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                                 UNITED STATES
                       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 the Quarterly Period Ended June 30, 1997  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 (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 July 31, 1997:

                                              Number of
            Class                        Shares Outstanding
 Common Stock, $0.33-1/3 par value            648,384,132


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<PAGE>



              AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES

                                     INDEX

                                                                  Page No.

                                                                 
Part I - Financial Information                                        2

     Item 1. Financial Statements:

        Consolidated Condensed Balance Sheets -                   
           June 30, 1997 and December 31, 1996                        3

        Consolidated Condensed Statements of Income -
           Three Months Ended and Six Months Ended                 
           June 30, 1997 and 1996                                     4

        Consolidated Condensed Statements of Retained
           Earnings and Additional Paid-in Capital -
           Six Months Ended June 30, 1997 and 1996                    5

        Consolidated Condensed Statements of Cash Flows -
           Six Months Ended June 30, 1997 and 1996                    6

        Notes to Consolidated Condensed Financial Statements         7-8

     Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of Operations          9-14

Part II - Other Information                                           15

     Item 1.  Legal Proceedings                                      15-16

     Item 4.  Submission of Matters to a Vote of
              Security-Holders                                       16-17

     Item 6.  Exhibits and Reports on Form 8-K                        17

Signature                                                             18

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 June 30, 1997 and December 31, 1996, the results of its
operations for the three months and six months ended June 30, 1997 and 1996,
and its cash flows and the changes in retained earnings and additional paid-
in capital for the six months ended June 30, 1997 and 1996.  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 1996
Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997.


                                  -2-
                                 
<PAGE>
<TABLE>

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

<CAPTION>                   
                                                    June 30,      December 31
                                                      1997            1996
<S>                                               <C>              <C>
ASSETS
Cash and cash equivalents .......................    $962,196       $1,322,297
Marketable securities ...........................       5,717          221,820
Accounts receivable less allowances .............   3,206,622        2,541,714
Inventories:
     Finished goods .............................   1,129,198        1,121,055
     Work in progress ...........................     691,054          567,240
     Materials and supplies .....................     674,685          701,074
                                                    2,494,937        2,389,369
Other current assets including deferred taxes ...     988,106          995,219
     Total Current Assets .......................   7,657,578        7,470,419
Property, plant and equipment ...................   6,545,396        6,254,666
     Less accumulated depreciation ..............   2,390,254        2,217,933
                                                    4,155,142        4,036,733
Goodwill and other intangibles, net of 
     accumulated amortization ...................   8,662,756        8,517,610
Other assets including deferred taxes ...........     953,068          760,581
     Total Assets ............................... $21,428,544      $20,785,343
LIABILITIES
Loans payable ...................................     $67,173          $76,574
Trade accounts payable ..........................     949,942          940,076
Accrued expenses ................................   3,076,910        2,810,223
Accrued federal and foreign taxes ...............     417,540          510,762
     Total Current Liabilities ..................   4,511,565        4,337,635
Long-term debt ..................................   5,952,425        6,020,575
Other noncurrent liabilities ....................   2,352,371        2,486,375
Postretirement benefit obligation other than 
     pensions ...................................     810,819          782,342
Minority interests ..............................     218,730          196,324
STOCKHOLDERS' EQUITY
$2 convertible preferred stock, par value $2.50            
     per share ..................................          76               79
Common stock, par value $0.33-1/3 per share .....     215,827          213,328
Additional paid-in capital ......................   2,306,152        2,034,337
Retained earnings ...............................   5,254,373        4,756,270
Currency translation adjustments ................    (193,794)         (41,922)
     Total Stockholders' Equity .................   7,582,634        6,962,092
     Total Liabilities and Stockholders' Equity . $21,428,544      $20,785,343
     
The accompanying notes are an integral part of these balance sheets.

</TABLE>

                                  -3-
<PAGE>

<TABLE>

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

<CAPTION>
                                         Three Months           Six Months
                                         Ended June 30,        Ended June 30,
                                        1997      1996        1997     1996
<S>                                  <C>        <C>        <C>        <C>

Net Sales..........................  $3,499,758 $3,489,821 $7,102,777 $7,136,635

Cost of goods sold ................   1,059,002  1,162,632  2,090,940  2,368,586
Selling, general and administrative 
  expenses ........................   1,321,293  1,317,942  2,666,552  2,647,189
Research and development expenses .     379,763    359,336    751,808    697,648
Interest expense, net .............     104,462    118,108    201,509    236,681
Other income, net .................      (4,382)   (21,791)   (49,831)   (47,992)

Income before federal and foreign 
  taxes ...........................     639,620    553,594  1,441,799  1,234,523
Provision for taxes ...............     180,528    162,317    406,030    353,883

Net Income.........................    $459,092   $391,277 $1,035,769   $880,640

Net Income per Share of Common 
  Stock ...........................       $0.71      $0.62      $1.61      $1.39

Dividends per share of common 
 stock ............................       $0.41     $0.385      $0.82      $0.77
Average number of common shares 
 outstanding during the period used 
 in the computation of net income 
 per share ........................     645,758    633,937    644,042    632,155

The accompanying notes are an integral part of these statements.

</TABLE>

                                  -4-
<PAGE>


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

<CAPTION>
                                               Six Months Ended June 30,
                                              1997                1996
<S>                                        <C>                 <C>
RETAINED EARNINGS
  Balance, beginning of period ..........  $4,756,270          $3,875,224

  Add:  Net income ......................   1,035,769             880,640
                                            5,792,039           4,755,864
                                            
  Less: Cash dividends declared .........     528,898             486,214
        Cost of treasury stock acquired 
        (less amounts charged to capital)
        and other items .................       8,768              11,840
                                              537,666             498,054

  Balance, end of period ................  $5,254,373          $4,257,810

ADDITIONAL PAID-IN CAPITAL
  Balance, beginning of period ..........  $2,034,337          $1,515,154
  Add:  Excess over par value of common 
        stock issued ....................     272,497             266,839
  Less: Cost of treasury stock acquired
        (less amounts charged to retained 
        earnings) .......................         682                 881

  Balance, end of period ................  $2,306,152          $1,781,112

The accompanying notes are an integral part of these statements.

</TABLE>

                                  -5-
                                  
<PAGE>

<TABLE>

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

<CAPTION>
                                               Six Months Ended June 30,
                                                 1997            1996
<S>                                            <C>             <C>
Operating Activities

Net income .................................   $1,035,769      $880,640

Adjustments to reconcile net income to net 
   cash provided from operating activities:

   Gains on sales of businesses and other
     assets  ...............................     (100,940)      (47,506)

   Depreciation and amortization............      381,531       336,403

   Deferred income taxes ...................     (245,931)      (26,525)

   Changes in working capital, net .........     (613,050)     (298,764)

   Other, net ..............................      (72,685)       98,230

Net cash provided from operating activities.      384,694       942,478

Investing Activities

Purchases of property, plant and equipment .     (343,314)     (368,765)

Purchases of businesses, net of cash 
  acquired .................................     (479,694)            -

Proceeds from sales of businesses and other 
  assets  ..................................      221,962       192,469

Proceeds from sales of/(purchases of) 
  marketable securities, net ...............      216,295       (16,084)

Net cash used for investing activities .....     (384,751)     (192,380)

Financing Activities

Net repayments of debt .....................      (77,582)     (454,800)

Dividends paid .............................     (528,898)     (486,214)

Purchases of treasury stock ................       (7,060)       (8,460)

Exercise of stock options...................      259,615       259,461

Net cash used for financing activities......     (353,925)     (690,013)

Effects of exchange rates on cash balances .       (6,119)       (3,988)

Increase/(decrease) in cash and cash 
  equivalents ..............................     (360,101)       56,097

Cash and cash equivalents, beginning of 
  period ...................................    1,322,297     1,802,397

Cash and cash equivalents, end of period ...     $962,196    $1,858,494

The accompanying notes are an integral part of these statements.

Supplemental Information
                                                 
Interest payments                                $222,524      $298,145

Income tax and related interest payments, 
  net of refunds                                  720,623       122,875

</TABLE>  
                                  -6-

<PAGE>
  
  
                AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES

                NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Note 1.   Contingencies

          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.

          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 these proceedings 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.

Note 2.   Derivatives and Other Financial Instruments

          Cash and cash equivalents consist primarily of certificates of
          deposit, time deposits and other short-term, highly liquid securities
          with original maturities of three months or less and are stated at
          cost, which approximates fair value.

          Long-term debt is stated at face value which approximates fair value.

          The Company enters into interest rate swap and foreign currency
          agreements to manage specifically identifiable risks.  The 
          unleveraged interest rate swap agreements convert a portion of the 
          commercial paper from a floating rate obligation to a fixed rate 
          obligation.  The short-term (approximately 30 days) foreign exchange 
          forward contracts are part of the Company's management of foreign 
          currency exposures.  The Company does not speculate on interest or 
          foreign currency exchange rates.

          Interest rate swap agreements are accounted for under the accrual
          method.  Amounts to be paid to the counter-parties of the agreements
          are accrued during the period to which the payments relate and are
          reflected in interest expense.  The related amounts payable to the
          counter-parties are included in accrued expenses.  The fair value of
          the swap agreements is not recognized in the consolidated condensed
          financial statements since the agreements are accounted for as hedges.

          If the swap agreements are terminated prior to maturity, any gains or
          losses resulting from the termination are deferred and amortized as an
          adjustment to interest expense over the remaining life of the
          terminated swaps.
          
                                  -7-
<PAGE>
           
                AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
          
                NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

          Foreign currency agreements are accounted for under the fair value
          method.  The fair value of the foreign currency agreements is carried
          on the balance sheet with changes in fair value recognized in the
          results of operations offsetting any gains and losses recognized on
          the underlying hedged transactions.

Note 3.   Earnings per Share

          In February 1997, Statement of Financial Accounting Standards 
          ("SFAS") No. 128 - "Earnings per Share" was issued and is effective 
          for interim and annual reporting periods ending after December 15, 
          1997.  SFAS No. 128 will require the presentation of Basic Earnings 
          per Share and Diluted Earnings per Share in the Company's Consolidated
          Statements of Income.  Net Income per Share of Common Stock presented 
          in these financial statements is equivalent to Basic Earnings per 
          Share.  Pro forma Diluted Earnings per Share for the three months 
          ended June 30, 1997 and 1996 were $0.70 and $0.61.  Pro forma Diluted 
          Earnings per Share for the six months ended June 30, 1997 and 1996 
          were $1.58 and $1.37.

Note 4.   Other Recently Issued Accounting Standards

          In June 1997, SFAS No. 130 - "Reporting Comprehensive Income" and SFAS
          No. 131 - "Disclosures about Segments of an Enterprise and Related
          Information" were issued and are effective for periods beginning after
          December 15, 1997.  SFAS No. 130 establishes standards for reporting
          comprehensive income and its components.  SFAS No. 131 establishes
          standards for reporting financial and descriptive information
          regarding an enterprise's operating segments.  These standards
          increase disclosure only and will have no impact on the Company's
          financial position or results of operations.

Note 5.   Solvay S.A. Animal Health Acquisition
           
          On February 28, 1997, the Company completed the acquisition of the
          worldwide animal health business of Solvay S.A. for approximately $460
          million.  The acquisition was financed partially through the issuance
          of commercial paper and was accounted for under the purchase method of
          accounting.  The purchase price exceeded the net assets acquired by
          approximately $310 million which is being amortized over periods of 20
          to 40 years.
          
                                   -8-

<PAGE>
          

          Management's Discussion and Analysis of Financial Condition

                           and Results of Operations

                Three Months and Six Months Ended June 30, 1997


Results of Operations

Management's discussion and analysis of results of operations for the 1997
second quarter and first half has been presented on an as-reported basis except
for sales variation explanations which are presented on an as-reported and pro
forma basis.  The pro forma sales results reflect businesses acquired and
divested in 1997 and 1996 assuming the transactions occurred as of January 1,
1996.  This activity includes the acquisition of the worldwide animal health
business of Solvay S.A. in 1997 and the divestitures of the American Home Foods
business and the Symbiosis surgical products business in 1996.

On an as-reported basis, worldwide net sales for the 1997 second quarter and
first half were comparable to prior year levels.  On a pro forma basis,
worldwide net sales increased 5% for both the 1997 second quarter and first
half.  The pro forma results reflect higher sales of pharmaceutical and
agricultural products.

The following tables set forth worldwide net sales results by major product
category and industry segment together with the percentage changes in "As-
Reported" and "Pro Forma" worldwide net sales from comparable periods in the
prior year:

<TABLE>

<S>
                               Three Months    As-Reported   Pro Forma
($ in Millions)               Ended June 30,    % Increase   % Increase
Net Sales to Customers      1997          1996  (Decrease)   (Decrease)
Health Care Products:
                            <C>        <C>       <C>          <C>
  Pharmaceuticals           $1,934.4   $1,716.8      13%          9%

  Consumer Health Care         445.8      456.2     (2)%        (2)%

  Medical Devices              327.2      327.7        -           -

Total Health Care Products   2,707.4    2,500.7       8%          6%

Agricultural Products          792.4      767.1       3%          3%

Food Products                      -      222.0   (100)%           -

Consolidated Net Sales      $3,499.8   $3,489.8        -          5%

</TABLE>
                                  -9-

<PAGE>
<TABLE>

          Management's Discussion and Analysis of Financial Condition

                           and Results of Operations

                Three Months and Six Months Ended June 30, 1997

<CAPTION>

                             Six Months        As-Reported   Pro Forma
($ in Millions)             Ended June 30,      % Increase   % Increase
Net Sales to Customers       1997      1996     (Decrease)   (Decrease)

<S>                        <C>       <C>         <C>          <C>
Health Care Products:                           

  Pharmaceuticals          $4,032.9  $3,678.9       10%           8%

  Consumer Health Care        941.3     931.6        1%           1%

  Medical Devices             650.5     673.8      (3)%         (2)%

Total Health Care Products  5,624.7   5,284.3        6%           5%

Agricultural Products       1,478.1   1,403.0        5%           5%

Food Products                     -     449.3    (100)%            -

Consolidated Net Sales     $7,102.8  $7,136.6         -           5%

</TABLE>


The following sales variation explanations are presented on an as-reported and
pro forma basis:

    On an as-reported basis, worldwide pharmaceutical sales increased 13% for
    the 1997 second quarter and 10% for the first half.  On a pro forma basis,
    after adjusting for the acquisition of the worldwide animal health business
    of Solvay S.A. in February 1997, worldwide pharmaceutical sales increased
    9% for the 1997 second quarter and 8% for the first half due primarily to
    higher sales of PREMARIN products, EFFEXOR, CORDARONE and ZOTON offset, in
    part, by lower sales of other pharmaceutical products.  Worldwide
    pharmaceutical results for the 1997 second quarter also reflect higher
    sales of oral contraceptives while results for the first half reflect
    higher sales of REDUX (introduced in the 1996 second quarter) and LODINE.
    On an as-reported basis, U.S. pharmaceutical sales increased 19% for the
    1997 second quarter and 16% for the first half.  On a pro forma basis, U.S.
    pharmaceutical sales increased 17% for the 1997 second quarter and 15% for
    the first half.  The increase in pro forma U.S. pharmaceutical sales for
    the 1997 second quarter consisted of unit volume growth of 12% and price
    increases of 5%.  The increase in pro forma U.S. pharmaceutical sales for
    the 1997 first half consisted of unit volume growth of 12% and price
    increases of 3%.  On an as-reported basis, international pharmaceutical
    sales increased 6% for the 1997 second quarter and 3% for the first half.
    On a pro forma basis, international pharmaceutical sales for the 1997
    second quarter and first half were comparable to prior year levels.  Pro
    forma international pharmaceutical sales for the 1997 second quarter
    consisted of unit volume growth of 4% and price increases of 1% which were
    offset by unfavorable foreign exchange of 5%.  Pro forma international


                                  -10-
                                  
<PAGE>


         Management's Discussion and Analysis of Financial Condition

                           and Results of Operations

                Three Months and Six Months Ended June 30, 1997


    pharmaceutical sales for the 1997 first half consisted of unit volume
    growth of 3% and price increases of 1% which were offset by unfavorable
    foreign exchange of 4%.

    On an as-reported and pro forma basis, worldwide consumer health care 
    sales decreased 2% for the 1997 second quarter and increased 1% for the 
    first half.  Worldwide consumer health care results for the 1997 second 
    quarter and first half reflect the disposal of several non-core products 
    in late 1996 and early 1997 which was offset, in part, by higher sales of
    ADVIL.  Worldwide consumer health care results for the 1997 second quarter 
    also reflect lower sales of AXID AR (due to the 1996 second quarter 
    product launch) while results for the first half reflect higher sales of 
    CENTRUM offset, in part, by lower sales of ORUDIS KT.  On an as-reported 
    and pro forma basis, U.S. consumer health care sales decreased 7% for the 
    1997 second quarter and 2% for the first half.  The decrease in U.S. 
    consumer health care sales for the 1997 second quarter consisted of unit 
    volume declines of 8% offset by price increases of 1%.  The decrease in 
    U.S. consumer health care sales for the 1997 first half consisted of unit 
    volume declines of 4% offset by price increases of 2%.  On an as-reported 
    and pro forma basis, international consumer health care sales increased 6% 
    for the  1997 second quarter and 8% for the first half.  The increase in
    international consumer health care sales for the 1997 second quarter
    consisted of unit volume growth of 5% and price increases of 4% which were
    offset by unfavorable foreign exchange of 3%.  The increase in 
    international consumer health care sales for the 1997 first half consisted
    of unit volume growth of 8% and price increases of 2% which were offset by
    unfavorable foreign exchange of 2%.

    On an as-reported and pro forma basis, worldwide medical devices sales for
    the 1997 second quarter were comparable to prior year levels.  On an as-
    reported basis, worldwide medical devices sales decreased 3% for the 1997
    first half.  On a pro forma basis, after adjusting for the divestiture of
    the Symbiosis surgical products business in March 1996, worldwide medical
    devices sales decreased 2% for the 1997 first half.  Worldwide medical
    devices results for both periods reflect lower sales of wound closure
    products offset, in part, by higher sales of needles and syringes.
    Worldwide medical devices sales for the 1997 second quarter consisted of
    unit volume growth of 5% which was offset by price decreases of 2% and
    unfavorable foreign exchange of 3%.  The decrease in pro forma worldwide
    medical devices sales for the 1997 first half consisted of unit volume
    growth of 1% which was offset by price decreases of 1% and unfavorable
    foreign exchange of 2%.

    On an as-reported and pro forma basis, worldwide agricultural products
    sales increased 3% for the 1997 second quarter and 5% for the first half 
    due to higher sales of herbicides resulting primarily from increased 
    soybean acreage and new product launches offset, in part, by lower sales 
    
                                  -11-
                                  
<PAGE>
    
          Management's Discussion and Analysis of Financial Condition

                           and Results of Operations

                Three Months and Six Months Ended June 30, 1997    

    of insecticides and fungicides due primarily to poor weather conditions in
    several major European markets during the current growing season.  On an
    as-reported and pro forma basis, U.S. agricultural products sales 
    increased 3% for the 1997 second quarter and 5% for the first half.  The 
    increase in U.S. agricultural products sales for the 1997 second quarter 
    consisted of unit volume growth of 1% and price increases of 2%.  The 
    increase in U.S. agricultural products sales for the 1997 first half 
    consisted of unit volume growth of 3% and price increases of 2%.  Due to 
    the seasonality of the U.S. agricultural products business, which is 
    concentrated primarily in the first six months of the year, U.S. 
    agricultural products sales and results of operations for the 1997 second 
    quarter and first half are not indicative of the results to be expected in 
    subsequent fiscal quarters or for the full year.  On an as-reported and pro 
    forma basis, international agricultural products sales increased 4% for the 
    1997 second quarter and 6% for the first half.  The increase in 
    international agricultural products sales for the 1997 second quarter 
    consisted of unit volume growth of 6% and price increases of 3% which were 
    offset by unfavorable foreign exchange of 5%. The increase in international 
    agricultural products sales for the 1997 first half consisted of unit 
    volume growth of 8% and price increases of 3% which were offset by 
    unfavorable foreign exchange of 5%.

Cost of goods sold, as a percentage of net sales, decreased to 30.3% for the
1997 second quarter versus 33.3% for the 1996 second quarter, and decreased to
29.4% for the 1997 first half versus 33.2% for the 1996 first half due 
primarily to favorable pharmaceutical and agricultural products sales mix, 
an overall product mix improvement as higher sales of pharmaceuticals and 
agricultural products replaced the loss of lower margin food products sales, 
and to a lesser extent, cost savings.

Selling, general and administrative expenses, as a percentage of net sales, 
were 37.8% for both the 1997 and 1996 second quarters, and increased to 37.5% 
for the 1997 first half versus 37.1% for the 1996 first half.  Higher marketing 
and selling costs related to pharmaceutical and agricultural product 
introductions were offset by the elimination of marketing and selling costs 
associated with the foods business.

Research and development expenses increased 6% for the 1997 second quarter and
8% for the first half due primarily to higher pharmaceutical research and 
development expenditures and operating costs related to recent pharmaceutical 
research and development facility expansions.

Interest expense, net decreased in the 1997 second quarter and first half due
primarily to the reduction in long-term debt during 1996.  Average long-term
debt outstanding during the 1997 and 1996 second quarter was $6,024.3 million
and $7,553.0 million, respectively.  Average long-term debt outstanding during
the 1997 and 1996 first half was $5,986.5 million and $7,581.4 million,
respectively.

                                  -12-
                                 
<PAGE>

          Management's Discussion and Analysis of Financial Condition

                           and Results of Operations

                Three Months and Six Months Ended June 30, 1997

Other income, net for the 1997 second quarter and first half included the
settlement of the lawsuit brought by Johnson & Johnson and its wholly-owned
subsidiary, Ortho Pharmaceutical Corporation.  See "Legal Proceedings" under
Part II - Other Information.  This settlement was offset by a previously
established reserve for this litigation and a gain on the sale of the 
Company's investment in the common stock of certain publicly traded insurance 
companies.

Income before taxes, net income and net income per share increased 16%, 17% 
and 15%, respectively, in the 1997 second quarter compared to the 1996 second
quarter and increased 17%, 18% and 16%, respectively, in the 1997 first half
compared to the 1996 first half due primarily to favorable pharmaceutical and
agricultural products sales mix, higher sales of pharmaceutical and 
agricultural products, cost savings and lower interest expense offset, in part,
by the divestiture of the foods business and higher research and development 
expenses.

The following table sets forth income before taxes by industry segment:

<TABLE>
                               Three Months             Six Months
($ in Millions)                Ended June 30,          Ended June 30,
Income before Taxes           1997       1996         1997       1996

<S>                          <C>       <C>         <C>        <C>
Health Care Products         $510.3    $476.3      $1,280.8   $1,137.6

Agricultural Products         259.8     216.6         431.2      363.4

Corporate                    (130.5)   (176.4)       (270.2)    (326.6)

Food Products                     -      37.1             -       60.1

Consolidated Income before 
  Taxes                      $639.6    $553.6      $1,441.8   $1,234.5

</TABLE>

Competition

The Company is not dependent on any one patent-protected product or line of
products for a substantial portion of its sales or results of operations.
However, PREMARIN, the Company's conjugated estrogens product, which has not 
had patent protection for many years, does contribute significantly to sales 
and results of operations.  PREMARIN is not currently subject to generic 
competition in the United States and, on May 5, 1997, the U.S. Food and Drug 
Administration (FDA) announced that it will not approve synthetic generic 
conjugated estrogens products at this time because these products have not 
been shown to contain the same active ingredient as PREMARIN.  The FDA further 
stated that, until the full composition of PREMARIN is determined, a synthetic 
generic version cannot be approved, although a generic product derived from the 
same natural source could be approved earlier under certain circumstances.  
Although the Company believes that, as a result of this announcement, PREMARIN 

                                   -13-
                                   
<PAGE>

          Management's Discussion and Analysis of Financial Condition

                           and Results of Operations

                Three Months and Six Months Ended June 30, 1997


is not likely to face generic competition in the near term, it cannot predict 
the timing or outcome of continued efforts to obtain approval for a generic 
conjugated estrogens product.

Liquidity, Financial Condition and Capital Resources

Cash and cash equivalents decreased $360.1 million in the 1997 first half to
$962.2 million. Proceeds from sales of marketable securities and other assets
of $438.3 million, cash flows from operating activities of $384.7 million and
proceeds from the exercise of stock options of $259.6 million were used
principally for dividend payments of $528.9 million, the purchase of the
worldwide animal health business of Solvay S.A. for $460.0 million, capital
expenditures of $343.3 million and long-term debt reduction of $77.6 million.
Cash flows from operating activities for the 1997 first half were impacted by
payments of $381.8 million related to certain previously accrued long-term tax
liabilities which were required to be paid in connection with the filing of a
tax claim.  Due to the seasonality of the U.S. agricultural products business,
a significant portion of the annual U.S. agricultural products sales are
recorded in the first six months of the year; however, a significant amount of
the related accounts receivable are not collected until the third quarter.  As
a result, cash flows from operating activities for the 1997 first half are not
indicative of the results to be expected in subsequent fiscal quarters or for
the full year.

Capital expenditures included the expansion of the Company's research and
development facilities and continued strategic investments in manufacturing 
and distribution facilities worldwide.

Cautionary Statements for Forward Looking Information

Management's discussion and analysis set forth above contains certain forward
looking statements, including statements regarding the Company's financial
position, results of operations and potential competition.  These forward
looking statements are based on current expectations.  Certain factors which
could cause the Company's actual results to differ materially from expected
and historical results have been identified by the Company in Exhibit 99 to
the Company's 1996 Annual Report on Form 10-K which exhibit is hereby
incorporated by reference.

                                  -14-
                                  
<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, 1996 and Quarterly Report
          on Form 10-Q for the quarter ended March 31, 1997.

          On June 16, 1997, the parties settled the action brought against the
          Company by Johnson & Johnson ("J&J") and its wholly-owned 
          subsidiary, Ortho Pharmaceutical Corporation ("Ortho"), which had 
          been seeking in excess of $300 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 in 1991-1992 until it was 
          overturned on appeal.  In the underlying action in the district 
          court, the Company's patent was found to be valid but not infringed 
          by J&J and Ortho. Under the settlement, the Company paid $100 million
          to the plaintiffs.

          On July 7, 1997, the plaintiffs were awarded $44 million in
          compensatory damages and $1 million in punitive damages in an action
          which was commenced in the U.S. District Court for the District of
          Colorado in August 1993 (University of Colorado et al. v. American
          Cyanamid).  The plaintiffs had accused American 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 
          American Cyanamid in 1984.  The Court had previously granted 
          American 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 plaintiffs had earlier been granted summary judgment 
          on their copyright infringement claim, the court had declined to 
          award plaintiffs damages on that claim.  Plaintiffs have filed 
          motions seeking to increase the damages to approximately $111 million
          allegedly representing American Cyanamid's gross profit for 1982-1995
          from the sale of the reformulated MATERNA product and to recover
          approximately $800,000 of attorneys' fees.  The Company intends
          vigorously to contest these motions and to pursue the appeal of the
          district court decision to the U.S. Court of Appeals for the Federal
          Circuit.

          In the brand name prescription drug antitrust litigation, a purported
          class action by certain retailers was filed on March 14, 1997 in
          Mississippi state court (Montgomery Drug Co. v. The Upjohn Co., et
          al.) and a purported class action on behalf of indirect purchasers
          
                                   -15-
                                   
<PAGE>
          
          
          was filed on June 27, 1997 in state court in North Carolina (Long v.
          Abbott Laboratories, et al.).  The allegations raised and relief
          sought in these cases is similar to those in the related cases pending
          in other state courts.

          A purported class action complaint was filed on June 25, 1997 in
          federal district court in Mobile, Alabama, alleging that American
          Cyanamid violated section 1 of the Sherman Act through a promotional
          program for crop protection chemicals.  The complaint seeks treble
          damages, attorneys' fees and other relief (Lowell v. American
          Cyanamid).

          The Company has completed the settlement of the U.S. Environmental
          Protection Agency civil administrative action for alleged violation
          by American Cyanamid of a provision of the Emergency Planning & 
          Community Right-to-Know Act of 1986 in Pearl River, New York.  Under
          the settlement, the Company paid a civil penalty of $129,000 and 
          donated certain emergency response equipment to the local county.

          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 these proceedings 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 4.   Submission of Matters to a Vote of Security-Holders


          (a)  The matters described under item 4(c) below were submitted to a
               vote of security-holders, through the solicitation of proxies
               pursuant to Section 14 under the Securities Exchange Act of 
               1934, as amended, at the Annual Meeting of Stockholders held on
               April 28, 1997 (the "Annual Meeting").

          (b)  Not applicable.

          (c)  The following describes the matters voted upon at the Annual
               Meeting and sets forth the number of votes cast for, against or
               withheld and the number of abstentions as to each such matter
               (except as provided below, there were no broker non-votes):

               (i)  Election of directors:

                Nominee                              For        Withheld

                Clifford L. Alexander, Jr.       543,652,385    6,331,740
                Frank A. Bennack, Jr.            547,736,964    2,247,161
                Robert G. Blount                 547,194,391    2,789,734
                Robin Chandler Duke              546,706,099    3,278,026
                
                                  -16-
                                  
<PAGE> 
                
                John D. Feerick                  547,556,443    2,427,682
                Fred Hassan*                     547,175,991    2,808,134
                John P. Mascotte                 547,698,759    2,285,366
                Mary Lake Polan, M.D., Ph.D.     543,764,195    6,219,930
                Ivan G. Seidenberg               546,819,308    3,164,817
                John R. Stafford                 547,122,493    2,861,632
                John R. Torell III               547,757,750    2,226,375
                William Wrigley                  547,742,566    2,241,559

                *Effective May 8, 1997, Fred Hassan resigned as Executive
                 Vice President and Director of the Company.
                     
                (ii)  Ratification of the appointment of Arthur Andersen LLP
                      as principal independent public accountants for 1997:

                For                        Against         Abstain

                547,583,649                758,242        1,642,234

                (iii) Approval of the proposed amendment to the Management
                      Incentive Plan:

                For                         Against        Abstain
                531,697,858               12,330,115      5,952,264

                There were 3,888 broker non-votes with reference to this item.

            (d) Not applicable.

Item 6.     Exhibits and Reports on Form 8-K


            (a) Exhibits


                Exhibit No.          Description


                (11)                 Computation of Earnings Per Share.

                (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.



                                      -17-
                                      
<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 and Comptroller
                           (Duly Authorized Signatory
                         and Chief Accounting Officer)


Date: August 13, 1997


                                   -18-

<PAGE>


                                   Exhibit Index



Exhibit No.         Description


  (11)         Computation of Earnings Per Share.

  (27)         Financial Data Schedule.
  
  
  
  
  
  
  
                                    EX-1
                                    
                                  
<PAGE>