=====================================================================
                      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, 1996       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 15, 1996:
                                               Number of
                    Class                  Shares Outstanding
      --------------------------------     ------------------
      Common Stock, $.33-1/3 par value        638,624,513

======================================================================
<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, 1996 and December 31, 1995              3

          Consolidated Condensed Statements of Income -
            Three Months and Nine Months Ended 
            September 30, 1996 and 1995                           4

          Consolidated Condensed Statements of Retained 
            Earnings and Additional Paid-in Capital - 
            Nine Months Ended September 30, 1996 and 1995         5

          Consolidated Condensed Statements of Cash Flows -
            Nine Months Ended September 30, 1996 and 1995         6

          Notes to Consolidated Condensed Financial Statements    7-8
          
     Item 2.   Management's Discussion and Analysis of
               Financial Condition and Results of Operations      9-17


Part II - Other Information                                       18

     Item 1.   Legal Proceedings                                  18

     Item 6.   Exhibits and Reports on Form 8-K                   18-19

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, 1996 and December 31, 1995, the results of
its operations for the three months and nine months ended September
30, 1996 and 1995, and its cash flows and the changes in retained
earnings and additional paid-in capital for the nine months ended
September 30, 1996 and 1995.  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
1995 Annual Report on Form 10-K and Quarterly Reports on Form 10-Q for
the quarters ended March 31 and June 30, 1996.

                                    -2-
<PAGE>

             AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED CONDENSED BALANCE SHEETS
                   (In Thousands Except Per Share Amounts)
                                              Sept. 30      Dec. 31 
                                                 1996         1995    
ASSETS                                       ----------- ------------
Cash and cash equivalents................... $ 1,687,588  $ 1,802,397  
Marketable securities.......................     232,178      217,672
Accounts receivable less allowances.........   2,496,833    2,613,439
Inventories:
     Finished goods.........................   1,079,117    1,142,174
     Work in progress.......................     603,595      567,437
     Materials and supplies.................     685,543      592,342
                                             -----------  ----------- 
                                               2,368,255    2,301,953
Other current assets........................   1,106,374    1,050,676
                                             -----------  ----------- 
     Total Current Assets...................   7,891,228    7,986,137

Property, plant and equipment...............   6,485,578    6,045,746
     Less accumulated depreciation..........   2,324,961    2,085,411
                                             -----------  -----------
                                               4,160,617    3,960,335
Goodwill and other intangibles, net of 
     accumulated amortization...............   8,302,600    8,649,985
Other assets................................     783,193      766,466
                                             -----------  -----------
                                             $21,137,638  $21,362,923
                                             ===========  ===========
LIABILITIES
Loans payable .............................. $    79,359  $    72,217
Trade accounts payable......................     787,543      980,114
Accrued expenses............................   3,033,759    3,150,758
Accrued federal and foreign taxes...........     452,872      353,159
                                             -----------  -----------
     Total Current Liabilities..............   4,353,533    4,556,248

Long-term debt..............................   6,694,420    7,808,757
Accrued postretirement benefit  
     obligation.............................     761,578      732,063 
Other noncurrent liabilities................   2,417,313    2,415,620 
Minority interests..........................     383,323      307,237 

STOCKHOLDERS' EQUITY
$2 convertible preferred stock,
     par value $2.50 per share..............          81           85 
Common stock, par value $.33-1/3 per share..     212,757      210,008*
Additional paid-in capital..................   1,874,817    1,515,154 
Retained earnings...........................   4,512,026    3,875,224*
Currency translation adjustments............     (72,210)     (57,473)
                                             -----------  -----------
     Total Stockholders' Equity.............   6,527,471    5,542,998 
                                             -----------  -----------
                                             $21,137,638  $21,362,923 
                                             ===========  ===========
* Restated to reflect a two-for-one common stock split effective April
  23, 1996.  See Note 1.
     The accompanying notes are an integral part of these balance sheets.

                                    -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,
                                1996        1995        1996        1995
                             ----------  ----------  ---------- -----------
Net sales................... $3,470,922  $3,257,789 $10,607,557 $10,048,118
                             ----------  ----------  ---------- -----------
Cost of goods sold..........  1,058,950   1,070,592   3,427,536   3,522,368
Selling, general and
  administrative expenses...  1,267,663   1,196,582   3,914,852   3,679,970
Research and development 
  expenses..................    350,823     341,329   1,048,471     984,617
Interest expense, net.......    104,577     124,208     341,258     405,310
Other income, net...........     (4,546)    (18,996)    (52,538)    (87,694) 
Gain on sale of oral 
  health care business......          -           -           -    (959,845)
Restructuring charge........          -     180,240           -     180,240
                             ----------  ----------  ---------- -----------
Income before federal and 
  foreign taxes.............    693,455     363,834   1,927,978   2,323,152

Provision for taxes.........    202,330      87,308     556,213     724,398
                             ----------  ----------  ---------- -----------
Net income.................. $  491,125  $  276,526  $1,371,765 $ 1,598,754
                             ==========  ==========  ========== ===========
Net income per share of 
  common stock.............. $     0.77  $     0.45  $     2.16 $      2.59
                             ==========  ==========  ========== ===========

Dividends per share of 
  common stock.............. $     .385  $     .375  $    1.155 $     1.125
                             ==========  ==========  ========== ===========
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.................    637,410     621,250     633,920     617,430




      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                            1996           1995 
                                             ----------     ----------
   Restated balance, beginning of period.... $3,875,224*    $3,120,659*
                                                        
   Add: Net income..........................  1,371,765      1,598,754
                                             ----------     ----------
                                              5,246,989      4,719,413
                                             ----------     ----------

   Less: Cash dividends declared............    731,383        693,991
         Cost of treasury stock acquired,       
           less amounts charged to capital..      8,799          5,019
                                             ----------     ----------   
                                                740,182        699,010
                                             ----------     ----------
   Change in unrealized gain (loss) on 
     marketable securities..................      5,219         11,818 
                                             ----------     ----------
   Balance, end of period................... $4,512,026     $4,032,221
                                             ==========     ==========


   ADDITIONAL PAID-IN CAPITAL

   Balance, beginning of period............. $1,515,154     $1,020,658

   Add: Excess over par value of common     
          stock issued......................    360,688        318,716

   Less: Cost of treasury stock acquired, 
           less amounts charged to retained    
           earnings.........................      1,025            643      
                                             ----------     ----------
   Balance, end of period................... $1,874,817     $1,338,731
                                             ==========     ==========








   * Restated to reflect a two-for-one common stock split effective April
     23, 1996.  See Note 1.

       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,
                                                    1996         1995   
                                                 ----------   ----------
Operating Activities
--------------------
Net income...................................... $1,371,765   $1,598,754
Adjustments to reconcile net income to net
cash provided from operating activities:
  Gains on sales of businesses and other assets     (51,069)    (991,191)
  Depreciation and amortization.................    510,316      431,104
  Deferred income taxes.........................    (29,076)     (15,165)
  Restructuring charge..........................          -      180,240
  Changes in working capital, net...............   (107,264)    (456,522)
  Other items, net..............................     27,792      212,453 
                                                 ----------   ----------
Net cash provided from operating activities.....  1,722,464      959,673 
                                                 ----------   ----------
Investing Activities
--------------------
Purchases of property, plant and equipment......   (523,022)    (478,474)
Proceeds from sales of businesses...............    152,969    1,519,059 
Purchases of businesses, net of cash acquired...          -     (130,000)
Proceeds from sales of other assets.............     47,455      195,902     
Proceeds from/(purchases of) marketable  
  securities, net...............................    (18,273)      46,571      
                                                 ----------   ----------
Net cash provided from/(used for) investing 
  activities....................................   (340,871)   1,153,058 
                                                 ----------   ----------
Financing Activities
--------------------
Net repayments of debt.......................... (1,107,195)  (1,510,412)
Dividends paid..................................   (731,383)    (693,991)
Exercise of stock options.......................    353,692      317,337
Purchases of treasury stock.....................     (9,887)      (5,687)
Other items, net................................          -      (58,502)
                                                 ----------   ----------
Net cash used for financing activities.......... (1,494,773)  (1,951,255)
                                                 ----------   ----------
Effects of exchange rates on cash balances......     (1,629)       9,180 
                                                 ----------   ----------
(Increase)/decrease in cash and cash 
  equivalents...................................   (114,809)     170,656 
Cash and cash equivalents, beginning 
  of period.....................................  1,802,397    1,696,204
                                                 ----------   ----------
Cash and cash equivalents, end of period........ $1,687,588   $1,866,860
                                                 ==========   ==========
         The accompanying notes are an integral part of these statements. 

Supplemental Information
------------------------
  Interest payments                              $  460,911   $  538,738
  Income tax payments, net                          304,405      786,527

                                       -6-
<PAGE>

            AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES

           NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Note 1.   Capital Stock
          -------------
          At the Company's April 23, 1996 Annual Meeting of
          Stockholders, the stockholders approved an increase in
          the number of authorized shares of common stock from
          600,000,000 to 1,200,000,000 and thereafter the Company
          completed a two-for-one stock split in the form of a
          100% stock dividend.  The par value of the common stock
          was maintained at the pre-split amount of $.33 1/3 per
          share.  All references to common stock, retained
          earnings, common shares outstanding and per share
          amounts in these consolidated condensed financial
          statements have been restated to reflect the two-for-
          one stock split on a retroactive basis.

Note 2.   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 3.   Reclassifications
          -----------------
          Certain reclassifications have been made to the 1995
          consolidated condensed financial statements to conform
          with the 1996 presentation.

Note 4.   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
          acquisition related to American Home Products
          Corporation operations.

                                   -7-
<PAGE>

            AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES

           NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS



Note 5.   Gain on Sale
          ------------
          Results of operations for the nine months ended
          September 30, 1995 include a pre-tax gain of $959.8
          million ($623.9 million after-tax) on sale of the South
          American oral health care business in January 1995.

Note 6.   Sale of American Home Foods
          ---------------------------
          On September 6, 1996, the Company signed a definitive
          agreement to sell a majority interest in American Home
          Foods (AHF) to an affiliate of Hicks, Muse, Tate and
          Furst Incorporated for approximately $1.2 billion in
          cash.  Under the terms of the transaction, which is
          subject to completion of financing, the Company will
          retain 20% of the common stock of AHF.  This
          transaction is expected to be completed in the 1996
          fourth quarter.

Note 7.   Acquisition of Worldwide Animal Health Business of
          --------------------------------------------------
          Solvay S.A.
          -----------
          On September 20, 1996, the Company announced its
          intention to enter into an agreement with Solvay S.A.,
          a Belgian-based multinational corporation, to purchase
          its worldwide animal health business.  It is
          anticipated that the purchase price will be
          approximately $450 million.  The purchase should become
          effective on or before December 31, 1996 subject to the
          receipt of all necessary approvals and regulatory
          clearances.

                                   -8-
     <PAGE>

        Management's Discussion and Analysis of Financial Condition

                         and Results of Operations

           Three Months and Nine Months Ended September 30, 1996



Results of Operations
---------------------
Net sales increased 7% for the 1996 third quarter and 6% for the
first nine months compared to 1995 results on an as-reported
basis.  After adjusting for the effects of businesses disposed
of, discontinued and acquired in 1996 and 1995, assuming all
transactions occurred as of January 1, 1995, net sales increased
7% for both the 1996 third quarter and first nine months on a pro
forma basis.  The pro forma results for the 1996 third quarter
reflect higher worldwide sales of pharmaceuticals, international
sales of agricultural products and domestic sales of food
products.  The pro forma results for the 1996 first nine months
reflect higher worldwide sales of pharmaceuticals, consumer
health care and agricultural products and domestic sales of food
products.

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

                           Three Months                Pro Forma(*)
($ in Millions)          Ended Sept. 30,   As-Reported %Increase
Net Sales to Customers    1996      1995    %Increase  (Decrease)
----------------------  --------  --------  ---------- ----------
Health Care Products:
  Pharmaceuticals       $2,026.1  $1,909.0      6%        10%
  Consumer Health Care     564.6     561.9      -          - 
  Medical Devices          321.2     286.0     12%        (5)%
                        --------  --------  ----------  ---------    
Total Health Care        2,911.9   2,756.9      6%         6%
                                                                 
Agricultural Products      304.3     292.0      4%         4%

Food Products              254.8     208.9     22%        22%
                        --------  --------  ----------  ---------
Consolidated Net Sales  $3,471.0  $3,257.8      7%         7%
                        ========  ========  ==========  =========

                                    -9-
<PAGE>

         Management's Discussion and Analysis of Financial Condition

                          and Results of Operations

            Three Months and Nine Months Ended September 30, 1996


                           Nine Months                 Pro Forma(*)
($ in Millions)          Ended Sept. 30,   As-Reported %Increase
Net Sales to Customers    1996      1995    %Increase  (Decrease)
---------------------- --------- ---------  ----------  ---------
Health Care Products:
  Pharmaceuticals      $ 5,705.0 $ 5,503.1      4%         8%
  Consumer Health Care   1,496.2   1,442.8      4%         6%
  Medical Devices          995.0     861.9     15%        (2)%
                        --------  --------  ----------  ---------    
Total Health Care        8,196.2   7,807.8      5%         6%
                                                                 
Agricultural Products    1,707.3   1,631.2      5%         5%

Food Products              704.1     609.1     16%        16%

                       --------- ---------  ----------  ---------

Consolidated Net Sales $10,607.6 $10,048.1      6%         7%

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

(*)  Reflects all businesses disposed of, discontinued and
     acquired in 1996 and 1995 assuming all transactions occurred
     as of January 1, 1995.

The following sales variation explanations are presented on an
"As-Reported" and "Pro Forma" basis:

     U.S. pharmaceutical sales increased 10% for the 1996 third
     quarter and 5% for the first nine months.  Sales gains in
     the 1996 third quarter and first nine months were offset, in
     part, by lower sales of infant nutritional products
     resulting from the discontinuance of the U.S. infant
     nutritional business in 1996.  After adjusting for the
     effects of businesses disposed of, discontinued and acquired
     in 1996 and 1995, U.S. pharmaceutical sales increased 13%
     for the 1996 third quarter and 9% for the first nine months. 
     U.S. sales gains for the 1996 third quarter and first nine
     months were due primarily to higher sales of PREMARIN
     products, the Company's anti-obesity products PONDIMIN and
     REDUX (which was introduced earlier this year),  Genetics
     Institute's recombinant Factor VIII, CORDARONE and ZIAC
     offset, in part, by lower sales of other cardiovascular and
     pharmaceutical products.  U.S. pharmaceutical sales for the
     1996 third quarter and first nine months also reflect
     introductory sales of NAPRELAN.  The increase in U.S.
     pharmaceutical sales for the 1996 third quarter and first
     nine months consisted principally of unit volume growth. 

                                  -10-
<PAGE>

        Management's Discussion and Analysis of Financial Condition

                         and Results of Operations

           Three Months and Nine Months Ended September 30, 1996


     U.S. pharmaceutical price impacts were less than 1% for both
     the 1996 third quarter and first nine months.  

     International pharmaceutical sales increased 2% for both the
     1996 third quarter and first nine months.  International
     pharmaceutical sales in the 1996 third quarter and first
     nine months were impacted by the disposition of the
     medicated feed additives business in 1995.  After adjusting
     for the effects of businesses disposed of and acquired in
     1995, international pharmaceutical sales increased 5% for
     the 1996 third quarter and 6% for the first nine months. 
     International pharmaceutical sales gains for the 1996 third
     quarter and first nine months were due primarily to higher
     sales of EFFEXOR, ZOTON, veterinary products and infant
     nutritionals.  Launches of several pharmaceutical products, 
     in particular EFFEXOR, in additional international markets 
     contributed to the international pharmaceutical sales
     increases in the 1996 third quarter and first nine months. 
     The increase in international pharmaceutical sales for the
     1996 third quarter consisted of unit volume growth of 9%
     offset by price decreases of 1% and unfavorable foreign
     exchange of 3%.  The increase in international
     pharmaceutical sales for the 1996 first nine months was
     composed of unit volume increases of 9% offset by
     unfavorable foreign exchange of 3%.  International
     pharmaceutical price impacts were less than 1% for the 1996
     first nine months.

     U.S. consumer health care sales increased 1% for the 1996
     third quarter and 5% for the first nine months.  U.S. sales
     gains for the 1996 first nine months were due primarily to
     introductory sales of AXID AR, ORUDIS KT, and CHILDREN'S
     ADVIL and higher sales of CENTRUM offset, in part, by lower
     sales of ADVIL and ANACIN.  Introductory U.S. sales in the
     1996 third quarter were offset by lower U.S. sales of ADVIL. 
     The increase in U.S. consumer health care sales for the 1996
     third quarter consisted of price increases of 2% offset by
     unit volume decreases of 1%.  The increase in U.S. consumer
     health care sales for 1996 first nine months was composed of
     unit volume growth of 4% and price increases of 1%.  

     International consumer health care sales were comparable for
     both the 1996 third quarter and first nine months.  After
     adjusting for the effect of the sale of the South American

                                  -11-
<PAGE>

        Management's Discussion and Analysis of Financial Condition

                         and Results of Operations

           Three Months and Nine Months Ended September 30, 1996


     oral health care business in January 1995, international
     consumer health care sales increased 8% for the 1996 first
     nine months.  International consumer health care sales gains
     for the 1996 first nine months were due primarily to the
     launch of CENTRUM products in additional international
     markets and higher sales of cough/cold products. 
     International consumer health care sales for the 1996 third
     quarter consisted of price increases of 4% offset by unit
     volume decreases of 1% and unfavorable foreign exchange of
     3%.  The increase in international consumer health care
     sales for the 1996 first nine months was composed of unit
     volume increases of 9% and price increases of 2% offset by
     unfavorable foreign exchange of 3%.

     Worldwide medical device sales increased 12% for the 1996
     third quarter and 15% for the first nine months due
     primarily to the Storz ophthalmic products business which
     was reported as "held for sale" in 1995.  When the sales of
     this continuing business are included in 1995, and after
     adjusting for the effect of a business disposed of in 1996,
     worldwide medical device sales decreased 5% for the 1996
     third quarter and 2% for the first nine months.  The
     decrease in 1996 third quarter and first nine months sales
     was due primarily to lower U.S. sales of ophthalmic and
     wound closure products.  The decrease in worldwide medical
     device sales for the 1996 third quarter consisted of unit
     volume decreases of 2%, price decreases of 1% and
     unfavorable foreign exchange of 2%.  The decrease in
     worldwide medical device sales for the 1996 first nine
     months consisted principally of unfavorable foreign exchange
     of 2%.

     U.S. agricultural products sales decreased 6% for the 1996
     third quarter and increased 4% for the first nine months.
     Due to the seasonality of the U.S. agricultural products
     business, a majority of U.S. agricultural product sales and
     results of operations are realized in the first half of the
     year. U.S. sales gains for the 1996 first nine months were
     due primarily to higher sales of COUNTER insecticide and
     PROWL, PURSUIT and CADRE herbicides offset, in part, by
     lower sales of SQUADRON herbicide.  The decrease in U.S.
     agricultural products sales for the 1996 third quarter
     consisted of unit volume decreases of 9% offset by price
     increases of 3%.  The increase in U.S. agricultural product

                                  -12-
<PAGE>

        Management's Discussion and Analysis of Financial Condition

                         and Results of Operations

           Three Months and Nine Months Ended September 30, 1996


     sales for the 1996 first nine months consisted of unit
     volume growth of 2% and price increases of 2%.

     International agricultural products sales increased 9% for
     the 1996 third quarter and 5% for the first nine months. 
     International agricultural products sales gains for the 1996
     third quarter and first nine months were due primarily to
     higher sales of STOMP (marketed as PROWL in the U.S.) and
     PIVOT (marketed as PURSUIT in the U.S.) herbicides, FASTAC
     insecticide and ACROBAT fungicide offset, in part, by the
     discontinuance of a licensed herbicide product.
     International agricultural products sales for the 1996 third
     quarter consisted of unit volume increases of 7% and price
     increases of 6% offset by unfavorable foreign exchange of
     4%.  The increase in international agricultural products
     sales for the 1996 first nine months was composed of unit
     volume increases of 5% and price increases of 3% offset by
     unfavorable foreign exchange of 3%.

     Food products sales increased 22% for the 1996 third quarter
     and 16% for the first nine months.  Sales gains for the 1996
     third quarter and first nine months were due primarily to
     higher sales of CHEF BOYARDEE canned pasta, PAM, CRUNCH N'
     MUNCH and certain regional specialty products.  The increase
     in food products sales for the 1996 third quarter and first
     nine months consisted principally of unit volume growth.  As
     previously announced, a definitive agreement has been signed
     to sell a majority interest in American Home Foods (AHF) for
     approximately $1.2 billion in cash.  Under the terms of the
     transaction, which is subject to completion of financing,
     the Company will retain 20% of the common stock of AHF.

Cost of goods sold, as a percentage of net sales, decreased to
30.5% for the 1996 third quarter compared to 32.9% for the 1995
third quarter, and decreased to 32.3% for the 1996 first nine
months compared to 35.1% for the 1995 first nine months.  The
decreases were due primarily to a combination of favorable
pharmaceutical and agricultural products sales mix, and to a
lesser extent, cost savings and synergies.  Cost savings and
synergies resulted from the restructuring and consolidation of
various manufacturing and quality control functions, primarily in
the pharmaceutical business, related to the American Cyanamid
Company (ACY) acquisition and the Company's previously announced
Organizational Effectiveness and Supply Chain programs.

                                  -13-
<PAGE>

        Management's Discussion and Analysis of Financial Condition

                         and Results of Operations

           Three Months and Nine Months Ended September 30, 1996


Selling, general and administrative expenses, as a percentage of
net sales, decreased to 36.5% for the 1996 third quarter compared
to 36.7% for the 1995 third quarter, and increased to 36.9% for
the 1996 first nine months compared to 36.6% for the 1995 first
nine months. For the 1996 first nine months, ACY acquisition-
related synergies were more than offset by increased marketing
and selling expenses related to pharmaceutical and consumer
health care product introductions, and pharmaceutical disease and
health management programs.

Research and development expenses increased 3% for the 1996 third
quarter and 6% for the first nine months compared to the same
periods in 1995.  ACY acquisition-related synergies were more
than offset by increased pharmaceutical research and development
expenditures, particularly in the biopharmaceutical area for the
1996 first nine months.

Interest expense, net decreased 16% for both the 1996 third
quarter and first nine months compared to the same periods in
1995 due primarily to the reduction in long-term debt related to
the ACY acquisition during 1996 and 1995.  Average long-term debt
outstanding during the 1996 and 1995 third quarter was $7,024.3
million and $8,609.1 million.  Average long-term debt outstanding
during the 1996 and 1995 first nine months was $7,251.6 million
and $9,232.5 million.

Income before taxes increased for the 1996 third quarter compared
to the 1995 third quarter due, in part, to the 1995 third quarter
pre-tax restructuring charge of $180.2 million for the company's
integration plan related to the ACY acquisition.  Excluding the
restructuring charge from 1995 results, income before taxes for
the 1996 third quarter increased 27% due primarily to higher U.S.
sales of pharmaceutical and food products, favorable
pharmaceutical sales mix, cost savings and synergies, and lower
ACY acquisition-related interest expense offset, in part, by
increased pharmaceutical and consumer health care marketing and
selling expenses. 

Income before taxes decreased in the 1996 first nine months
compared to the 1995 first nine months due to the net effect of
the 1995 third quarter restructuring charge and first quarter
pre-tax gain of $959.8 million on the sale of the South American
oral health care business.  Excluding the third quarter
restructuring charge and the gain on sale from 1995 results,

                                  -14-
<PAGE>

        Management's Discussion and Analysis of Financial Condition

                         and Results of Operations

           Three Months and Nine Months Ended September 30, 1996


income before taxes increased 25% for the 1996 first nine months
due primarily to higher worldwide sales of pharmaceutical and
agricultural products and domestic sales of food products,
favorable pharmaceutical and agricultural products sales mix,
cost savings and synergies, and lower ACY acquisition-related
interest expense offset, in part, by increased pharmaceutical and
consumer health care marketing and selling expenses and higher
pharmaceutical research and development expenditures.

Net income and net income per share for the 1996 third quarter
increased compared to the 1995 third quarter due primarily to the
1995 third quarter after-tax restructuring charge of $117.2
million ($.19 per share).  Excluding the restructuring charge
from 1995 results, net income and net income per share for the
1996 third quarter increased 25% and 20%.

Net income and net income per share for the 1996 first nine
months decreased compared to the 1995 first nine months due to
the net effect of the 1995 third quarter restructuring charge and
first quarter after-tax gain on sale of $623.9 million ($1.01 per
share).  Excluding the third quarter restructuring charge and the
first quarter gain on sale from 1995 results, net income and net
income per share for the 1996 first nine months increased 26% and
22%, respectively. 

The following table sets forth income before taxes by industry
segment:
                             Three Months         Nine Months
($ in Millions)           Ended September 30,  Ended September 30,
Income Before Taxes         1996       1995 (1)  1996       1995 (1)
-------------------        -------   -------   --------   --------
Health Care Products (2)(3)$ 773.9   $ 737.0   $1,911.5   $1,708.6
Agricultural Products         (7.6)     (4.2)     355.8      305.7
Food Products                 53.5      18.6      113.6       46.5 
Corporate (3)               (126.3)   (207.4)    (452.9)    (517.3) 
                           -------   -------   --------   --------
Consolidated Income 
  Before Taxes (2)(3)      $ 693.5   $ 544.0   $1,928.0   $1,543.5
                           =======   =======   ========   ========

(1)  Certain reclassifications have been made to income before
     taxes for 1995 to conform with the 1996 presentation,
     including the allocation of ACY goodwill amortization to the
     appropriate industry segments.

                                  -15-
<PAGE>

        Management's Discussion and Analysis of Financial Condition

                         and Results of Operations

           Three Months and Nine Months Ended September 30, 1996


(2)  Income before taxes for the 1995 third quarter and first
     nine months excludes the restructuring charge of $180.2
     million (Health Care Products).

(3)  Income before taxes for the 1995 first nine months excludes
     the gain on the sale of the South American oral health care
     business of $959.8 million identified as follows:  Health
     Care Products - $814.9 million and Corporate - $144.9
     million. 

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.  A U.S. Food and Drug
Administration (FDA) advisory committee meeting 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.  While the introduction of generic competition
ordinarily is expected to significantly impact the market for a
brand name product, the extent of such impact on PREMARIN and
related products cannot be predicted with certainty due to a
number of factors, including the nature of the product and the
introduction of new combination estrogen and progestin products
in the PREMARIN family.

                                  -16-
<PAGE>

        Management's Discussion and Analysis of Financial Condition

                         and Results of Operations

           Three Months and Nine Months Ended September 30, 1996


Liquidity, Financial Condition and Capital Resources
----------------------------------------------------
Cash and cash equivalents decreased $114.8 million for the 1996
first nine months to $1,687.6 million.  Cash flows from operating
activities of $1,722.5 million, proceeds from the exercise of
stock options of $353.7 million and proceeds from sales of
businesses of $153.0 million were used principally for long-term
debt reduction of $1,107.2 million, dividend payments of $731.4
million and capital expenditures of $523.0 million.  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 portion of the related accounts receivable are not
collected until the third quarter.  As a result, cash flows from
operating activities in the 1996 first nine months are not
indicative of the results to be expected for the full year.

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

The Company expects the pending sale of American Home Foods to be
completed in the 1996 fourth quarter.  A portion of the proceeds
from this sale is expected to fund the Company's pending purchase
of the worldwide animal health business of Solvay S.A. The
purchase price is anticipated to be approximately $450 million. 
The acquisition, which is subject to the receipt of all necessary
approvals and regulatory clearances, is also expected to be
completed in the 1996 fourth quarter.

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, potential competition and pending acquisitions and
dispositions.  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 Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996, which exhibit is hereby incorporated by
reference.

                                  -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, 1995 and Quarterly
          Reports on Form 10-Q for the quarters ended March 31 
          and June 30, 1996.

          In the NORPLANT liability litigation pending in
          Illinois state court (Doe v. Wyeth-Ayerst
                                -------------------
          Laboratories), on September 10, 1996, the circuit court
          ------------
          decertified the pending class action relating to
          alleged removal difficulties and ordered that the cases
          proceed as individual actions.  Adopting the same
          reasons it used in its March ruling not to expand the
          class, the court held that discovery in the case since
          the original certification decision had demonstrated
          that individual issues regarding removal predominated
          over common ones and that a class action was not an
          efficient method for adjudicating such claims.  The
          Company will continue to contest class certification in
          any state jurisdiction in which it is raised.

          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 6.   Exhibits and Reports on Form 8-K
          --------------------------------
          a)   Exhibits
               --------
               Exhibit No.    Description
               -----------    -----------
                (11)          Computation of Per Share Earnings.

                (27)          Financial Data Schedule.

                                  -18-
<PAGE>

                (99)          Cautionary Statements regarding
                              "Safe Harbor" Provisions of the
                              Private Securities Litigation
                              Reform Act of 1995 is hereby
                              incorporated by reference to
                              Exhibit 99 to the Company's
                              Quarterly Report on Form 10-Q
                              for the quarter ended June 30,
                              1996.

          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 and Comptroller
                         (Duly Authorized Signatory
                        and Chief Accounting Officer)


Date: October 31, 1996

                                  -20-
<PAGE>

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


  Exhibit No.       Description
  -----------       -----------
     (11)           Computation of Per Share Earnings.

     (27)           Financial Data Schedule.

                                  Ex-1