  276,526  $  412,985  $ 1,598,754 $1,128,766
                              ==========  ==========  =========== ==========  
                                
Net income per share of 
  common stock............    $     0.89  $     1.35  $      5.18 $     3.67
                              ==========  ==========  =========== ==========
Dividends per share of 
  common stock............    $     0.75  $     0.73  $      2.25 $     2.19
                              ==========  ==========  =========== ==========
Average number of common 
  shares and common share 
  equivalents of preferred 
  stock outstanding during 
  the period used in the 
  computation of net income 
  per share................      310,625     306,230      308,715    307,813




        The accompanying notes are an integral part of these statements.
                                     -4-
<PAGE>

              AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
            CONSOLIDATED CONDENSED STATEMENTS OF RETAINED EARNINGS 
                         AND ADDITIONAL PAID-IN CAPITAL
                                 (In Thousands)

                                          Nine Months Ended September 30,
RETAINED EARNINGS                               1995           1994
                                             ----------     ----------
   Balance, beginning of period              $3,226,100     $2,884,244      
                                              
   Add: Net income                            1,598,754      1,128,766
                                             ----------     ----------
                                              4,824,854      4,013,010
                                             ----------     ----------

   Less: Cash dividends declared                693,991        673,727
         Cost of treasury stock acquired        
           less amounts charged to capital        5,019        271,118
                                             ----------     ----------   
                                                699,010        944,845
                                             ----------     ----------
   Unrealized gain (loss) on marketable
     securities                                  11,818         (9,122)
                                             ----------     ----------
   Balance, end of period                    $4,137,662     $3,059,043
                                             ==========     ==========


ADDITIONAL PAID-IN CAPITAL

   Balance, beginning of period              $1,020,658     $1,014,911

   Add: Excess over par value of common     
          stock issued                          318,716         32,429

   Less: Cost of treasury stock acquired, 
          less amounts charged to retained    
          earnings                                  643         39,823      
                                             ----------     ----------
   Balance, end of period                    $1,338,731     $1,007,517
                                             ==========     ==========



        The accompanying notes are an integral part of these statements.
                                     -5-
<PAGE>

                AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                  (In Thousands)

                                              Nine Months Ended September 30, 
                                                    1995         1994   
                                                 ----------   ----------
Operating Activities
--------------------
Net income...................................    $1,598,754   $1,128,766
Adjustments to reconcile net income to net
  cash provided from operating activities:
  Gains on sales of businesses...............      (959,845)     (51,612)
  Gains on sales of other assets.............       (31,346)     (24,175)
  Depreciation and amortization..............       431,104      193,681
  Deferred income taxes......................       (15,165)    (122,214)
  Restructuring charge.......................       180,240      173,697
  Changes in working capital, net............      (456,522)    (332,122)
  Other items, net...........................       153,951      (34,952)
                                                 ----------   ----------
Net cash provided from operating activities..       901,171      931,069
                                                 ----------   ----------
Investing Activities
--------------------
Purchases of property, plant and equipment...      (478,474)    (316,634)
Proceeds from sales of businesses, net of
  cash sold..................................     1,519,059      113,539 
Purchases of businesses, net of cash                                          
  acquired...................................      (130,000)     (28,472)     
Proceeds of marketable securities, net.......        46,571       20,623
Proceeds from sales of other assets, net.....       195,902       59,219      
                                                 ----------   ----------
Net cash provided from/(used for) investing
  activities.................................     1,153,058     (151,725)
                                                 ----------   ----------
Financing Activities
--------------------
Dividends paid...............................      (693,991)    (673,727)
Net repayments of debt.......................    (1,510,412)       3,110 
Purchases of treasury stock..................        (5,687)    (312,730)
Exercise of stock options....................       317,337       28,724
                                                 ----------   ----------
Net cash used for financing activities.......    (1,892,753)    (954,623)
                                                 ----------   ----------
Effects of exchange rates on cash balances...         9,180       14,804 
                                                 ----------   ----------
Increase/(decrease)in cash and cash 
  equivalents................................       170,656     (160,475)
Cash and cash equivalents, beginning 
  of period..................................     1,696,204    1,936,834
                                                 ----------   ----------
Cash and cash equivalents, end of period.....    $1,866,860   $1,776,359
                                                 ==========   ==========
         The accompanying notes are an integral part of these statements. 
Supplemental Information
------------------------
  Interest payments                              $  538,738   $   45,696
  Income tax payments                            $  786,527   $  388,780
                                       -6-
<PAGE>
     
AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
                                        
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


Note 1.   RESTRUCTURING CHARGE
          --------------------
          The 1995 third quarter results of operations include a pre-tax
          restructuring charge of $180.2 million ($117.2 million after-tax)
          to record the costs of implementing the integration plan for the
          American Cyanamid Company (ACY) acquisition related to American
          Home Products Corporation (AHP) operations.  The integration plan
          will eliminate excess production capacity and facilities, reduce
          overhead and realign the Company's resources to achieve its
          strategic objectives.  The restructuring charge, which is related
          to AHP personnel and facilities, includes provisions for severance
          and related outplacement benefits of $93.4 million to reduce the
          Company's workforce; reductions in the carrying values of certain
          assets related to manufacturing operations to be eliminated as part
          of the integration plan of $43.9 million; and production and
          administrative facility closure costs of $42.9 million.  The
          restructuring charge excludes costs associated with ACY personnel
          and facilities as these costs were included in the overall
          evaluation of net assets acquired from ACY.  The total workforce
          reduction, primarily in the pharmaceutical, consumer health care
          and medical supplies and diagnostic businesses, will be
          approximately 7,100 positions worldwide.  The facilities affected
          include certain U.S. locations and multiple locations overseas.

Note 2.   OTHER (INCOME) EXPENSE, NET
          ---------------------------
          Other (income) expense, net for the nine months ended September 30,
          1995 includes a pre-tax gain of $959.8 million on the sale of the
          South American oral health care business in January 1995.
                                       -7-
<PAGE>

       Management's Discussion and Analysis of Financial Condition
                        and Results of Operations
          Three Months and Nine Months Ended September 30, 1995


Results of Operations
---------------------
Effective December 1, 1994, the Company consolidated the results
of operations of ACY.  As a result, significant variations exist
when the results for the 1995 third quarter and first nine months
are compared to those for the same periods of 1994 since the
Company's 1995 operating results reflect ACY's operating results
and related acquisition interest expense and goodwill
amortization.  Accordingly, management's discussion and analysis
of results of operations for the 1995 third quarter and first
nine months has been presented, for the most part, on a pro forma
basis assuming the acquisition of ACY and other businesses had
taken place on January 1, 1994, and excluding the sales of
businesses disposed of in 1994 and 1995.  The 1994 pro forma
results of operations include the impact of adjustments for
interest expense on ACY acquisition debt, amortization of
goodwill and merger-related financing costs, and related income
tax benefits.  The 1994 pro forma results are not necessarily
indicative of what actually would have occurred if the ACY
acquisition had taken place on January 1, 1994, and do not
reflect any cost savings from merger-related synergies.  The 1994
pro forma amounts are consistent with those presented in the
Company's Annual Report on Form 10-K for the year ended December
31, 1994 and Current Report on Form 8-K dated December 6, 1994.

On a pro forma basis, consolidated net sales increased 5% for the
1995 third quarter and increased 3% for the first nine months. 
The results reflect higher sales of international health care and
worldwide agricultural products, partially offset by lower sales
of domestic health care and food products.  The increase in third
quarter sales was comprised of unit volume increases of 4% and
favorable foreign exchange of 1%.  The increase in first nine
months sales was comprised of price increases of 1% and favorable
foreign exchange of 2%.  Pro forma health care product segment
sales increased 3% for the 1995 third quarter and increased 2%
for the first nine months.  Agricultural product sales increased
39% for the 1995 third quarter and 22% for the first nine months. 
Food product sales decreased 21% for the 1995 third quarter and
16% for the first nine months.

ACY's 1995 third quarter and first nine months results of
operations, which include acquisition related cost savings, were
more than offset by the dilutive effect of the interest expense
and goodwill amortization related to the acquisition.  Interest
expense and goodwill amortization costs are expected to have a
dilutive effect on earnings to be reported for the 1995 fourth
                                   -8-
<PAGE>

       Management's Discussion and Analysis of Financial Condition
                        and Results of Operations
          Three Months and Nine Months Ended September 30, 1995


quarter and full year.

The following tables set forth net sales results by major product
category and business segment together with percentage changes of
the "As Reported" and "Pro Forma" net sales:

                           Three Months    As Reported Pro Forma
($ in Millions)        Ended September 30,  %Increase  %Increase
Net Sales to Customers     1995     1994    (Decrease) (Decrease)
----------------------   -------- --------  ----------  ---------
Health Care Products
  Pharmaceuticals        $1,909.0 $1,254.7     52%         6%
  Consumer Health Care      561.9    535.3      5%         1%
  Medical Supplies and
    Diagnostics             286.0    204.5     40%         3%
                         -------- --------       
Total Health Care
    Products              2,756.9  1,994.5     38%         3%

Agricultural Products       292.0       -       -         39%

Food Products               208.9    264.0    (21)%      (21)%
                         -------- --------       
Consolidated Net Sales   $3,257.8 $2,258.5     44%         5%
                         ======== ========

                           Nine Months     As Reported Pro Forma
($ in Millions)        Ended September 30,  %Increase  %Increase
Net Sales to Customers    1995      1994    (Decrease) (Decrease)
----------------------  --------- --------  ----------  ---------
Health Care Products
  Pharmaceuticals       $ 5,503.1 $3,697.8     49%         2%
  Consumer Health Care    1,442.8  1,323.5      9%         - 
  Medical Supplies and
    Diagnostics             861.9    634.9     36%         5%
                        --------- --------
Total Health Care       
    Products              7,807.8  5,656.2     38%         2%

Agricultural Products     1,631.2      -        -         22%

Food Products               609.1    724.2    (16)%      (16)%
                        --------- --------       
Consolidated Net Sales  $10,048.1 $6,380.4     57%         3%
                        ========= ========
                                   -9-
<PAGE>

       Management's Discussion and Analysis of Financial Condition
                        and Results of Operations
          Three Months and Nine Months Ended September 30, 1995


The following sales variation explanations are presented on a pro
forma basis:

     Worldwide pharmaceutical sales increased 6% for the 1995
     third quarter and 2% for the first nine months.  U.S.
     pharmaceutical sales increased 1% for the 1995 third quarter
     and decreased 6% for the first nine months.  The increase in
     third quarter U.S. sales was comprised of unit volume
     increases of 2% offset by price decreases of 1%.  The
     decrease in first nine months U.S. sales includes the impact
     of a change in timing of trade incentive programs on Wyeth-
     Ayerst products in the 1995 second quarter, which affected
     all major Wyeth-Ayerst product categories, and declines in
     Lederle antibiotics and vaccines as anticipated.  The
     decrease in first nine months U.S. sales was comprised of
     unit volume decreases of 5% and price decreases of 1%.

     International pharmaceutical sales increased 13% for the
     1995 third quarter and 14% for the first nine months due
     primarily to higher sales of oral contraceptives, infant
     nutritionals, TAZOCIN and PREMARIN, and favorable foreign
     exchange.  The increase in third quarter international sales
     was comprised of unit volume increases of 9%, price
     increases of 2% and favorable foreign exchange of 2%.  The
     increase in first nine months international sales was
     comprised of unit volume increases of 7%, price increases of
     2% and favorable foreign exchange of 5%.

     Worldwide consumer health care sales increased 1% for the
     1995 third quarter and were even for the first nine months. 
     U.S. consumer health care sales decreased 2% for the 1995
     third quarter and 6% for the first nine months.  The
     decrease in third quarter U.S. sales was due principally to
     lower sales of cough/cold products.  The decline in first
     nine months U.S. sales was due to lower sales of analgesics
     attributable primarily to the timing of certain promotional
     programs.  The decrease in third quarter U.S. sales was
     comprised of unit volume decreases of 3% offset by price
     increases of 1%.  The decrease in first nine months U.S.
     sales was comprised of volume decreases of 7% offset by
     price increases of 1%.  

     International consumer health care sales increased 8% for
     the 1995 third quarter and 18% for the first nine months due
     principally to higher sales of analgesics, cough/cold
     products, and vitamins, and favorable foreign exchange.  The
     increase in third quarter international sales was comprised
                                  -10-
<PAGE>

       Management's Discussion and Analysis of Financial Condition
                        and Results of Operations
          Three Months and Nine Months Ended September 30, 1995


     of unit volume increases of 3%, price increases of 4% and
     favorable foreign exchange of 1%.  The increase in first
     nine months international sales was comprised of unit volume
     increases of 8%, price increases of 8% and favorable foreign
     exchange of 2%.

     Worldwide medical supplies and diagnostic product sales
     increased 3% for the 1995 third quarter and 5% for the first
     nine months due principally to higher international sales of
     the Sherwood product line, and favorable foreign exchange. 
     The increase in third quarter sales was attributable
     primarily to favorable foreign exchange.  The increase in
     first nine months sales was comprised of unit volume
     increases of 2% and favorable foreign exchange of 3%.

     Worldwide agricultural product sales increased 39% for the
     1995 third quarter and 22% for the first nine months.  U.S.
     sales increased in the 1995 third quarter and first nine
     months as unusually wet spring conditions resulted in the
     following:  a shift in sales from pre-emergent herbicides to
     post-emergent herbicides; a shift in acreage from corn to
     soybeans; and an extended planting season into mid July. 
     These factors resulted in higher third quarter sales of 
     PURSUIT herbicide and other crop protection products
     partially offset by lower sales of COUNTER insecticide. 
     U.S. sales increased 8% for the first nine months as higher
     sales of PURSUIT and PROWL herbicides and other crop
     protection products were partially offset by lower sales of
     SQUADRON and SCEPTER herbicides and COUNTER insecticide. 
     The increase in third quarter U.S. sales was attributable to
     unit volume increases.  The increase in first nine months
     U.S. sales was comprised of unit volume increases of 7% and
     price increases of 1%.  Due to the seasonality of the U.S.
     agricultural business, a majority of U.S. agricultural
     product sales and results of operations are realized in the
     first half of the year.

     International agricultural product sales increased 23% for
     the 1995 third quarter and 40% for the first nine months due
     primarily to higher sales of PURSUIT and PROWL (marketed as
     STOMP internationally) herbicides, DELAN fungicide and other
     international crop protection products.  The increase in
     third quarter international sales was comprised of unit
     volume increases of 22% and favorable foreign exchange of
     1%.  The increase in first nine months international sales
     was comprised of unit volume increases of 31%, price
     increases of 1% and favorable foreign exchange of 8%.  Unit
                                  -11-
<PAGE>

       Management's Discussion and Analysis of Financial Condition
                        and Results of Operations
          Three Months and Nine Months Ended September 30, 1995


     volume increases were due primarily to favorable weather
     conditions in Europe throughout the growing season.

     Sales of food products decreased 21% for the 1995 third
     quarter and 16% for the first nine months due principally to
     decreased sales of CHEF BOYARDEE canned pasta, PAM, POLANER
     and CRUNCH & MUNCH. The sales decrease was due primarily to
     competitive new products and marketing activity, and the
     timing and extent of trade incentives.  The decrease in
     third quarter sales was attributable to unit volume
     decreases.  The decrease in the first nine months sales was
     comprised of unit volume decreases of 17% offset by price
     increases of 1%.

The tables below present comparative net sales for the third
quarter and first nine months of 1995 by geographic segments.  On
a pro forma basis, the sales increases in foreign geographic
segments, in particular, Europe and Africa, are due primarily to
higher international sales of healthcare and agricultural
products, as well as favorable foreign exchange.

                           Three Months    As Reported Pro Forma
($ in Millions)        Ended September 30,  %Increase  %Increase
Net Sales to Customers     1995     1994    (Decrease) (Decrease)
----------------------   -------- --------  ---------- ----------
U.S.                     $1,952.8 $1,532.1      27%        (1)%
Europe and Africa           732.3    329.9     122%        15%
Canada and Latin America    310.8    249.6      25%        18%
Asia and Australia          261.9    146.9      78%         5%
                         -------- --------        
Consolidated Net Sales   $3,257.8 $2,258.5      44%         5%
                         ======== ========

                            Nine Months    As Reported Pro Forma
($ in Millions)        Ended September 30,  %Increase  %Increase
Net Sales to Customers    1995      1994    (Decrease) (Decrease)
----------------------  --------- --------  ---------- ----------
U.S.                    $ 5,952.5 $4,321.0      38%        (5)%
Europe and Africa         2,362.4    943.2     150%        17%
Canada and Latin America    940.9    701.0      34%        26%
Asia and Australia          792.3    415.2      91%        15%
                        --------- --------    
Consolidated Net Sales  $10,048.1 $6,380.4      57%         3%
                        ========= ========

On a pro forma basis, cost of goods sold, as a percentage of net
sales, decreased 1.8% in the 1995 third quarter and increased
                                  -12-
<PAGE>

       Management's Discussion and Analysis of Financial Condition
                        and Results of Operations
          Three Months and Nine Months Ended September 30, 1995


0.3% in the first nine months.  The decrease in the 1995 third
quarter was due primarily to changes in the pharmaceutical and
agricultural product mix.  The increase in the 1995 first nine
months was due, in part, to changes in product mix and
unfavorable manufacturing variances.

On a pro forma basis, selling, administrative and general
expenses, as a percentage of net sales, decreased 2.2% in the
1995 third quarter and 0.4% in the first nine months.  Lower
selling  and administrative expenses were due primarily to merger
related synergies and were partially offset by increased general
expenses in both the 1995 third quarter and first nine months. 
Higher general expenses in the 1995 first nine months were due,
in part, to the reversal of certain litigation reserves that no
longer were required in the 1994 first quarter which lowered 1994
first nine months general expenses.

On a pro forma basis, research and development expenses in the
1995 third quarter and first nine months were comparable with
1994 amounts.

On a pro forma basis, interest expense decreased in the 1995
third quarter and first nine months due primarily to long-term
debt reduction and lower interest rates on ACY acquisition debt.

On an as reported basis, income before taxes, net income and net
income per share decreased in the 1995 third quarter compared to
1994 due primarily to the 1995 third quarter restructuring charge
which reduced income before taxes by $180.2 million and net
income and net income per share by $117.2 million and $.38 per
share.  Excluding the 1995 third quarter restructuring charge,
income before taxes was $544.1 million and net income and net
income per share were $393.7 million and $1.27 per share for the
1995 third quarter versus income before taxes of $573.6 million
and net income and net income per share of $413.0 million and
$1.35 in 1994.

On a pro forma basis, net income and net income per share for the
1994 third quarter were $270.1 million and $.88 per share. 
Excluding the 1995 third quarter restructuring charge, the higher
results for the 1995 third quarter were due primarily to lower
interest expense, increased net sales, and cost savings from
merger-related synergies with ACY and the Company's previously
announced Organizational Effectiveness and Supply Chain programs.

On an as reported basis, income before taxes, net income and net
income per share for the 1995 first nine months increased due
                                  -13-
<PAGE>

       Management's Discussion and Analysis of Financial Condition
                        and Results of Operations
          Three Months and Nine Months Ended September 30, 1995


primarily to the gain on the sale of the oral health care
business of $959.8 million before tax and $623.9 million and
$2.02 per share after tax in the 1995 first quarter.  Excluding
this gain and the 1995 third quarter restructuring charge, income
before taxes was $1,543.5 million and net income and net income
per share were $1,092.0 million and $3.54 per share for the 1995
first nine months versus income before taxes of $1,567.8 million
(excluding the 1994 second quarter restructuring charge of $173.7
million and gains on sales of assets of $75.8 million) and net
income and net income per share of $1,128.8 million and $3.67 per
share in 1994.  The 1994 second quarter restructuring charge,
gains on asset sales and reduction of certain tax accruals, in
the aggregate, had no effect on net income or net income per
share in 1994.  

On a pro forma basis, net income and net income per share for the
1994 first nine months were $957.4 million or $3.11 per share. 
Excluding the 1995 first quarter gain on the sale of the oral
health care business and the 1995 third quarter restructuring
charge, the higher results for the 1995 first nine months were
due principally to lower interest expense, increased net sales,
and cost savings from merger-related synergies with ACY and the
Company's previously announced Organizational Effectiveness and
Supply Chain programs.
                                  -14-
<PAGE>

       Management's Discussion and Analysis of Financial Condition
                        and Results of Operations
          Three Months and Nine Months Ended September 30, 1995


                           As Reported                As Reported
                          Three Months                Nine Months
($ in Millions)        Ended September 30,        Ended September 30,
Income Before Taxes     1995          1994      1995               1994
-------------------   -------        ------   --------           --------
Health Care Products  $ 544.9 (1)    $548.1   $2,461.5 (1)(2)    $1,318.5 (3)
Agricultural Products    10.2           -        382.3                - 
Food Products            17.1          44.4       42.2               95.1
Corporate              (208.3)(4)     (18.9)    (562.8)(2)(4)        56.3 (3)
                      -------        ------   --------           --------
Consolidated Income 
  Before Taxes        $ 363.9        $573.6   $2,323.2           $1,469.9
                      =======        ======   ========           ========

                          As Reported                 As Reported
                         Three Months                 Nine Months
($ in Millions)        Ended September 30,        Ended September 30,
Income Before Taxes     1995          1994      1995               1994
-------------------   -------        ------   --------           --------
United States         $ 229.1 (1)(4) $410.3   $  764.2 (1)(2)(4) $  995.5 (3)
Europe and Africa        34.7 (1)      74.0      415.4 (1)          210.4
Canada and Latin 
      America            74.4 (1)      62.6    1,017.8 (1)(2)       188.9
Asia and Australia       25.7 (1)      26.7      125.8 (1)           75.1
                      -------        ------   --------           --------
Consolidated Income 
  Before Taxes        $ 363.9        $573.6   $2,323.2           $1,469.9
                      =======        ======   ========           ========

(1)  Includes the 1995 restructuring charge of $180.2 million identified as
     follows:  Health Care Products ($180.2 million), United States ($66.2
     million), Europe and Africa ($100.3 million), Canada and Latin America
     ($9.1 million) and Asia and Australia ($4.6 million).

(2)  Includes the gain on sale of South American oral health care business of
     $959.8 million identified as follows:  Health Care Products ($814.9
     million), Corporate ($144.9 million), United States ($144.9 million) and
     Canada and Latin America ($814.9 million).

(3)  Includes the 1994 restructuring charge of $173.7 million in Heath Care
     Products and United States partially offset by gains on sale of assets of
     $75.8 million in Corporate and United States.

(4)  Includes ACY acquisition related interest expense and goodwill amortization
     of $129.6 million and $57.3 million, respectively, for the three months
     ended September 30, 1995 and $406.3 million and $171.9 million,
     respectively, for the nine months ended September 30, 1995 until the
     evaluation of fair values of ACY net assets acquired is finalized.
                                      -15-
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 1995


Health Care Reform and Competition
----------------------------------
U.S. health care costs and coverage continue to be a subject of
debate by the Congress in 1995.  Similarly, in international
markets, health care spending is subject to increasing
governmental scrutiny, some of which is focused on pharmaceutical
prices.  While the Company cannot predict the impact proposed
health care legislation will have on the Company's worldwide
results of operations, the Company believes that the
pharmaceutical industry will continue to play a very positive
role in helping to contain global health care costs through the
development of innovative products.  However, it is expected that
global market forces will continue to constrain price growth
throughout 1995 and beyond.

The Company is not dependent on any one patent-protected product
or line of products for a substantial portion of its revenues or
profits.  However, PREMARIN, the Company's conjugated estrogens
product, which has not had patent protection for many years, does
contribute significantly to sales and, more significantly, to
profits.  An FDA Advisory Committee was held in July 1995 to
discuss relative differences in safety and efficacy among
estrogen products and to advise the FDA on the activity of
various estrogenic components in PREMARIN relative to the FDA's
review of applications for generic conjugated estrogens.  The FDA
Advisory Committee concluded that there is insufficient data to
assess whether or not any individual component or combination of
components of PREMARIN, other than estrone and equilin, must be
present to achieve clinical efficacy and safety.  The Company
cannot predict the timing or outcome of the FDA's action on
currently pending applications for generic conjugated estrogen
products.  For further discussion on PREMARIN, see Item 1,
Competition of the Company's 1994 Annual Report on Form 10-K.
-----------

Liquidity, Financial Condition and Capital Resources
----------------------------------------------------
Cash and cash equivalents increased $171 million in the first
nine months of 1995 to $1.9 billion.  Cash flows from operating
activities of $901 million, proceeds from sales of businesses and
other assets of $1.7 billion and proceeds from the exercise of
stock options of $317 million were used principally for long-term
debt reduction of $1.5 billion, dividend payments of $694 million
and capital expenditures of $478 million.  

In February 1995, the Company issued, under a $3.5 billion shelf
registration statement, $1.0 billion of 7.70% notes due February
                                  -16-
<PAGE>

       Management's Discussion and Analysis of Financial Condition
                        and Results of Operations
          Three Months and Nine Months Ended September 30, 1995


2000 and $1.0 billion of 7.90% notes due February 2005.  Net
proceeds from these issuances were used to repay commercial
paper.  The notes are unsecured and unsubordinated and may not be
redeemed prior to maturity.  

On November 1, 1995, the Company proposed to Immunex Corporation,
a majority owned subsidiary of the Company, a transaction
pursuant to which the Company would acquire all of the
outstanding shares of Immunex not already owned by the Company
for $14.50 per share in cash, aggregating in excess of $266
million including fees and expenses, subject to the satisfaction
of the requirements of a "Permitted Acquisition Transaction" set
forth in the existing governance agreement between the Company
and Immunex.  On November 13, 1995, a special committee of
Immunex's Board of Directors rejected the Company's transaction
proposal.

Management is confident that the cash flows from the combined
businesses will be adequate to repay both the principal and
interest on the ACY acquisition financing.
                                  -17-
<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, the most significant of which are
          described in the Company's Annual Report on Form 10-K
          for the year ended December 31, 1994 (the "Form 10-K"). 
          
          Additional lawsuits have been filed alleging injuries
          as a result of use of the NORPLANT SYSTEM, the
          Company's implantable contraceptive containing
          levonorgestrel, and there are currently pending more
          than 500 lawsuits in federal and state courts in 34
          states and the District of Columbia.  Sixty-two of
          these cases have been filed as class actions and the
          remainder are proceeding as individual suits.

          Additional suits have been brought against the Company
          in the Rite Aid line of lawsuits, which is described in
          the Form 10-K.  The additional federal actions, which
          have been or are expected to be consolidated for
          pretrial purposes (Brand Name Prescription Drug
                            -----------------------------
          Antitrust Litigation (MDL 997 M.D. Pa.)), seek similar
          --------------------
          relief including treble damages in unspecified amounts
          and injunctive and other relief.  Additionally, similar
          litigation is pending in various state courts,
          including class actions or purported class actions in
          Alabama, Arizona, Wisconsin, Colorado, New York,
          Washington, Minnesota and California where seven such
          actions have been consolidated.

          On March 7, 1994, an action was brought against the
          Company by Johnson & Johnson ("J&J") and Ortho
          Pharmaceutical Corporation ("Ortho") currently seeking
          $217 million in damages alleged to have arisen from a
          preliminary injunction which was granted in a patent
          infringement lawsuit brought by the Company and which
          had prevented J&J and Ortho from marketing an oral
          contraceptive containing norgestimate for approximately
          10 months until it was overturned by the Court of
          Appeals for the Federal Circuit in a two-to-one
          decision.  Thereafter, in the underlying action in the
          district court, the jury found against the Company on
          its claim of infringement.  This verdict was recently
          affirmed by the Court of Appeals for the Federal
          Circuit.  

          The U.S. Court of Appeals for the Sixth Circuit
          affirmed $2.8 million of the penalty imposed in U.S. v.
                                  -18-
<PAGE>


          Ekco Housewares, Inc. and reversed and remanded for
          further proceedings the remainder of the $4.6 million
          penalty.  A petition for rehearing has been filed.

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


Item 6.   Exhibits and Reports on Form 8-K
          --------------------------------
          a)   Exhibits
               --------
               Exhibit No.          Description
               -----------          -----------
               (27)                 Financial Data Schedule

          b)   Reports on Form 8-K
               -------------------
               The Company did not file any reports on Form 8-K
               during the quarter covered by this report.
                                  -19-
<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.

                   AMERICAN HOME PRODUCTS CORPORATION
                   ----------------------------------

                                Registrant


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


Date: November 14, 1995
                                  -20-
<PAGE>

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


  Exhibit No.       Description
  -----------       -----------
     (27)           Financial Data Schedule




                                  Ex-1