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

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

                                    FORM 10-Q

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

For the quarterly period ended September 30, 1999 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
October 29, 1999:

                                                            Number of
                   Class                                Shares Outstanding
     Common Stock, $0.33-1/3 par value                    1,305,720,898

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

<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, 1999 and December 31, 1998                        3

      Consolidated Condensed Statements of Income (Loss) -
            Three and Nine Months Ended September 30, 1999 and 1998         4

      Consolidated Condensed Statements of Changes in Stockholders'
            Equity - Nine Months Ended September 30, 1999 and 1998          5

      Consolidated Condensed Statements of Cash Flows -
            Nine Months Ended September 30, 1999 and 1998                   6

      Notes to Consolidated Condensed Financial Statements                 7-12

     Item 2.   Management's Discussion and Analysis of
               Financial Condition and Results of Operations              13-25

Part II - Other Information                                                26

     Item 1.  Legal Proceedings                                           26-29

     Item 6.  Exhibits and Reports on Form 8-K                            29-30

Signature                                                                  31

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 American Home Products Corporation (the "Company" or "AHP"), 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, 1999 and December 31,
1998, the results of its operations for the three months and nine months ended
September 30, 1999 and 1998, and its cash flows and changes in stockholders'
equity for the nine months ended September 30, 1999 and 1998.  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 1998 Annual
Report on Form 10-K and Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999 and June 30, 1999.

                                       2
<PAGE>



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

                                                  September 30,  December 31,
                                                       1999           1998
                                                  ------------   ------------
ASSETS
Cash and cash equivalents..................       $  2,146,347   $  1,182,319
Marketable securities......................            436,958        119,210
Accounts receivable less allowances........          3,240,308      3,276,597
Inventories:
  Finished goods...........................          1,115,560      1,012,679
  Work in progress.........................            580,285        604,647
  Materials and supplies...................            540,338        620,592
                                                  ------------   ------------
                                                     2,236,183      2,237,918
Other current assets including deferred
  taxes....................................          1,536,944      1,139,588
                                                  ------------   ------------
  Total Current Assets.....................          9,596,740      7,955,632
Property, plant and equipment..............          6,959,803      6,718,364
  Less accumulated depreciation............          2,586,239      2,428,699
                                                  ------------   ------------
                                                     4,373,564      4,289,665
Goodwill and other intangibles, net of
  accumulated amortization.................          7,805,797      7,995,082
Other assets including deferred taxes......          1,967,377        838,689
                                                  ------------   ------------
  Total Assets.............................       $ 23,743,478   $ 21,079,068
                                                  ============   ============
LIABILITIES
Loans payable..............................       $  1,951,192   $     79,728
Trade accounts payable.....................            971,397        680,961
Accrued expenses...........................          4,104,355      3,037,239
Accrued federal and foreign taxes..........            522,260        412,793
                                                  ------------   ------------
  Total Current Liabilities................          7,549,204      4,210,721
Long-term debt.............................          3,621,669      3,859,163
Other noncurrent liabilities...............          5,795,019      2,312,261
Postretirement benefit obligations other
  than pensions............................            890,332        860,908
Minority interests.........................            262,003        221,219
STOCKHOLDERS' EQUITY
$2 convertible preferred stock, par value
  $2.50 per share..........................                 62             64
Common stock, par value $0.33-1/3 per
  share....................................            435,101        437,466
Additional paid-in capital.................          3,265,591      3,072,874
Retained earnings..........................          2,508,843      6,432,729
Accumulated other comprehensive loss.......           (584,346)      (328,337)
                                                  ------------   ------------
  Total Stockholders' Equity...............          5,625,251      9,614,796
                                                  ------------   ------------
  Total Liabilities and Stockholders'
    Equity.................................       $ 23,743,478  $  21,079,068
                                                  ============  =============

The accompanying notes are an integral part of these consolidated condensed
balance sheets.

                                       3

<PAGE>

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

                                     Three Months             Nine Months
                                  Ended September 30,     Ended September 30,
                                  1999        1998         1999        1998
                              ----------   ----------  -----------  -----------
Net Sales...................  $3,321,254   $3,224,119  $10,082,898  $10,232,474
                              ----------   ----------  -----------  -----------
Cost of goods sold..........     887,171      809,584    2,750,740    2,734,255
Selling, general and
  administrative expenses...   1,276,469    1,159,164    3,740,517    3,751,440
Research and development
  expenses .................     434,248      449,857    1,293,381    1,245,262
Interest expense, net.......      59,612       47,196      170,892      169,460
Other income, net...........     (90,839)    (119,463)    (175,003)    (182,143)
Gain on sale of business....          -             -            -     (592,084)
Litigation settlement.......   4,750,000            -    4,750,000            -
Special charges.............     195,000            -      277,000            -
                              ----------   ----------  -----------  -----------
Income (loss) before
  federal and foreign
  taxes.....................  (4,190,407)     877,781   (2,724,629)   3,106,284
Provision (benefit) for
  taxes.....................  (1,316,463)     258,786     (904,276)     981,568
                              -----------  ----------  ------------ -----------
Net Income (Loss)........... ($2,873,944)  $  618,995  ($1,820,353) $ 2,124,716
                              ===========  ==========  ============ ===========
Basic Earnings (Loss)
  per Share.................      ($2.20)       $0.47       ($1.39)       $1.62
                              ===========  ==========  ============ ===========
Diluted Earnings (Loss)
  per Share.................      ($2.20)       $0.46       ($1.39)       $1.59
                              ===========  ==========  ============ ===========
Dividends per share of
  common stock..............      $0.225       $0.215       $0.675       $0.645
                              ===========  ==========  ============ ===========


The accompanying notes are an integral part of these consolidated condensed
financial statements.


                                       4


<PAGE>
<TABLE>



              AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
      CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                    (In Thousands, Except Per Share Amounts)

Nine Months Ended September 30, 1999:
<CAPTION>

                                    $2                                               Accumulated
                               Convertible                Additional                    Other          Total
                                 Preferred      Common      Paid-in      Retained  Comprehensive  Stockholders'
                                  Stock         Stock       Capital      Earnings       Loss           Equity
                               -----------    ---------   -----------   -----------  -----------    -----------
<S>                             <C>           <C>          <C>          <C>           <C>            <C>
Balance at January 1, 1999.....       $64      $437,466    $3,072,874    $6,432,729   ($328,337)     $9,614,796

Net loss.......................                                          (1,820,353)                 (1,820,353)
Currency translation
  adjustments..................                                                        (254,565)       (254,565)
Unrealized loss on marketable
  securities...................                                                          (1,444)         (1,444)
                                                                                                     ----------
Comprehensive loss.............                                                                      (2,076,362)
                                                                                                     ----------
Cash dividends declared (1)....                                          (1,183,450)                 (1,183,450)
Treasury stock acquired........                  (5,562)      (34,364)     (912,189)                   (952,115)
Common stock issued............                   3,011       203,166                                   206,177
Conversion of preferred stock
  and other exchanges..........        (2)          186        23,915        (7,894)                     16,205
                                ----------    ---------   -----------   -----------   ----------    -----------
Balance at September 30, 1999..       $62      $435,101    $3,265,591    $2,508,843   ($584,346)     $5,625,251
                                ==========    =========   ===========   ===========   ==========    ===========


Nine Months Ended September 30, 1998:

                                    $2                                               Accumulated
                               Convertible                Additional                    Other          Total
                                 Preferred      Common      Paid-in      Retained  Comprehensive  Stockholders'
                                  Stock         Stock       Capital      Earnings      Loss           Equity
                                ----------    ---------   -----------   -----------  -----------    -----------
Balance at January 1, 1998.....       $72      $435,298    $2,530,696    $5,489,292   ($280,106)     $8,175,252

Net income.....................                                           2,124,716                   2,124,716
Currency translations
  adjustments..................                                                        (119,296)       (119,296)
Unrealized loss on marketable
  securities...................                                                          (2,348)         (2,348)
                                                                                                    -----------
Comprehensive income...........                                                                       2,003,072
                                                                                                    -----------

Cash dividends declared (2)....                                          (1,143,338)                 (1,143,338)
Treasury stock acquired........                    (376)       (5,262)      (60,229)                    (65,867)
Common stock issued............                   3,917       370,553                                   374,470
Conversion of preferred stock
    and other exchanges........        (7)          452        21,929        (9,123)                     13,251
                                ----------    ---------   -----------   -----------   ----------    -----------
Balance at September 30, 1998..       $65      $439,291    $2,917,916    $6,401,318   ($401,750)     $9,356,840
                                ==========    =========   ===========   ===========   ==========     ==========
</TABLE>

(1)  Includes the 1999 fourth quarter common stock cash dividend of $0.23 per
     share ($300,232 in the aggregate) declared on September 23, 1999 and
     payable on December 1, 1999.

(2)  Includes the 1998 fourth quarter common stock cash dividend of $0.225
     per share ($296,534 in the aggregate) declared on September 24, 1998 and
     payable on December 1, 1998.

The accompanying notes are an integral part of these consolidated condensed
financial statements.


                                       5


<PAGE>



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

                                                       Nine Months Ended
                                                           September 30,
Operating Activities                                  1999               1998
                                                  -----------        ----------
Net income (loss)....................            ($1,820,353)        $2,124,716
Adjustments to reconcile net income
(loss) to net cash provided
from operating activities:
  Litigation settlement..............              4,750,000                  -
  Special charges....................                277,000                  -
  Gain on sale of business...........                      -           (592,084)
  Gains on sales of other assets.....               (133,684)          (271,226)
  Depreciation and amortization......                524,180            524,940
  Deferred income taxes..............             (1,522,019)            21,265
  Changes in working capital, net....               (182,115)          (474,893)
  Other items, net...................               (102,382)           (82,650)
                                                  -----------        ----------
Net cash provided from operating
  activities.........................              1,790,627          1,250,068
                                                  -----------        ----------

Investing Activities
Purchase of property, plant and
  equipment..........................               (714,334)          (582,186)
Purchase of business, net of cash
  acquired...........................                      -           (425,041)
Proceeds from sale of business.......                      -          1,770,000
Proceeds from sales of other
  assets.............................                225,656            422,251
Proceeds from sales and maturities
  of marketable securities...........                299,193            196,854
Purchases of marketable
  securities.........................               (618,527)          (238,970)
                                                  -----------        ----------
Net cash provided from/(used for)
  investing activities...............               (808,012)         1,142,908
                                                  -----------        ----------

Financing Activities
Net proceeds from/(repayment of)
  debt...............................              1,633,688         (1,141,016)
Dividends paid.......................               (883,218)          (846,804)
Exercise of stock options............                206,177            374,470
Purchases of treasury stock..........               (952,115)           (65,867)
Termination of interest rate swap
  agreements.........................                      -            (96,655)
                                                  -----------        ----------
Net cash provided from/(used for)
  financing activities...............                  4,532         (1,775,872)
                                                  -----------        ----------
Effects of exchange rates on cash
  balances...........................                (23,119)            (7,701)
                                                  -----------        ----------
Increase in cash and cash
  equivalents........................                964,028            609,403
Cash and cash equivalents, beginning
  of period..........................              1,182,319          1,051,372
                                                  -----------        ----------
Cash and cash equivalents, end of
  period.............................             $2,146,347         $1,660,775
                                                  ===========        ==========

The accompanying notes are an integral part of these consolidated condensed
financial statements.

Supplemental Information
Interest payments excluding termination of
  interest rate swap agreements                    $269,070            $288,921
Income tax payments, net of refunds                 510,278             692,064

                                       6

<PAGE>


               AMERICAN HOME PRODUCTS CORPORATON AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Note 1.  Proposed Merger with Warner-Lambert

         On November 4, 1999, the Company and Warner-Lambert Company
         ("Warner-Lambert") announced that they have entered into a
         definitive agreement to combine the two companies in a merger of
         equals transaction. The combined company, to be named
         AmericanWarner, Inc., will have global businesses in
         pharmaceuticals, consumer health care and nutrition, confectionary,
         agricultural and animal health upon completion of the merger. Under
         the terms of the transaction, Warner-Lambert stockholders will
         receive 1.4919 shares of AmericanWarner, Inc. for each share of
         stock that they own. AHP stockholders will receive AmericanWarner,
         Inc. shares on a one-for-one basis. AHP and Warner-Lambert
         stockholders would each own approximately 50% of the combined
         company's shares. Both companies' Boards of Directors have approved
         the merger; however, it is subject to stockholder approval and
         satisfaction of other customary conditions, including regulatory
         approvals. Among other things, the transaction is contingent upon
         qualifying as a tax-free reorganization and being accounted for
         under the pooling of interests method of accounting.

         On November 4, 1999, Pfizer Inc proposed to acquire all of the
         outstanding shares of Warner-Lambert in a merger transaction, subject
         to the elimination of a termination fee and stock option provisions
         included in the merger agreement between the Company and
         Warner-Lambert. Pfizer Inc commenced suit in Delaware to enjoin
         implementation of these provisions, among other things. The Company
         believes that the Pfizer Inc lawsuit against the Company is without
         merit and will be defended vigorously. These consolidated condensed
         financial statements do not reflect any effects of the proposed
         merger.

Note 2.  Contingencies and Litigation Settlement

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

         The Company was named as a defendant in numerous legal actions, many
         of which are purported class actions, relating to REDUX
         (dexfenfluramine) and/or PONDIMIN (fenfluramine), which the Company
         estimated were used in the U.S. prior to their voluntary market
         withdrawal by approximately 6 million people. These actions alleged,
         among other things, that the use of REDUX and/or PONDIMIN,
         independently or in combination with the prescription drug
         phentermine (which the Company does not manufacture, distribute or
         market), caused certain serious conditions, including valvular heart
         disease.

         On October 7, 1999, the Company announced a comprehensive, national
         settlement to resolve litigation brought against the Company by
         people who used REDUX or PONDIMIN. This nationwide, class action

                                       7
<PAGE>
               AMERICAN HOME PRODUCTS CORPORATON AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


         settlement is open to all REDUX or PONDIMIN users in the U.S.,
         regardless of whether they have lawsuits pending. The settlement
         agreement is subject to judicial approval. Initial payments by the
         Company will be made into settlement funds A and B. These payments
         are anticipated to begin later this year, with approximately $1.85
         billion expected over the next 2.5 years, most of which is subject
         to final judicial approval. Payments to provide settlement benefits,
         if needed, may continue for approximately 16 years after final
         judicial approval. Fund A is intended to cover refunds, medical
         screening costs, additional medical services and cash payments,
         education and research costs, and administration costs. Fund B will
         compensate claimants with significant heart valve disease. The
         settlement covers all claims arising out of the use of REDUX or
         PONDIMIN except for claims of primary pulmonary hypertension
         ("PPH"). The settlement provides opportunities during three
         different time periods for claimants to opt out of the settlement.
         Under certain circumstances, the Company will receive credits for
         future settlement payments to claimants who opt out of the
         settlement. The Company may terminate the settlement at its
         discretion based on the number of initial opt outs.

         The Company recorded a charge of $4,750,000,000 ($3,287,500,000
         after-tax or $2.51 per share-diluted) in the 1999 third quarter to
         provide for expected payments to the settlement funds contemplated
         by the nationwide, class action settlement as discussed above, other
         judgments and settlements (including claims for PPH and any opt
         outs), and future legal costs, net of available insurance. Of the
         $4,750,000,000 charge recorded, $1,076,000,000 and $3,674,000,000
         were included in accrued expenses and other noncurrent liabilities,
         respectively, at September 30, 1999.

         The scientific studies conducted to date and clinical experience
         indicate that the health of the overwhelming majority of people who
         took REDUX or PONDIMIN has not been adversely affected. The studies
         also show no increased risk of valvular heart disease among persons
         who took the drugs for three months or less - more than 75% of those
         who took the drugs. Accordingly, while the Company believes that it
         had no liability in these legal actions, the settlement was made to
         resolve expensive and burdensome complex litigation. The settlement
         states that it shall not be construed to be an admission or evidence
         of any liability or wrongdoing whatsoever by the Company or the
         truth of any of the claims alleged.

         The Company is subject to other legal proceedings and claims which
         have arisen in the ordinary course of its business. In the opinion
         of the Company, although the outcome of all legal proceedings cannot
         be predicted with certainty, the ultimate liability of the Company
         in connection with its legal proceedings will not have a material
         adverse effect on the Company's financial position but could be
         material to the results of operations in any one accounting period.

                                       8

<PAGE>
               AMERICAN HOME PRODUCTS CORPORATON AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


Note 3.  1999 Special Charges

         During the 1999 third quarter, a special charge of $195,000,000
         ($126,750,000 after-tax or $0.10 per share-diluted) was recorded to
         provide for the restructuring of the Company's Cyanamid Agricultural
         Products ("Cyanamid") business aggregating $113,000,000 and the
         impairment of a Cyanamid manufacturing facility aggregating
         $82,000,000.

         The restructuring includes the elimination of approximately 700
         positions worldwide, and the closing of three research facilities
         located in the European and Asian-Pacific regions. The workforce
         reductions cover personnel in marketing, sales, administration and
         research. The components of the $113,000,000 charge were as follows:
         (i) severance and other costs of $77,000,000 and (ii) noncash costs
         for fixed asset write-offs of $36,000,000 related to the research
         facilities that will be closed. The majority of these costs will be
         paid within one year; however, due to regulatory requirements for
         personnel in the European region, some of the restructuring costs
         will not be paid until after 2000. No cash payments were made in the
         1999 third quarter related to this restructuring program.

         The noncash charge for the impairment of a Cyanamid manufacturing
         facility was recognized as the facility was dedicated primarily to a
         product that did not obtain regulatory approval from the U.S.
         Environmental Protection Agency ("EPA"). Based on a review of
         existing resources, the Company has no alternative future use for a
         significant portion of this facility. Therefore, an impairment loss
         of $82,000,000 was recorded based upon the expected future
         discounted cash flows from the projected utilization of the
         facility.

         During the 1999 second quarter, the Company announced that it was
         temporarily suspending shipments and recommending postponement of
         administration of ROTASHIELD, the Company's rotavirus vaccine, and
         recorded a special charge aggregating $82,000,000 ($53,000,000
         after-tax or $0.04 per share-diluted). The special charge provided
         for the estimated costs related to trade returns, inventory and
         other costs. The Company took this action in response to questions
         raised by reports of intussusception (a cause of bowel obstruction)
         in certain infants immunized with ROTASHIELD. In October 1999,
         subsequent to further studies, ROTASHIELD was withdrawn from the
         market.


Note 4.  Cyanamid U.S. Inventory Buyback Program

         In the 1999 third quarter, Cyanamid decided to repurchase selected
         U.S. field inventories from the trade, primarily soybean herbicides.
         As a result of this Cyanamid U.S. inventory buyback program, the
         Company reduced net sales by $175,000,000, which had the effect of
         increasing the loss before taxes by $135,000,000 ($93,150,000
         after-tax or $0.07 per share-diluted). The Cyanamid U.S. inventory

                                       9
<PAGE>
              AMERICAN HOME PRODUCTS CORPORATON AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


         buyback program is a result of changes in the way Cyanamid will
         market and distribute its products, primarily a reduction in
         distributors to achieve efficiencies, and is also in preparation for
         the launch of new U.S. soybean herbicide premixed products
         containing glyphosate and Cyanamid's imidazolinone chemistry.
         Cyanamid has applied for EPA registration for its new proprietary
         imidazolinone and glyphosate herbicide premixed products. Subject to
         obtaining EPA approval, Cyanamid will market these products to be
         used on Roundup Ready(R) (a registered trademark of the Monsanto
         Company) soybeans beginning with the 2000 selling season.

Note 5.  1998 Restructuring Program

         In December 1998, the Company recorded a charge for restructuring
         and related asset impairments to recognize the reorganization of its
         worldwide supply chains and distribution systems, and the
         globalization of certain business units. The restructuring included
         the reduction of 4,100 positions offset, in part, by 1,000 newly
         created positions. Since the end of 1998, the Company has begun its
         personnel reductions and initiated/completed the closure/sale of
         certain manufacturing facilities/distribution centers. As of
         September 30, 1999, approximately 1,800 positions have been
         eliminated. Cash expenditures aggregating $57,900,000 for severance
         and exit costs in the 1999 first nine months were applied against
         the restructuring accruals. At September 30, 1999, $169,000,000 of
         these restructuring accruals were outstanding.

Note 6.  Preferred Share Purchase Rights

         On October 7, 1999, the Company's Board of Directors declared a
         dividend of one preferred share purchase right for each share of
         Common Stock outstanding on October 18, 1999. The rights will also
         apply to all future stock issuances. Each right permits the holder,
         under certain circumstances and upon the occurrence of certain
         events, to purchase from the Company one one-thousandth of a share
         of Series A Junior participating Preferred Stock of the Company (the
         "Preferred Stock") at an exercise price of $225 per one
         one-thousandth of a share of Preferred Stock under a Rights Plan
         relating to such Preferred Stock. The Rights Plan has provisions
         that are triggered if any person or group acquires beneficial
         ownership of 15% or more of the outstanding Common Stock or acquires
         the Company in a merger or other business combination (an "Acquiring
         Person"). In such event, stockholders (other than the Acquiring
         Person) would receive stock of the Company or the Acquiring Person, as
         the case may be, having a market value of twice the exercise price
         along with substantially increased voting and dividend rights, among
         other things. The rights expire on October 7, 2009 and prior to there
         being an Acquiring Person, the Company may redeem the rights issued
         under the Rights Plan for $0.01 per right. The Board can, except
         with respect to the redemption price, amend the Rights Plan in any
         manner without the consent of the holders of the Rights, provided

                                       10
<PAGE>
              AMERICAN HOME PRODUCTS CORPORATON AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


         that such amendment does not adversely affect the rights of the
         holder at any time after there is an Acquiring Person.

Note 7.  Company Data by Operating Segment

         The Company has four reportable segments: Pharmaceuticals, Consumer
         Health Care, Agricultural Products, and Corporate and All Other. Net
         sales and income (loss) before taxes for the 1999 third quarter and
         first nine months for the four reportable segments were as follows:
<TABLE>

                                                            Net Sales
                                         --------------------------------------------
                                              Three Months            Nine Months
         ($ in millions)                   Ended September 30,     Ended September 30,
         Operating Segment                   1999        1998        1999       1998
         -------------------------         --------   --------   ---------  ---------
         <S>                              <C>        <C>         <C>        <C>
         Pharmaceuticals                   $2,584.4   $2,357.3    $7,119.7   $6,690.3
         Consumer Health Care                 606.7      565.0     1,672.6    1,521.8
         Agricultural Products (3)            130.2      301.8     1,290.6    1,828.4
                                           --------   --------   ---------  ---------
                                            3,321.3    3,224.1    10,082.9   10,040.5
         Corporate and All
           Other                                  -          -           -      192.0
                                           --------   --------   ---------  ---------
         Total                             $3,321.3   $3,224.1   $10,082.9  $10,232.5
                                           ========   ========   =========  =========
</TABLE>
<TABLE>
                                                  Income (Loss) Before Taxes (1)
                                          --------------------------------------------
                                               Three Months            Nine Months
         ($ in millions)                    Ended September 30,     Ended September 30,
         Operating Segment                   1999        1998        1999       1998
         -------------------------        ----------   --------  ----------  --------
         <S>                              <C>        <C>         <C>        <C>
         Pharmaceuticals (2)              ($3,954.9)    $842.7   ($2,858.8)  $1,978.0
         Consumer Health Care                 178.7      161.3       405.8      367.3
         Agricultural Products (3)           (331.3)       9.3       (31.6)     484.1
                                          ----------   --------  ----------  --------
                                           (4,107.5)   1,013.3    (2,484.6)   2,829.4
         Corporate and All
           Other (4)                          (82.9)    (135.5)     (240.0)     276.9
                                          ----------   --------  ----------  --------
         Total                            ($4,190.4)    $877.8   ($2,724.6)  $3,106.3
                                          ==========   ========  ==========  ========
</TABLE>
         (1) The third quarter results include goodwill amortization for 1999
             and 1998 as follows: Pharmaceuticals - $39.1 and $38.8, Consumer
             Health Care - $8.4 and $3.9, Agricultural Products - $24.3 and
             $24.3.

             The first nine months results include goodwill amortization for
             1999 and 1998 as follows: Pharmaceuticals - $115.9 and $118.3,
             Consumer Health Care - $24.5 and $11.9, Agricultural Products -
             $72.8 and $72.8 and Corporate and All Other - $0.9 for 1998 only.

         (2) Loss before taxes for Pharmaceuticals for the 1999 third quarter
             and first nine months included a charge for a litigation settlement
             of $4,750.0 in connection with litigation brought against the
             Company by people who used the antiobesity products REDUX or
             PONDIMIN. The charge provides for expected payments to settlement
             funds contemplated by the nationwide, class action settlement,
             other judgments and settlements (including claims for PPH and any
             opt outs), and future legal costs, net of available insurance.

             Loss before taxes for Pharmaceuticals for the 1999 first nine
             months included a special charge of $82.0 related to the
             suspension of shipments and administration, and trade returns
             of ROTASHIELD, the Company's rotavirus vaccine.

                                                11

<PAGE>
               AMERICAN HOME PRODUCTS CORPORATON AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


         (3) Net sales for Agricultural Products were reduced by $175.0,
             which had the effect of increasing the loss before taxes by
             $135.0 in the 1999 third quarter and first nine months, due to
             the Cyanamid U.S. inventory buyback program.

             Loss before taxes for Agricultural Products for the 1999 third
             quarter and first nine months included a special charge of
             $195.0 to provide for the restructuring of Cyanamid and the
             impairment of a Cyanamid manufacturing facility.

         (4) Income before taxes for Corporate and All Other for the 1998
             first nine months included the gain on the sale of the
             Sherwood-Davis & Geck medical devices business of $592.1,
             which was sold effective February 27, 1998.


Note 8.  Earnings per Share

         The following table sets forth the computations of Basic Earnings
         (Loss) per Share and Diluted Earnings (Loss) per Share:
<TABLE>

                                                              Three Months              Nine Months
                                                          Ended September 30,       Ended September 30,
         (In thousands, except per share amounts)           1999         1998        1999         1998
         ----------------------------------------      ------------  ---------   ------------ ----------
         <S>                                           <C>            <C>        <C>          <C>
         Net income (loss) less preferred dividends    ($2,873,957)   $618,982   ($1,820,391) $2,124,675
         Denominator:
           Average number of common shares
             outstanding                                 1,306,853   1,317,329     1,309,652   1,313,549
                                                       ------------  ---------   ------------ ----------
         Basic Earnings (Loss) per Share                    ($2.20)      $0.47        ($1.39)      $1.62
                                                       ============ ==========   ============ ==========

         Net income (loss)                             ($2,873,944)   $618,995   ($1,820,353) $2,124,716
         Denominator:
           Average number of common shares
             outstanding                                 1,306,853   1,317,329     1,309,652   1,313,549

           Common share equivalents of
             outstanding stock options
             and deferred contingent
             common stock awards (1)                             -      22,773             -      22,478
                                                       ------------  ---------   ------------ ----------
         Total shares (1)                                1,306,853   1,340,102     1,309,652   1,336,027
                                                       ------------  ---------   ------------ ----------
         Diluted Earnings (Loss) per Share                  ($2.20)      $0.46        ($1.39)      $1.59
                                                       ============  =========   ============ ==========
</TABLE>

         (1) The average number of common shares outstanding for diluted loss
             per share for the 1999 third quarter and first nine months do not
             include common stock equivalents as the effect on the net loss
             would be antidilutive.  Therefore, the average number of common
             shares outstanding for diluted loss per share is the same as for
             basic loss per share.


                                       12

<PAGE>

           Management's Discussion and Analysis of Financial Condition

                            and Results of Operations

              Three Months and Nine Months Ended September 30, 1999


Results of Operations

Worldwide net sales increased 3% for the 1999 third quarter and remained flat
for the first nine months after adjusting for the sale of the Sherwood-Davis &
Geck medical devices business which was sold effective February 27, 1998.  The
increase for the 1999 third quarter was due primarily to a 10% increase in sales
of worldwide pharmaceuticals and a 7% increase in consumer health care products.
Offsetting these increases were significantly lower sales of U.S. agricultural
products due to the Cyanamid U.S. inventory buyback program as discussed in Note
4 to the Consolidated Condensed Financial Statements.  Sales for the 1999 first
nine months were flat as a 6% increase in sales of worldwide pharmaceuticals and
a 10% increase in consumer health care products were offset by significantly
lower sales of U.S. agricultural products.

As discussed in Note 4 to the Consolidated Condensed Financial Statements,
Cyanamid decided to repurchase selected U.S. inventories from the trade,
primarily soybean herbicides.  As a result of this Cyanamid U.S. inventory
buyback program, the Company reduced net sales by $175.0 million, which had the
effect of increasing the loss before taxes by $135.0 million ($93.2 million
after-tax or $0.07 per share-diluted) in the 1999 third quarter and first nine
months.  The Cyanamid U.S. inventory buyback program is a result of changes in
the way Cyanamid will market and distribute its products, primarily a reduction
in distributors to achieve efficiencies, and is also in preparation for the
launch of new U.S. soybean herbicide premixed products containing glyphosate and
Cyanamid's imidazolinone chemistry.  Cyanamid has applied for EPA registration
for its new proprietary imidazolinone and glyphosate herbicide premixed
products. Subject to obtaining EPA approval, Cyanamid will market these products
to be used on Roundup Ready (R)(a registered trademark of the Monsanto Company)
soybeans beginning with the 2000 selling season.

The following table sets forth worldwide net sales results by operating segment
together with the percentage changes from the comparable periods in the prior
year:

<TABLE>
                                                     Net Sales
                         ---------------------------------------------------------------------
                              Three Months                         Nine Months
($ in millions)            Ended September 30,    %Increase    Ended September 30,   %Increase
Operating Segment            1999        1998     (Decrease)    1999       1998     (Decrease)
---------------------      -------    --------   ----------  ---------  ---------   ----------
<S>                       <C>         <C>        <C>          <C>        <C>        <C>
Pharmaceuticals           $2,584.4    $2,357.3         10%    $7,119.7   $6,690.3           6%
Consumer Health Care         606.7       565.0          7%     1,672.6    1,521.8          10%
Agricultural
  Products (1)               130.2       301.8       (57)%     1,290.6    1,828.4        (29)%
                         ---------    --------   ----------  ---------  ---------   ----------
                           3,321.3     3,224.1          3%    10,082.9   10,040.5          -
Corporate and All
  Other                          -           -          -            -      192.0       (100)%
                         ---------    --------   ----------  ---------  ---------   ----------
Total                     $3,321.3    $3,224.1          3%   $10,082.9  $10,232.5         (1)%
                         =========    ========   ==========  =========  =========   ==========
</TABLE>

                                       13
<PAGE>

           Management's Discussion and Analysis of Financial Condition

                            and Results of Operations

              Three Months and Nine Months Ended September 30, 1999


(1)  Net sales for Agricultural Products were reduced by $175.0 in the 1999
     third quarter and first nine months due to the Cyanamid U.S. inventory
     buyback program.

Worldwide pharmaceutical sales increased 10% for the 1999 third quarter and 6%
for the first nine months due primarily to higher sales of ENBREL (introduced in
the 1998 fourth quarter), PREMARIN products and ZOSYN. Worldwide pharmaceutical
sales results in the 1999 third quarter also reflect higher sales of oral
contraceptives offset, in part, by lower sales of ZIAC, while results for the
1999 first nine months also reflect higher sales of EFFEXOR XR (due to expanded
indications), generic pharmaceuticals and BENEFIX offset, in part, by lower
sales of animal health products, NAPRELAN and VERELAN (divested in the 1998
third quarter) and CORDARONE (due to generic competition). Lower sales of animal
health products were due primarily to customers reducing consumption of
livestock-related animal health products, in part, as a result of continuing
commodity price declines in the livestock markets. Excluding animal health
products, worldwide pharmaceutical sales increased 12% and 9% for the 1999 third
quarter and first nine months. Worldwide pharmaceutical sales were impacted by
unfavorable foreign exchange of 1% for both the 1999 third quarter and first
nine months.

Worldwide consumer health care sales increased 7% for the 1999 third quarter and
10% for the first nine months due primarily to higher sales of nutritional
supplements, which consist of SOLGAR products (acquired in the 1998 third
quarter), CENTRUM products including CENTRUM herbals (introduced in the 1998
fourth quarter) and CALTRATE, and cough/cold products (nine months only). SOLGAR
products contributed 2% to the increase in the 1999 third quarter and 5% in the
first nine months. Worldwide consumer health care sales were impacted by
unfavorable foreign exchange of 2% for both the 1999 third quarter and first
nine months.

Worldwide agricultural products sales decreased 57% for the 1999 third quarter
and 29% for the first nine months. Sales in the 1999 third quarter decreased due
to the Cyanamid U.S. inventory buyback program discussed previously. In addition
to the Cyanamid U.S. inventory buyback program, sales in the 1999 first nine
months decreased due primarily to lower U.S. sales of herbicides, predominantly
PURSUIT, RAPTOR, PROWL and SQUADRON. The lower U.S. sales results were due
principally to various competitive factors and reduced demand for grain coupled
with high inventories from record harvests over the last two years. As a result
of these inventory levels, commodity prices have declined causing farmers to
reduce input costs by lowering application rates and choosing the lowest cost
crop protection product. Worldwide agricultural products were impacted by
unfavorable foreign exchange of 2% for the 1999 third quarter and 1% for the
first nine months. 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 1999 third
quarter and first nine months are not indicative of the results to be expected
in the 1999 fourth quarter or for the full year.

                                       14

<PAGE>

           Management's Discussion and Analysis of Financial Condition

                            and Results of Operations

              Three Months and Nine Months Ended September 30, 1999


Corporate and All Other includes the results of the divested Sherwood-Davis &
Geck medical devices business. The decrease for the 1999 first nine months is
due entirely to the divestiture of the medical devices business effective
February 27, 1998.

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

<TABLE>

                        Three Months Ended September 30, 1999        Nine Months Ended September 30, 1999
                      -----------------------------------------   ------------------------------------------
                                            Foreign     Total                           Foreign     Total
                          Volume    Price   Exchange  Net Sales   Volume       Price    Exchange  Net Sales
                        Inc/(Dec) Inc/(Dec) Inc/(Dec) Inc/(Dec)  Inc/(Dec)   Inc/(Dec)  Inc/(Dec) Inc/(Dec)
                        --------- --------- --------- ---------  ---------   ---------  --------  ---------
<S>                     <C>        <C>      <C>       <C>        <C>         <C>        <C>       <C>
Pharmaceuticals
U.S.                           7%       4%         -         11%       4%           3%        -           7%
International                  6%       4%      (3)%          7%       5%           4%      (3)%          6%
                         --------  -------  --------  ----------  -------      -------  --------    --------
Total                          7%       4%      (1)%         10%       4%           3%      (1)%          6%
                         ========  =======  ========  ==========  =======      =======  ========    ========

Consumer Health Care
U.S. (1)                       7%       2%         -          9%      12%           1%        -          13%
International (1)              4%       5%      (5)%          4%       4%           5%      (5)%          4%
                         --------  -------  --------  ----------  -------      -------  --------   ---------
Total                          6%       3%      (2)%          7%       9%           3%      (2)%         10%
                         ========  =======  ========  ==========  =======      =======  ========   =========

Agricultural Products
U.S. (2)                   (275)%     (3)%         -      (278)%     (48)%        (9)%        -        (57)%
International                  3%     (1)%      (2)%           -      (2)%           -      (1)%        (3)%
                         --------  -------  --------  ----------  -------      -------  --------  ----------
Total                       (53)%     (2)%      (2)%       (57)%     (24)%        (4)%      (1)%       (29)%
                         ========  =======  ========  ==========  =======      =======  ========  ==========

Corporate and All Other
U.S.                            -        -         -           -    (100)%           -        -       (100)%
International                   -        -         -           -    (100)%           -        -       (100)%
                         --------  -------  --------  ----------  -------      -------  --------  ----------
Total                           -        -         -           -    (100)%           -        -       (100)%
                         ========  =======  ========  ==========  =======      =======  ========  ==========

Total
U.S.                         (2)%       3%         -          1%     (4)%           1%        -         (3)%
International                  5%       3%      (3)%          5%       1%           3%      (3)%          1%
                         --------  -------  --------  ----------  -------      -------  --------   ---------
Total                          1%       3%      (1)%          3%     (2)%           2%      (1)%        (1)%
                         ========  =======  ========  ==========  =======      =======  ========   =========
</TABLE>

     (1)  SOLGAR products contributed 2% and 3%, respectively, to the U.S. and
          international sales volume increases in the 1999 third quarter. SOLGAR
          products contributed 5% and 4%, respectively, to the U.S. and
          international sales volume increases in the 1999 first nine months.

     (2)  Sales volume decreases in the 1999 third quarter and first nine months
          include the effect of the Cyanamid U.S. inventory buyback program,
          which reduced sales by $175.0 million.

Cost of goods sold, as a percentage of net sales, increased to 26.7% for the
1999 third quarter and 27.3% for the 1999 first nine months compared to 25.1%
for the 1998 third quarter and 26.7% for the 1998 first nine months due
primarily to unfavorable sales mix in all operating segments.

Selling, general and administrative expenses increased 10% for the 1999 third
quarter and were flat for the first nine months. The increase in the 1999 third
quarter was due primarily to higher selling expenses, primarily marketing costs,

                                       15
<PAGE>


           Management's Discussion and Analysis of Financial Condition

                            and Results of Operations

              Three Months and Nine Months Ended September 30, 1999


related to certain pharmaceutical and consumer health care product launches in
late 1998 and in 1999, pre-launch marketing costs for certain pharmaceutical
products expected to be launched by the end of 1999, expanded global strategic
marketing activities and increased headcount to support new product initiatives.
The 1999 first nine months were flat due primarily to higher pharmaceutical and
consumer health care selling expenses, primarily marketing costs, as previously
discussed, offset by lower selling and general expenses for the agricultural
products business as a result of cost reduction efforts in response to current
economic conditions, the divested medical devices business and lower corporate
expenses.

Research and development expenses decreased 3% for the 1999 third quarter due
primarily to lower research and development expenses for the agricultural
products businesses as a result of cost containment efforts and lower
pharmaceutical research and development expenditures. Research and development
expenses increased 4% for the first nine months due primarily to higher
pharmaceutical research and development expenditures and license payments
offset, in part, by lower research and development expenses for the agricultural
products businesses as discussed above.

Interest expense, net, increased 26% for the 1999 third quarter and 1% for the
first nine months due primarily to an increase in borrowings of commercial paper
to finance treasury stock acquisitions as part of the Company's stock repurchase
program offset, in part, by lower interest rates. Also offsetting the increase
in interest expense, net, for the 1999 first nine months was the reduction in
long-term debt from the proceeds of the divestiture of the medical devices
business during the 1998 first quarter. Weighted average long-term debt,
including loans payable, outstanding during the 1999 and 1998 third quarter was
$5,300.5 million and $4,017.6 million, respectively. Weighted average long-term
debt, including loans payable, outstanding during the 1999 and 1998 first nine
months was $4,742.2 million and $4,198.6 million, respectively.

Other income, net, decreased 24% for the 1999 third quarter and 4% for the first
nine months due primarily to lower gains on the sales of non-strategic assets,
including certain non-core product rights, and higher Year 2000 conversion costs
offset, in part, by lower non-recurring charges and lower unfavorable foreign
exchange results.

As discussed in Note 2 to the Consolidated Condensed Financial Statements, on
October 7, 1999, the Company announced a comprehensive, national settlement to
resolve litigation brought against the Company by people who used REDUX or
PONDIMIN. The Company recorded a charge of $4,750.0 million ($3,287.5 million
after-tax or $2.51 per share-diluted) in the 1999 third quarter to provide for
expected payments to the settlement funds contemplated by the nationwide, class
action settlement, other judgments and settlements (including claims for PPH and
any opt outs), and future legal costs, net of available insurance. This
nationwide, class action settlement is open to all REDUX or PONDIMIN users in
the U.S., regardless of whether they have lawsuits pending. The settlement
agreement is subject to judicial approval.


                                       16
<PAGE>

           Management's Discussion and Analysis of Financial Condition

                            and Results of Operations

              Three Months and Nine Months Ended September 30, 1999


As discussed in Note 3 to the Consolidated Condensed Financial Statements,
during the 1999 third quarter, a special charge of $195.0 million ($126.8
million after-tax or $0.10 per share-diluted) was recorded to provide for the
restructuring of the Cyanamid business aggregating $113.0 million and the
impairment of a Cyanamid manufacturing facility aggregating $82.0 million. The
restructuring of Cyanamid was initiated to improve the effectiveness and
efficiency of this business in light of current conditions in the global farm
economy, and to better align resources and capacity with present and future
product needs. The restructuring is being accomplished through revisions in the
practices used by Cyanamid to sell, market, manufacture and distribute products
to the global farm market and to realign its research activities. The $113.0
million charge included (i) severance and other costs related to eliminating
approximately 700 positions worldwide and (ii) noncash costs for fixed asset
write-offs related to closing three research facilities.  Annual pre-tax savings
from these initiatives are expected to be fully realized by 2002 and total
approximately $50.0 million. The noncash charge for the impairment of a Cyanamid
manufacturing facility was recognized as the facility was dedicated primarily to
a product that did not obtain regulatory approval from the EPA. Therefore, an
impairment loss of $82.0 million was recorded based upon the expected future
discounted cash flows from the projected utilization of the facility.

As also discussed in Note 3 to the Consolidated Condensed Financial Statements,
during the 1999 second quarter, the Company announced that it was temporarily
suspending shipments and recommending postponement of administration of
ROTASHIELD, the Company's rotavirus vaccine, and recorded a special charge
aggregating $82.0 million ($53.0 million after-tax or $0.04 per share-diluted).
The special charge provided for the estimated costs related to trade returns,
inventory and other costs.  The Company took this action in response to
questions raised by reports of intussusception (a cause of bowel obstruction)
in certain infants immunized with ROTASHIELD. In October 1999, subsequent to
further studies, ROTASHIELD was withdrawn from the market.

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

                                       17
<PAGE>

           Management's Discussion and Analysis of Financial Condition

                            and Results of Operations

              Three Months and Nine Months Ended September 30, 1999

<TABLE>

                                            Income (Loss) Before Taxes
                        ----------------------------------------------------------------------------
                                  Three Months                         Nine Months
($ in millions)              Ended September 30,    %Increase       Ended September 30,   %Increase
Operating Segment              1999        1998     (Decrease)      1999         1998     (Decrease)
-----------------------     ---------    --------    ---------    ----------   --------   ----------
<S>                         <C>          <C>         <C>        <C>            <C>         <C>
Pharmaceuticals (1)         ($3,954.9)     $842.7           -     ($2,858.8)   $1,978.0           -
Consumer Health Care            178.7       161.3          11%        405.8       367.3          10%
Agricultural
  Products(2)                  (331.3)        9.3           -         (31.6)      484.1           -
                            ----------   ---------    ---------   ----------   --------   ----------
                             (4,107.5)    1,013.3           -      (2,484.6)    2,829.4           -

Corporate and All
  Other (3)                     (82.9)     (135.5)         39%       (240.0)      276.9           -
                            ----------   ---------    ---------   ----------   --------   ----------
Total (4)                   ($4,190.4)     $877.8           -     ($2,724.6)   $3,106.3           -
                            ==========   =========    =========   ==========   ========   ==========

</TABLE>

  (1)     Loss before taxes for Pharmaceuticals for the 1999 third quarter and
          first nine months included a charge for a litigation settlement of
          $4,750.0 in connection with litigation brought against the Company by
          people who used the antiobesity products REDUX or PONDIMIN. The charge
          provides for expected payments to settlement funds contemplated by the
          nationwide, class action settlement, other judgements and settlements
          (including claims for PPH and any opt outs), and future legal costs,
          net of available insurance.

          Loss before taxes for Pharmaceuticals for the 1999 first nine months
          included the special charge of $82.0 related to the suspension of
          shipments and administration, and trade returns of ROTASHIELD, the
          Company's rotavirus vaccine.

          Excluding the litigation settlement, income before taxes for
          Pharmaceuticals decreased 6% for the 1999 third quarter. Excluding the
          litigation settlement and the ROTASHIELD special charge, income before
          taxes for Pharmaceuticals was flat for the 1999 first nine months.

  (2)     Loss before taxes for Agricultural Products for the 1999 third quarter
          and first nine months included a special charge of $195.0 to provide
          for the restructuring of Cyanamid and the impairment of a Cyanamid
          manufacturing facility.

          Loss before taxes for Agricultural Products for the 1999 third quarter
          and first nine months was increased by $135.0 for the Cyanamid U.S.
          inventory buyback program.

          Excluding the Cyanamid special charge and the Cyanamid U.S. inventory
          buyback program, loss before taxes for Agricultural Products for the
          1999 third quarter was $1.3 compared to income before taxes of $9.3 in
          the prior year. Excluding the Cyanamid special charge and the Cyanamid
          U.S. inventory buyback program, income before taxes for Agricultural
          Products decreased 38% for the 1999 first nine months.

  (3)     Income before taxes for Corporate and All Other in the 1998 first nine
          months included the gain on the sale of the Sherwood-Davis & Geck
          medical devices business of $592.1, which was sold effective February
          27, 1998. Excluding the gain on sale, loss before taxes for Corporate
          and All Other decreased 24% for the 1999 first nine months.

  (4)     Excluding the litigation settlement, the Cyanamid special charge and
          the Cyanamid U.S. inventory buyback program from the 1999 results,
          income before taxes for the 1999 third quarter increased 1%. Excluding
          the litigation settlement, the Cyanamid special charge, the ROTASHIELD
          special charge and the Cyanamid U.S. inventory buyback program from
          the 1999 results and the gain on sale from the 1998 results, income
          before taxes for the 1999 first nine months decreased by 3%.



                                       18

<PAGE>


           Management's Discussion and Analysis of Financial Condition

                            and Results of Operations

              Three Months and Nine Months Ended September 30, 1999


The following variation explanations of income (loss) before taxes by operating
segment for the 1999 third quarter and first nine months compared to the prior
year exclude the previously discussed 1999 litigation settlement and the 1999
ROTASHIELD special charge (first nine months only) for Pharmaceuticals, the 1999
Cyanamid special charge and the 1999 Cyanamid U.S. inventory buyback program for
Agricultural Products, and the 1998 gain on sale from the divestiture of the
medical devices business for Corporate and All Other (first nine months only):

     Worldwide Pharmaceutical income before taxes decreased 6% for the 1999
     third quarter due primarily to higher selling, general and administrative
     expenses, lower gains on the sales of non-strategic assets and an
     unfavorable sales mix offset, in part, by higher sales of worldwide
     pharmaceuticals. Worldwide Pharmaceutical income before taxes was flat for
     the 1999 first nine months due primarily to higher selling, general and
     administrative expenses, increased research and development expenses,
     lower gains on the sales of non-strategic assets and unfavorable sales mix
     offset by higher sales of worldwide Pharmaceuticals. Higher selling,
     general and administrative expenses for Pharmaceuticals for the 1999 third
     quarter and first nine months were the result of higher selling expenses,
     primarily marketing costs, related to certain product launches in late
     1998 and in 1999, pre-launch marketing costs for certain products expected
     to be launched by the end of 1999, expanded global strategic marketing
     activities and increased headcount to support new product initiatives.

     Worldwide Consumer Health Care income before taxes increased 11% for the
     1999 third quarter and 10% for the 1999 first nine months due primarily to
     increased sales of worldwide consumer health care products offset, in
     part, by higher selling, general and administrative expenses.

     Worldwide Agricultural Products loss before taxes for the 1999 third
     quarter was $1.3 million compared to income before taxes of $9.3 million
     in the prior year due primarily to an unfavorable sales mix. Worldwide
     Agricultural Products income before taxes decreased 38% for the 1999 first
     nine months due primarily to lower sales of U.S. Agricultural Products and
     an unfavorable sales mix offset, in part, by lower selling expenses,
     primarily marketing, and general expenses as a result of cost reduction
     efforts and lower research and development expenses.

     Corporate and All Other expenses decreased for the 1999 third quarter due
     to lower general and administrative expenses offset, in part, by higher
     interest expense. Corporate and All Other expenses decreased for the 1999
     first nine months due primarily to higher gains on the sales of
     non-strategic assets and lower general and administrative expenses offset,
     in part, by the loss of the medical devices business.

The effective tax rate for the 1999 third quarter was a 31.4% benefit. The
difference in the tax benefit recorded and the statutory rate of 35% related to
the litigation settlement is caused by a $200 million provision for additional

                                       19
<PAGE>

          Management's Discussion and Analysis of Financial Condition

                            and Results of Operations

              Three Months and Nine Months Ended September 30, 1999


U.S. income tax, net of foreign tax credits, that will have to be paid to the
extent that foreign earnings, taxed at a rate lower than in the U.S., are
remitted back to the U.S. for settlement payments. Excluding the previously
discussed litigation settlement, the Cyanamid special charge and the Cyanamid
U.S. inventory buyback program from the 1999 third quarter results, the
effective tax rate provision was 28.8% versus 29.5% for the 1998 third quarter.
The effective tax rate for the 1999 first nine months was a 33.2% benefit versus
a 31.6% provision for the 1998 first nine months. Excluding the items noted
above and the previously discussed ROTASHIELD special charge from the 1999 first
nine months results and the gain on sale from the divestiture of the medical
devices business from the 1998 first nine months results, the effective tax rate
was a provision of 28.6% and 28.7%, respectively.

Net loss and diluted loss per share for the 1999 third quarter were $2,873.9
million and $2.20 compared to net income and diluted earnings per share of
$619.0 million and $0.46 for the same period last year. Excluding the previously
discussed litigation settlement of $3,287.5 million and $2.51, the Cyanamid
special charge of $126.8 million and $0.10 and the Cyanamid U.S. inventory
buyback program of $93.2 million and $0.07 previously discussed, net income and
diluted earnings per share for the 1999 third quarter were $633.6 million and
$0.48. Excluding these charges from the 1999 third quarter results, net income
and diluted earnings per share for the 1999 third quarter increased 2% and 4%
over 1998 third quarter results. These increases were due primarily to higher
gross profit from the net sales results previously discussed offset, in part,
by increased selling, general and administrative expenses and an unfavorable
sales mix in all operating segments.

Net loss and diluted loss per share for the 1999 first nine months were $1,820.4
million and $1.39 compared to net income and diluted earnings per share of
$2,124.7 million and $1.59 for the same period last year. Excluding the
previously discussed litigation settlement, the Cyanamid special charge, the
Cyanamid U.S. inventory buyback program and the ROTASHIELD special charge of
$53.0 million and $0.04, net income and diluted earnings per share for the 1999
first nine months were $1,740.1 million and $1.33. The $1.33 diluted earnings
per share calculation includes the $0.02 per share benefit of excluding the
dilutive impact of common stock equivalents. Excluding the gain on the sale of
the Sherwood-Davis & Geck medical devices business of $330.8 million and $0.25
from the 1998 results, net income and diluted earnings per share for the 1998
first nine months were $1,793.9 and $1.34. Excluding these charges from the 1999
results and the gain on the sale from the 1998 results, net income and diluted
earnings per share for the 1999 first nine months decreased 3% and 1% compared
with 1998 first nine months results. The decreases in net income and diluted
earnings per share for the 1999 first nine months were due primarily to
unfavorable sales mix in all operating segments, lower sales from the
disposition of the medical devices business and higher pharmaceutical research
and development expenses offset, in part, by higher gross profit from the net
sales results discussed previously.


                                       20
<PAGE>
          Management's Discussion and Analysis of Financial Condition

                            and Results of Operations

              Three Months and Nine Months Ended September 30, 1999


Euro Currency

On January 1, 1999, 11 of the 15 member countries of the European Union adopted
the "Euro" as a new common legal currency. However, the legacy currencies of the
member countries are scheduled to remain legal tender as sub-denominations of
the Euro between January 1, 1999 and January 1, 2002 (the "transition period").
Critical areas impacted by the conversion to the Euro have been identified and
appropriate strategies developed, which are currently being implemented to
facilitate the adoption of the Euro and to facilitate business transactions
during the transition period. The costs related to the Euro conversion and
transition period will not have a material adverse effect on the Company's
financial position or results of operations. However, the Euro conversion may
have competitive implications on the Company's pricing and marketing strategies,
the total impact of which is not known at this time.

Competition

The Company operates in the highly competitive pharmaceutical, consumer health
care and agrochemical industries. 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, one of the Company's
conjugated estrogens products manufactured from pregnant mare's urine and which
has not had patent protection for many years, is the leader in its category and
contributes significantly to sales and results of operations. PREMARIN's
principal uses are to manage the symptoms of menopause and to prevent
osteoporosis, a condition involving a loss of bone mass in postmenopausal women.
Estrogen containing products manufactured by other companies have been marketed
for many years for the treatment of menopausal symptoms, and some of these
products also have an approved indication for the prevention of osteoporosis.
During the past several years, other manufacturers have introduced products for
the treatment and/or prevention of osteoporosis. Some companies have attempted
to obtain approval for generic versions of PREMARIN. These products, if
approved, would be routinely substitutable for PREMARIN under many state laws
and third party insurance payer plans. In May 1997, the U.S. Food and Drug
Administration ("FDA") announced that it would not approve certain synthetic
estrogen products as generic equivalents of PREMARIN given known compositional
differences between the active ingredient of these products and PREMARIN.
Although the FDA has not approved any generic equivalent to PREMARIN to date,
PREMARIN will continue to be subject to competition from existing and new
competing estrogen and other products for its approved indications and may be
subject to generic competition from either synthetic or natural conjugated
estrogens products in the future. One company has announced it is in the process
of developing a generic version of PREMARIN from the same natural source and
the Company cannot currently predict the timing or outcome of these or any other
efforts.

As described in the Company's Annual Report on Form 10-K for the year ended
December 31, 1998, the rapid acceptance of genetically modified seed has
generated competition from agricultural products not traditionally used on crops
grown from conventional seed, which has had an adverse effect on the results of


                                       21
<PAGE>

          Management's Discussion and Analysis of Financial Condition

                            and Results of Operations

              Three Months and Nine Months Ended September 30, 1999


operations of the agricultural products business in the 1999 first nine months
and is expected to continue to have an adverse effect in subsequent periods. In
addition, depressed agricultural commodity prices are expected to continue to
have an adverse effect on farmer demand for premium crop protection products.
The Company continues to review strategic alternatives with respect to the
agricultural products business.

Liquidity, Financial Condition and Capital Resources

Cash and cash equivalents increased $964.0 million in the 1999 first nine months
to $2,146.3 million. Cash flows from operating activities of $1,790.6 million,
net proceeds from debt issuances of $1,633.7 million, proceeds from sales and
maturities of marketable securities of $299.2 million, proceeds from sales of
other assets of $225.7 million and proceeds from the exercise of stock options
of $206.2 million were used principally for purchases of treasury stock of
$952.1 million, dividend payments of $883.2 million, capital expenditures of
$714.3 million and purchases of marketable securities of $618.5 million. Capital
expenditures included strategic investments in manufacturing and distribution
facilities worldwide and expansion of the Company's research and development
facilities.

As discussed in Note 2 to the Consolidated Condensed Financial Statements, on
October 7, 1999, the Company announced a comprehensive, national settlement to
resolve litigation brought against the Company by people who used REDUX or
PONDIMIN and recorded a charge of $4,750.0 million in the 1999 third quarter to
provide for expected payments to the settlement funds contemplated by the
nationwide, class action settlement, other judgements and settlements (including
claims for PPH and any opt outs), and future legal costs, net of available
insurance. Initial payments by the Company into the settlement funds are
anticipated to begin later this year, with approximately $1.85 billion expected
to be paid over the next 2.5 years, most of which is subject to final judicial
approval. Payments to provide settlement benefits, if needed, may continue for
approximately 16 years after final judicial approval. Payments related to the
litigation settlement are anticipated to be financed through additional
commercial paper borrowings, existing cash resources and cash flows from
operating activities.

The Company's $1.0 billion 7.7% notes, due February 15, 2000, have been
classified as current at September 30, 1999. In addition, $855.0 million of
outstanding commercial paper at September 30, 1999 was classified as
current since this amount exceeded the Company's $2.0 billion credit facility
that supports the commercial paper program. The Company intends to refinance
these current liabilities before the end of the 2000 first quarter. The
significant increase in commercial paper is due primarily to financing treasury
stock acquisitions as part of the Company's stock repurchase program and funding
the purchase of a $450.0 million convertible subordinated note issued by Immunex
Corporation, a majority-owned subsidiary of the Company. The increase in
marketable securities represents the investment by Immunex Corporation of the
proceeds from this note.


                                       22

<PAGE>
          Management's Discussion and Analysis of Financial Condition

                            and Results of Operations

              Three Months and Nine Months Ended September 30, 1999


In December 1998, the Company recorded a charge for restructuring and related
asset impairments to recognize the reorganization of its worldwide supply chains
and distribution systems and the globalization of certain business units. The
restructuring included the reduction of 4,100 positions offset, in part, by
1,000 newly created positions. Since the end of 1998, the Company has begun its
personnel reductions and initiated/completed the closure/sale of certain
manufacturing facilities/distribution centers. As of September 30, 1999,
approximately 1,800 positions have been eliminated. Cash expenditures
aggregating $57.9 million for severance and exit costs in the 1999 first nine
months were applied against the restructuring accruals. At September 30, 1999,
$169.0 million of these restructuring accruals were outstanding.

At September 30, 1999, the fair value of the Company's long-term debt, including
loans payable, was $5,621.5 million. If interest rates were to increase or
decrease by one percentage point, the fair value of the long-term debt,
including loans payable, would decrease or increase by approximately $87.2
million.

At September 30, 1999, the fair value of the $783.0 million notional amount of
foreign exchange forward contracts was a net payable of $18.8 million. As
foreign exchange rates change from period to period, the fluctuations in the
fair value of the foreign exchange forward contracts are offset by fluctuations
in the fair value of the underlying hedged transactions. If the value of the
U.S. dollar were to increase or decrease by 10% in relation to all foreign
currencies, the net payable would increase or decrease by approximately $66.4
million.

Year 2000

As previously described in the Company's 1998 Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999 and
June 30, 1999, the Company has recognized the importance of addressing Year 2000
problems and has committed certain resources to identify and correct potential
problems in order to minimize the impact on its business.

The Company's Year 2000 program is organized into three functional areas:
Information Technology (IT), which includes computer systems and related
application software; Embedded Chips (EC), which are hidden internal components
of many non-computer devices and machinery; and Business Partners (BP), which
include suppliers of materials, utilities and other services, customers and
governmental agencies. The program methodology is organized into three phases:
Phase I: Inventory, Assessment and Project Planning; Phase II: Remediation and
Testing; and Phase III: Certification, Implementation and Contingency Planning.
All Phase I activities have been completed and all Phase II activities have been
substantially completed for all three functional areas. Significant progress has
been made since the 1999 second quarter for all Phase III activities for all
three functional areas. Phase III certification and implementation activities
for EC and BP have been substantially completed and certification and
implementation for IT is over 90% complete. Overall, contingency planning is

                                       23

<PAGE>
          Management's Discussion and Analysis of Financial Condition

                            and Results of Operations

              Three Months and Nine Months Ended September 30, 1999


more than 75% complete. All remaining Phase II and III activities are expected
to be completed by the end of 1999.

The estimated costs of remediation, appropriate replacement projects and the
development of contingency plans for Year 2000 activities have decreased since
the 1999 second quarter to approximately $140 million from $155 million. The
costs include operating and capital costs of approximately $95 million and $45
million, respectively, for all phases within each functional area. Through
September 30, 1999, $73 million and $37 million have been incurred for operating
and capital costs, respectively, related to the Year 2000 program. The Company
expects to incur approximately $9 million in the 1999 fourth quarter to complete
its Phase II and III activities. Approximately $21 million of estimated costs
are planned for program support and wrap-up activities in the 1999 fourth
quarter and into the Year 2000. These costs do not include any internal costs.
The decrease in estimated costs since the 1999 second quarter was primarily a
result of completing required projects in less workdays than estimated and
utilizing fewer external resources than planned due to greater availability of
internal resources. The Company currently believes that the most reasonably
likely worst case scenario concerning the Year 2000 issue involves potential BP
business disruption among the Company's key suppliers who may not be fully Year
2000 compliant. In order to address this possibility, the Company has formulated
and is finalizing contingency plans to mitigate the impact on the Company and
sustain critical business processes for a minimum of ten business days. Such
plans involve, but are not limited to, increasing raw materials and packaging
inventory, and identifying and securing, where appropriate, alternate sources of
raw materials, packaging inventory, utilities, transportation, financial and
other services.

Contingency plans are also being finalized to address key business processes,
including research and development, and the supply of products to customers.
These plans include increasing finished goods inventory levels and alternate
manual and offsite order processing, in addition to identifying and securing
alternate sources of supply, where appropriate.

Management's assessment of risks and uncertainties associated with the Year 2000
project remain unchanged from that described in the 1998 Annual Report on Form
10-K and Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999
and June 30, 1999. Substantially all of the Company's required modifications and
replacements of its critical systems and applications have been completed; any
remaining projects are expected to be completed prior to January 1, 2000.
However, some of these modifications and replacements may not be effective in
addressing the problems identified. If the required modifications and
replacements are not effective, there could be a material adverse effect on the
Company's results of operations.

Based on information collected from its key business partners, the Company
cannot be certain of their Year 2000 compliance. Consequently, there could be
interruptions of the Company's business partners' operations if they do not
successfully and timely achieve Year 2000 compliance. If the Company's
contingency planning is inadequate to mitigate such interruptions, or if key

                                       24
<PAGE>

          Management's Discussion and Analysis of Financial Condition

                            and Results of Operations

              Three Months and Nine Months Ended September 30, 1999


business partners experience prolonged disruption, there could be a material
adverse effect on the Company's results of operations.

The Company cannot guarantee that its remediation efforts and contingency
planning will adequately address Year 2000 problems. If the Company's
modifications and replacements are not effective, or if the Company is not
successful in the implementation of its contingency plans, there could be a
material adverse effect on the Company's results of operations. Furthermore, the
Company cannot guarantee that other companies will make necessary, timely and
successful conversions to their systems on which the Company's systems and
business flows depend. Additional risk factors related to Year 2000 problems are
identified in the Company's 1998 Annual Report on Form 10-K and Exhibit 99 to
such report.

Cautionary Statements for Forward Looking Information

Management's discussion and analysis set forth above contains certain forward
looking statements, including, among other things, statements regarding the
Company's proposed merger of equals transaction with Warner-Lambert, results of
operations, Euro currency, competition, liquidity, financial condition and
capital resources, and Year 2000. 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 its other periodic reports filed with the
Securities and Exchange Commission including the Company's 1998 Annual Report on
Form 10-K and Exhibit 99 to such report, which exhibit is incorporated herein by
reference.


                                       25
<PAGE>


                          Part II - Other Information

Item 1.   Legal Proceedings

          The Company and its subsidiaries are parties to numerous lawsuits
          and claims arising out of the conduct of its business, including
          product liability and other tort claims, the most significant of
          which are described in the Company's 1998 Annual Report on Form 10-K
          and Quarterly Reports on Form 10-Q for the periods ended
          March 31, 1999 and June 30, 1999.

          On October 7, 1999, the Company announced that it had reached a
          comprehensive, national settlement to resolve litigation against the
          Company brought by people who used REDUX or PONDIMIN. Information
          regarding the litigation settlement is incorporated herein by
          reference from Part I - Financial Information in Note 2,
          Contingencies and Litigation Settlement, to the Consolidated Condensed
          Financial Statements included in this Quarterly Report on Form 10-Q
          for the period ended September 30, 1999. Additional settlement terms
          are set forth in a Memorandum of Understanding executed on
          October 7, 1999 which was filed with the Company's Report on Form 8-K
          on October 8, 1999.

          As of November 15, 1999, the Company has been served or is aware that
          it has been named as a defendant in 7,754 suits as the manufacturer
          of PONDIMIN and/or the distributor of REDUX. Of the 7,754 lawsuits
          naming the Company as a defendant, 107 are actions that seek
          certification of a class, some on a national and others on a
          statewide basis. Of these 107 lawsuits, 43 are pending in various
          federal district courts and 64 are pending in various state courts.
          A number of the actions brought in state courts have been removed to
          federal courts. Individual plaintiffs have filed the remaining
          lawsuits: 1,439 individual lawsuits are pending in various federal
          district courts and 6,208 individual lawsuits are pending in various
          state courts.

          As described in the Company's 1998 Annual Report on Form 10-K and
          Quarterly Reports on Form 10-Q for the periods ended March 31, 1999
          and June 30, 1999, statewide medical monitoring classes had been
          certified in the diet drug litigation in seven states. On
          August 17, 1999, the New Mexico District Court dismissed a proposed
          statewide medical monitoring class action lawsuit in that state on the
          grounds that there is no cause of action for medical monitoring under
          New Mexico law without physical injury. (Sandoval, et al. v. Wyeth-
          Ayerst Laboratories Division of American Home Products Corporation,
          No. D0101-CV-9802295, First Jud. Dist., Santa Fe Cty., NM). On
          August 19, 1999, the court overseeing the California diet drug
          litigation issued an order denying class certification in the
          proposed California medical monitoring action on the grounds that
          common issues did not predominate over the many individual issues.
          (In re: Diet Drug Cases, No. JCCP 004032, Dep't SE D, Super. Ct., CA).
          On August 26, 1999, the  court overseeing the federal MDL diet drug


                                       26
<PAGE>

          litigation granted conditional class certification of an MDL medical
          monitoring class comprising individuals who used either of the diet
          drugs for 30 days or more and who (a) do not have a present lawsuit
          alleging personal injury, (b) do not live in one of the states where
          a statewide medical monitoring class has already been certified, and
          (c) are not asymptomatic residents of states which require actual
          injury to pursue a medical monitoring claim. (Jeffers, et al. v.
          American Home Products Corporation, No. 98-20626, U.S.D.C., E.D. Pa.).
          On September 14, 1999, the court overseeing the New York diet drug
          litigation granted plaintiffs' motion for certification of a statewide
          New York medical monitoring class action and immediately stayed all
          further proceedings pending further developments in the federal MDL
          proceedings. (In re: New York Diet Drug Litigation; Cunningham,
          et al. v. American Home Products Corporation, et al., Nos. 70000/98,
          401962/98, Sup. Ct., NY).

          On August 6, 1999, the jury hearing the case of Lovett v.
          Wyeth-Ayerst Laboratories Division of American Home Products Corp.,
          et al. (294th Jud. Dist. Ct., Van Zandt Cty., TX) returned a verdict
          in favor of the plaintiff and against the Company for $3.3 million
          in compensatory damages and $20 million in punitive damages. In
          September 1999, prior to consideration of the Company's post-trial
          motions to reduce the award or overturn the verdict, the Lovett case
          was settled for less than 10% of the amounts awarded in the verdict.

          In New Jersey, trial of the statewide medical monitoring class
          action which had begun on August 11, 1999, (Vadino, et al. v. AHPC,
          et al., Superior Court, Middlesex Cty., No. MID-L-425-98) has been
          stayed pending the finalization of the national settlement.

          On November 4, 1999, Pfizer Inc commenced suit against
          Warner-Lambert Company, directors of Warner-Lambert and the Company
          in the Chancery Court of the State of Delaware, New Castle County
          (Pfizer Inc. v. Warner-Lambert Company, et al., No. 17524NC)
          alleging that the Warner-Lambert board of directors failed to
          adequately consider inquiries from Pfizer Inc regarding a possible
          business combination and as such breached their fiduciary duties.
          This suit also alleges that the Company aided and abetted these
          breaches. Pfizer Inc seeks preliminary and permanent injunctive
          relief enjoining consummation of the merger or rescinding the merger
          in the event that it is consummated and declaratory relief that the
          termination fee and stock option provision are invalid.

          Following the announcement of the merger agreement between Warner-
          Lambert and the Company, 32 alleged holders of Warner-Lambert common
          stock filed suits in the Chancery Court of Delaware, New Castle County
          against Warner-Lambert and directors of Warner-Lambert. In at least
          nine of these suits the Company is named as an additional defendant
          (Rosman v. De Vink, et al., No. 17519NC; Shingala v. De Vink, et al.,
          No. 17520NC; Henry v. De Vink, et al., No. 17521NC; Grill v. De Vink,
          et al., No. 17522NC; Rice v. De Vink, et al., No. 17531NC; Pelton v.
          De Vink, et al., No. 17533NC; Schiry v. De Vink, et al., No. 17534NC;


                                       27

<PAGE>

          Green v. De Vink, et al., No. 17535NC; and Paradis v. De Vink, et al.,
          No. 17544NC). The plaintiffs purport to represent a class of all
          Warner-Lambert stockholders and allege that (i) the consideration they
          are to be paid is unfair and inadequate because Warner-Lambert's
          common stock has an intrinsic value higher than the shares of the
          Company's common stock they would receive in the merger and that the
          Warner-Lambert directors failed to maximize shareholder value by not
          conducting an auction for Warner-Lambert or seeking other
          alternatives; (ii) the termination fee and stock option provisions of
          the merger agreement inhibit Warner-Lambert's ability to seek such
          other alternatives; and (iii) Warner-Lambert's directors breached
          their fiduciary duties owed to the plaintiffs as a result. The suits
          that name the Company allege that the Company aided and abetted these
          breaches. The plaintiffs in the Delaware actions seek judgment
          declaring that each Delaware action is maintainable as a class action,
          preliminary and permanent injunctive relief enjoining consummation of
          the merger or rescinding the merger in the event that it is
          consummated, declaratory relief that the termination fee and stock
          option provisions are invalid, an award of unspecified compensatory
          damages against defendants, and an award of the plaintiffs' fees and
          expenses.

          Another alleged holder of Warner-Lambert common stock has filed a
          purported class action against Warner-Lambert, directors of
          Warner-Lambert, and the Company in the Superior Court of New Jersey,
          Chancery Division, Morris County (Bass v. De Vink, et al., No.
          20699). Both the claims pleaded and the relief sought in the New
          Jersey action are substantially similar to the claims pleaded and
          the relief sought in the Delaware actions.

          The Company believes that the Pfizer Inc action, the Delaware actions
          and the New Jersey action which the Company is a party are without
          merit and intends to defend these actions vigorously.

          As of October 25, 1999, there were pending against the Company
          approximately 3,686 lawsuits in federal or state courts on behalf of
          approximately 37,335 plaintiffs alleging injuries as a result of use
          of the NORPLANT SYSTEM, the Company's implantable contraceptive
          containing levonorgestrel. In September 1999, the Company announced
          that it had reached an agreement with plaintiffs' counsel
          representing virtually all of the NORPLANT plaintiffs to settle the
          currently pending NORPLANT lawsuits for $1,500 per claimant. That
          settlement proposal has been communicated by plaintiffs' attorneys
          to their clients with a recommendation that they accept the offer.
          The agreement to recommend settlement will not cover plaintiffs who
          allege that they experienced either idiopathic intracranial
          hypertension or stroke. The cost of settlement is anticipated to be
          approximately $50 million and is covered by insurance.

          A statewide class action has been filed in the Pennsylvania Court of
          Common Pleas, Delaware County, on behalf of a proposed class
          consisting of all persons who have been administered and paid for,
          in whole or in part, the Company's ROTASHIELD vaccine. (Lennon, et

                                       28
<PAGE>

          al. v. Wyeth-Ayerst Laboratories, et al., No. 99-13101). The
          complaint alleges breach of contract, breach of warranty, unjust
          enrichment and violation of the Pennsylvania Unfair Trade Practices
          Act and seeks minimum damages of $100 per class member plus treble
          damages and attorneys' fees. The Company intends to defend the case
          vigorously.

          The plaintiffs in Lowell v. American Cyanamid Company, No.
          97-581-BH-M, U.S.D.C., S.D. Ala. (a class action involving pricing
          practices relating to marketing programs for crop protection
          products), have intervened in a purported class action in Tennessee
          (Fox v. American Cyanamid Company, No. 19,996, Ch. Ct. Tenn.) that
          alleged violations of state antitrust and consumer protection laws by
          Cyanamid concerning pricing practices relating to marketing programs
          for crop protection products. The Lowell plaintiffs have asked the
          Court to set aside the settlement agreement in the amount of $5.2
          million that was previously approved by the Court. No decision has yet
          been issued on this request.

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

Item 6.   Exhibits and Reports on Form 8-K

          (a) Exhibits

              Exhibit No.    Description

               (4.1)         Rights Agreement dated as of October 13, 1999
                             between American Home Products Corporation and
                             ChaseMellon Shareholder Services, L.L.C., as
                             Rights Agent (incorporated by reference to Exhibit
                             4.1 of the American Home Products Corporation Form
                             8-A filed with the Securities and Exchange
                             Commission on October 14, 1999).

               (4.2)         Certification of Designation of American Home
                             Products Corporation, dated as of October 13, 1999
                             (incorporated by reference to Exhibit 4.2 of the
                             American Home Products Corporation Form 8-A filed
                             with the Securities and Exchange Commission on
                             October 14, 1999).

               (12)          Computation of Ratio of Earnings to Fixed Charges

               (27)          Financial Data Schedule - Period Ended
                             September 30, 1999

                                       29

<PAGE>

          (b)  Reports on Form 8-K

               On October 8, 1999, the Company filed a Current Report on Form
               8-K regarding the Company's announcement of a comprehensive,
               national settlement to resolve litigation brought against the
               Company by people who used the antiobesity products REDUX
               (dexfenfluramine) or PONDIMIN (fenfluramine).

               On October 14, 1999, the Company filed a Current Report on Form
               8-K regarding the adoption of a shareholder's rights plan and,
               in connection therewith, the declaration of a dividend of one
               preferred share purchase right for each outstanding share of
               common stock, par value $0.33-1/3 per share outstanding on
               October 18, 1999 to stockholders of record on that date.

               On November 8, 1999, the Company filed a Current Report on Form
               8-K regarding the Company's announcement that it and
               Warner-Lambert had entered into a definitive agreement to
               combine the two companies in a merger of equals transaction.

               On November 9, 1999, the Company filed a Current Report on Form
               8-K regarding the joint press release issued by the Company and
               Warner-Lambert with respect to meeting with analysts and
               reaffirming their commitment to their announced strategic
               business combination.

                                       30


<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: November 15, 1999


                                       31
<PAGE>


                                 Exhibit Index


Exhibit No.       Description

(12)        Computation of Ratio of Earnings to Fixed Charges

(27)        Financial Data Schedule - Period Ended September 30, 1999





                                      EX-1