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

                                    FORM 10-Q

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

For the quarterly period ended                     Commission file number 1-1225
March 31, 2003

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

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

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


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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.                     Yes X       No
                                                       -----       --

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).            Yes X       No
                                                       -----       --



The number of shares of Common Stock outstanding as of the close of business on
April 30, 2003:

                                                          Number of
                     Class                            Shares Outstanding
       ---------------------------------              ------------------
       Common Stock, $0.33-1/3 par value                1,327,966,729

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

                                      WYETH

                                      INDEX

                                                                        Page No.

Part I  -  Financial Information                                             2

           Item 1. Consolidated Condensed Financial Statements:

                   Consolidated Condensed Balance Sheets -
                      March 31, 2003 and December 31, 2002                   3

                   Consolidated Condensed Statements of Operations -
                      Three Months Ended March 31, 2003 and 2002             4

                   Consolidated Condensed Statements of Changes in
                      Stockholders' Equity - Three Months Ended
                      March 31, 2003 and 2002                                5

                   Consolidated Condensed Statements of Cash Flows -
                      Three Months Ended March 31, 2003 and 2002             6

                   Notes to Consolidated Condensed Financial Statements    7-14

           Item 2. Management's Discussion and Analysis of
                      Financial Condition and Results of Operations       15-25

           Item 3. Quantitative and Qualitative Disclosures About Market
                      Risk                                                  26

           Item 4. Controls and Procedures                                26-27

Part II -  Other Information                                                28

           Item 1. Legal Proceedings                                      28-29

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

Signature                                                                   31

Certifications                                                            32-35

Exhibit Index                                                             EX-1


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


                                        1
<PAGE>

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

WYETH

The consolidated condensed financial statements included herein have been
prepared by Wyeth (the Company), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States
have been condensed or omitted pursuant to such rules and regulations; however,
the Company believes that the disclosures are adequate to make the information
presented not misleading. In the opinion of management, the consolidated
condensed financial statements include all adjustments, all of which are of a
normal recurring nature, necessary to present fairly the financial position of
the Company as of March 31, 2003 and December 31, 2002, and the results of its
operations, cash flows and changes in stockholders' equity for the three months
ended March 31, 2003 and 2002. It is suggested that these consolidated condensed
financial statements and management's discussion and analysis of financial
condition and results of operations be read in conjunction with the financial
statements and the notes thereto included in the Company's 2002 Annual Report on
Form 10-K.


                                       2
<PAGE>

<TABLE>
                                                WYETH
                                CONSOLIDATED CONDENSED BALANCE SHEETS
                               (In Thousands Except Per Share Amounts)
                                             (Unaudited)
<CAPTION>
                                                                       March 31,       December 31,
                                                                         2003              2002
                                                                      -----------      ------------
ASSETS
<S>                                                                   <C>              <C>
Cash and cash equivalents                                              $2,748,939        $2,943,604
Marketable securities                                                   1,034,911         1,003,275
Amgen investment                                                              -           1,509,947
Accounts receivable less allowances                                     2,104,355         2,379,819
Inventories:
     Finished goods                                                       827,727           736,360
     Work in progress                                                     923,509           808,711
     Materials and supplies                                               431,634           447,653
                                                                      -----------      ------------
                                                                        2,182,870         1,992,724
Other current assets including deferred taxes                           2,261,313         1,766,483
                                                                      -----------      ------------
     Total Current Assets                                              10,332,388        11,595,852

Property, plant and equipment                                          10,229,820         9,834,985
     Less accumulated depreciation                                      2,706,895         2,599,293
                                                                      -----------      ------------
                                                                        7,522,925         7,235,692
Goodwill                                                                3,764,648         3,745,749
Other intangibles, net of accumulated amortization
  (March 31, 2003-$102,892 and December 31, 2002-$95,223)                 141,953           145,915
Other assets including deferred taxes                                   3,802,643         3,271,741
                                                                      -----------      ------------
     Total Assets                                                     $25,564,557       $25,994,949
                                                                      ===========      ============

LIABILITIES
Loans payable                                                            $513,993          $804,894
Trade accounts payable                                                    600,146           672,633
Accrued expenses                                                        3,762,811         3,788,653
Accrued federal and foreign taxes                                         815,072           209,479
                                                                      -----------      ------------
     Total Current Liabilities                                          5,692,022         5,475,659

Long-term debt                                                          6,409,250         7,546,041
Accrued postretirement benefit obligations other than pensions            983,205           965,081
Other noncurrent liabilities                                            3,734,351         3,852,256

Contingencies and commitments (Note 3)

STOCKHOLDERS' EQUITY
$2.00 convertible preferred stock, par value $2.50 per share                   45                46
Common stock, par value $0.33-1/3 per share                               442,345           442,019
Additional paid-in capital                                              4,604,372         4,582,773
Retained earnings                                                       4,259,120         3,286,645
Accumulated other comprehensive loss                                     (560,153)         (155,571)
                                                                      -----------      ------------
     Total Stockholders' Equity                                         8,745,729         8,155,912
                                                                      -----------      ------------
     Total Liabilities and Stockholders' Equity                       $25,564,557       $25,994,949
                                                                      ===========      ============

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


                                       3
<PAGE>

                                      WYETH
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                     (In Thousands Except Per Share Amounts)
                                   (Unaudited)

                                                          Three Months
                                                         Ended March 31,
                                                   ---------------------------
                                                      2003             2002
                                                   ----------       ----------
Net revenue                                        $3,689,057       $3,643,521
                                                   ----------       ----------
Cost of goods sold                                    928,304          802,179
Selling, general and administrative expenses        1,291,470        1,270,284
Research and development expenses                     513,514          480,206
Interest expense, net                                  27,000           53,338
Other expense (income), net                             6,735          (84,648)
Gain on sale of Amgen shares                         (860,554)             -
                                                   ----------       ----------

Income before federal and foreign taxes             1,782,588        1,122,162
Provision for federal and foreign taxes               504,706          250,242
                                                   ----------       ----------


Net income                                         $1,277,882         $871,920
                                                   ==========       ==========


Basic earnings per share                                $0.96            $0.66
                                                   ==========       ==========


Diluted earnings per share                              $0.96            $0.65
                                                   ==========       ==========


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

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


                                       4
<PAGE>

<TABLE>
                                                               WYETH
                                CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                              (In Thousands Except Per Share Amounts)
                                                            (Unaudited)
<CAPTION>
Three Months Ended March 31, 2003:
                                                $2.00                                                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, 2003                           $46    $442,019    $4,582,773    $3,286,645        $(155,571)      $8,155,912

Net income                                                                             1,277,882                         1,277,882
Currency translation adjustments                                                                          115,342          115,342
Unrealized losses on derivative contracts                                                                  (7,210)          (7,210)
Unrealized gains on marketable securities                                                                   2,400            2,400
Realized gain reclassified to net income                                                                 (515,114)        (515,114)
                                                                                                                     -------------
     Comprehensive income, net of tax                                                                                      873,300
                                                                                                                     =============

Cash dividends declared (1)                                                             (305,101)                         (305,101)
Common stock issued for stock options                            294        19,016                                          19,310
Other exchanges                                       (1)         32         2,583          (306)                            2,308
                                             -----------    --------    ----------    ----------    -------------    -------------
Balance at March 31, 2003                            $45    $442,345    $4,604,372    $4,259,120        $(560,153)      $8,745,729
                                             ===========    ========    ==========    ==========    =============    =============


Three Months Ended March 31, 2002:
                                                $2.00                                                Accumulated
                                             Convertible                Additional                      Other            Total
                                              Preferred      Common      Paid-in       Retained     Comprehensive    Stockholders'
                                                Stock        Stock       Capital       Earnings         Loss             Equity
                                             -----------    --------    ----------    ----------    -------------    -------------
Balance at January 1, 2002                           $51    $440,190    $4,295,051      $170,309        $(833,028)      $4,072,573

Net income                                                                               871,920                           871,920
Currency translation adjustments                                                                          (33,711)         (33,711)
Unrealized gains on derivative contracts                                                                      274              274
Unrealized losses on marketable securities                                                                 (8,679)          (8,679)
                                                                                                                     -------------
     Comprehensive income, net of tax                                                                                      829,804
                                                                                                                     -------------

Cash dividends declared                                                                 (304,377)                         (304,377)
Common stock issued for stock options                          1,541       136,739                                         138,280
Other exchanges                                       (1)        109        26,950        (1,960)                           25,098
                                             -----------    --------    ----------    ----------    -------------    -------------
Balance at March 31, 2002                            $50    $441,840    $4,458,740      $735,892        $(875,144)      $4,761,378
                                             ===========    ========    ==========    ==========    =============    =============

(1)  Includes the preferred stock cash dividend of $0.50 per share ($9 in the aggregate) declared March 5, 2003 and
     payable on April 1, 2003.

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


                                       5
<PAGE>

<TABLE>
                                              WYETH
                         CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                         (In Thousands)
                                           (Unaudited)
<CAPTION>
                                                                           Three Months
                                                                          Ended March 31,
                                                                    ---------------------------
                                                                       2003             2002
                                                                    ----------       ----------
Operating Activities
--------------------
<S>                                                                 <C>              <C>
Net income                                                          $1,277,882         $871,920
Adjustments to reconcile net income to net cash
  provided by (used for) operating activities:
   Gain on sale of Amgen shares                                       (860,554)             -
   Gains on sales of assets                                             (2,697)         (47,191)
   Depreciation and amortization                                       131,100          120,602
   Deferred income taxes                                                (1,871)         221,787
   Diet drug litigation payments                                      (134,627)        (712,176)
   Security fund deposit                                              (535,200)        (370,000)
   Changes in working capital, net                                     445,184         (522,248)
   Other items, net                                                      9,216          (24,235)
                                                                    ----------       ----------
Net cash provided by (used for) operating activities                   328,433         (461,541)
                                                                    ----------       ----------

Investing Activities
--------------------
Purchases of property, plant and equipment                            (344,614)        (341,689)
Proceeds from sales of Amgen common stock                            1,579,917              -
Proceeds from sales of assets                                            7,860          348,315
Proceeds from sales and maturities of marketable securities            176,242        1,287,860
Purchases of marketable securities                                    (203,333)        (701,086)
                                                                    ----------       ----------
Net cash provided by investing activities                            1,216,072          593,400
                                                                    ----------       ----------

Financing Activities
--------------------
Net proceeds from (repayments of) debt                              (1,456,650)         632,309
Dividends paid                                                        (305,092)        (304,377)
Exercises of stock options                                              19,310          138,280
                                                                    ----------       ----------
Net cash provided by (used for) financing activities                (1,742,432)         466,212
                                                                    ----------       ----------
Effects of exchange rate changes on cash balances                        3,262           (1,881)
                                                                    ----------       ----------
Increase (decrease) in cash and cash equivalents                      (194,665)         596,190
Cash and cash equivalents, beginning of period                       2,943,604        1,744,734
                                                                    ----------       ----------
Cash and cash equivalents, end of period                            $2,748,939       $2,340,924
                                                                    ==========       ==========


Supplemental Information
------------------------
Interest payments                                                     $155,240         $162,362
Income tax payments, net of refunds                                    112,800          126,053

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


                                       6
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

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

          The following policies are required interim updates to those disclosed
          in Footnote 1 of the 2002 Annual Report on Form 10-K:

          Stock-Based Compensation: The Company has five Stock Incentive Plans
          which it accounts for using the intrinsic value method in accordance
          with APB Opinion No. 25, Accounting for Stock Issued to Employees. No
          stock-based employee compensation cost is reflected in net income, as
          all options granted under those plans had an exercise price equal to
          the market value of the underlying common stock on the date of grant.
          The following table illustrates the effect on net income and earnings
          per share if the Company had applied the fair value recognition
          provisions of SFAS No. 123, Accounting for Stock-Based Compensation,
          to stock-based employee compensation:

<TABLE>
<CAPTION>
                                                                      Three Months
                                                                     Ended March 31,
                                                                -------------------------
          (In thousands except per share amounts)                  2003            2002
          -----------------------------------------------       ----------       --------
          <S>                                                   <C>              <C>
          Net income, as reported                               $1,277,882       $871,920
          Deduct: total stock-based employee compensation
            expense determined under fair value-based
            method for all awards, net of tax                       82,375         61,965
                                                                ----------       --------

          Pro forma net income                                  $1,195,507       $809,955
                                                                ==========       ========

          Earnings per share:
            Basic - as reported                                      $0.96          $0.66
                                                                ==========       ========
            Basic - pro forma                                        $0.90          $0.61
                                                                ==========       ========

            Diluted - as reported                                    $0.96          $0.65
                                                                ==========       ========
            Diluted - pro forma                                      $0.90          $0.61
                                                                ==========       ========
</TABLE>


          Goodwill and Other Intangibles: On January 1, 2002, the Company
          adopted SFAS No. 142, Goodwill and Other Intangible Assets. With the
          adoption of SFAS No. 142, goodwill is no longer being amortized but is
          subject to at least an annual assessment for impairment by applying a
          fair value-based test. The same applies to other intangibles that have
          been determined to have indefinite useful lives. However, other
          intangibles with finite lives will continue to be amortized. The
          Company's other intangibles, which all have finite lives, are being
          amortized over their estimated useful lives ranging from three to 10
          years.


                                       7
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          The changes in the carrying amount of goodwill by segment for the
          three months ended March 31, 2003, are as follows:

<TABLE>
<CAPTION>
                                                                  Consumer
          (In thousands)                     Pharmaceuticals     Healthcare       Total
          --------------------------------   ---------------     ----------     ----------
          <S>                                <C>                 <C>            <C>
          Balance at January 1, 2003           $3,155,403         $590,346      $3,745,749
          Currency translation adjustments         18,426              473          18,899
                                               ----------         --------      ----------
          Balance at March 31, 2003            $3,173,829         $590,819      $3,764,648
                                               ==========         ========      ==========
</TABLE>


Note 2.   Issuance of Notes and Credit Facilities
          ---------------------------------------

          Issuance of $1,800.0 Million of Notes:

          On February 11, 2003, the Company issued $1,800.0 million of Notes.
          The issuance consisted of two tranches of Notes, each of which pays
          interest semiannually, as follows:

              o   $300.0 million 4.125% Notes due March 1, 2008 with interest
                  payments due on March 1 and September 1

              o   $1,500.0 million 5.25% Notes due March 15, 2013 with
                  interest payments due on March 15 and September 15

          The interest rate payable on each of these tranches of Notes is
          subject to an increase of 0.25 percentage points per level of
          downgrade in the Company's credit rating by Moody's or S&P. There is
          no adjustment to the interest rate payable on either series of Notes
          for the first single-level downgrade in the Company's credit rating by
          S&P. If Moody's or S&P subsequently were to increase the Company's
          credit rating, the interest rate payable on each series of Notes is
          subject to a decrease of 0.25 percentage points for each level of
          credit rating increase. The interest rate payable for both series of
          Notes cannot be reduced below the original coupon rate of either
          series of Notes. However, the total adjustment to the interest rate
          for either series of Notes cannot exceed two percentage points and the
          interest rate in effect on March 15, 2006, for both series of Notes,
          will become the effective interest rate until maturity. The Company
          would incur a total of approximately $4.5 million of additional annual
          interest expense for every 0.25 percentage point increase in the
          interest rate.

          The Company entered into two interest rate swaps with an aggregate
          notional amount of $300.0 million relating to the $300.0 million
          4.125% Notes and two interest rate swaps with an aggregate notional
          amount of $1,500.0 million relating to the $1,500.0 million 5.25%
          Notes whereby the Company effectively converted the fixed rate of
          interest on these Notes to a floating rate, which is based on LIBOR.


                                       8
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          New Credit Facility:

          In March 2003, the Company's $3,000.0 million credit facility matured.
          Concurrent with this maturity, the Company entered into new credit
          facilities totaling $2,700.0 million. These credit facilities are
          composed of a $1,350.0 million, 364-day facility and a $1,350.0
          million three-year facility. The maturity date of any borrowings under
          the $1,350.0 million, 364-day credit facility that are outstanding
          upon its termination in February 2004 is extendible by the Company for
          an additional year. The credit facilities contain substantially
          identical financial and other covenants, representations, warranties,
          conditions and default provisions as the maturing facility.

          At March 31, 2003, the Company had commercial paper outstanding of
          $557.7 million which is supported by the credit facilities identified
          above and was classified as long-term debt.


Note 3.   Contingencies and Commitments
          -----------------------------

          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 nationwide class action settlement to resolve litigation brought
          against the Company regarding use of the diet drugs PONDIMIN (which in
          combination with phentermine, a product that was not manufactured,
          distributed or sold by the Company, was commonly referred to as
          "fen-phen") or REDUX received final judicial approval effective
          January 3, 2002. In connection with the REDUX and PONDIMIN diet drug
          matter, the Company has recorded litigation charges totaling $14,600.0
          million. These charges are intended to cover the total amount required
          to resolve all diet drug litigation, including anticipated funding
          requirements for the nationwide class action settlement, anticipated
          costs to resolve the claims of any members of the settlement class who
          in the future may exercise an intermediate or back-end opt out right,
          costs to resolve the claims of primary pulmonary hypertension (PPH)
          claimants and initial opt out claimants, and administrative and
          litigation expenses.

          During the 2003 first three months, individual settlement payments,
          legal fees and other costs totaling $134.6 million were paid and
          applied against the litigation accrual. At March 31, 2003, $1,816.1
          million of the litigation accrual remained.

          In December 2002, following a joint motion by the Company and
          plaintiffs' counsel, the Court approved an amendment to the settlement
          agreement which provided for the merger of Funds A and B into a
          combined fund which will now cover all expenses and injury claims in
          connection with the settlement. The effect of the merger is to
          accelerate the spillover of the expected remainder in Fund A, which
          will now be available to pay


                                       9
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          Fund B claims. The merger of the two funds took place in January 2003.
          In February 2003, as required by the amendment to the settlement
          agreement merging the two settlement funds, an additional $535.2
          million was added by the Company to the security fund. The Company
          established the security fund as collateral for the Company's
          financial obligations under the settlement. The amounts in the
          security fund are owned by the Company and will earn interest income
          for the Company while residing in the security fund.

          The Company continuously reviews its diet drug litigation reserve as
          additional information becomes available with respect to claims both
          inside and outside of the nationwide class action settlement. Within
          the settlement, the number of individuals who have filed claims that
          allege significant heart valve disease (known as matrix claims) has
          been higher than had been anticipated. While the Company does not have
          precise current information, the settlement trust has recorded in
          excess of 61,000 matrix-level claim forms to date and it is likely
          that a substantial number of forms have been received but not yet
          logged in. Only half of these forms have been processed to date, and
          only a very small percentage of that half have been found valid and
          been paid. In addition, in light of substantial questions that have
          been raised concerning the validity of many of these matrix claims,
          the federal court overseeing the nationwide settlement has ordered
          that 100% of the matrix claims be audited for eligibility for awards
          under the settlement. That 100% audit process is just now beginning
          and the Company expects that, as a result of the audit process, only a
          fraction of the actual claim forms submitted will result in a payment.

          With respect to claims outside of the settlement, the Company has
          resolved the claims of all but a small percentage of the "initial" opt
          outs (i.e., those individuals who exercised their right to opt out of
          the settlement class) and continues to work toward resolving the rest.
          In regard to those class members who seek to exercise a "downstream"
          opt out right provided by the settlement, based on preliminary
          estimates, approximately 70,000 intermediate opt out forms were
          submitted by May 3, 2003, the applicable deadline for most class
          members (other than qualified class members receiving echocardiograms
          through the settlement trust after January 3, 2003, who may exercise
          intermediate opt out rights within 120 days after the date of their
          echocardiogram). The number of class members who have purported to
          exercise a back-end opt out right is estimated to be 20,000 and
          certain additional class members will be entitled to exercise back-end
          opt out rights in the future. However, the Company expects that the
          number of valid opt outs will be substantially less than the number of
          forms submitted. First, there is no estimate at this time of the
          percentage of those purported exercise forms that are valid, i.e.,
          forms that are not duplicative of other filings, that are not filed on
          behalf of individuals who have already either received payments from
          the settlement trust or settlements from the Company, and are
          otherwise not invalid on their face. Second, there is no estimate at
          this time of the percentage of the purported opt outs that satisfy the
          settlement's medical eligibility requirements. The Company is
          vigorously challenging all intermediate and back-end opt out claims of
          disputed validity or questionable medical eligibility and the number
          of such claims that meet the settlement criteria will not be known for
          some time.


                                       10
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          Intermediate and back-end opt outs who meet the settlement's criteria
          may pursue lawsuits against the Company, but must prove their cases
          without relying on verdicts, judgments or factual findings made in
          other lawsuits. They also may not seek or recover punitive, exemplary
          or multiple damages and may sue only for the valvular condition giving
          rise to their opt out right. The Company plans to vigorously defend
          such lawsuits.

          Based upon the information currently available, the Company believes
          that there is no basis to change its reserves to cover the remaining
          obligations relating to the diet drug litigation. However, in light of
          the inherent uncertainty in estimating litigation exposure and the
          fact that substantial additional information will become available in
          the future, it is possible that additional reserves may be required.

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


Note 4.   Restructuring Program
          ---------------------

          In December 2002, the Company recorded a special charge for
          restructuring and related asset impairments of $340.8 million to
          recognize the costs of closing certain manufacturing facilities and
          two research facilities, as well as the elimination of certain
          positions at the Company's facilities. The Company recorded its asset
          impairments in accordance with SFAS No. 144, Accounting for the
          Impairment or Disposal of Long-Lived Assets and its restructuring
          charges, including personnel and other costs, in accordance with EITF
          No. 94-3, Liability Recognition for Certain Employee Termination
          Benefits and Other Costs to Exit an Activity (including Certain Costs
          Incurred in a Restructuring).

          The restructuring will ultimately result in the elimination of
          approximately 3,150 positions worldwide. The reductions in workforce
          are permanent and affected all of the Company's segments, including
          Corporate. As of March 31, 2003, the Company has initiated the process
          of closing certain manufacturing facilities and had eliminated
          approximately 2,565 positions.

          The activity in the restructuring accruals was as follows:

<TABLE>
<CAPTION>
                                                         Personnel    Other Closure/
          (In thousands)                                   Costs        Exit Costs        Total
          -------------------------------------------    ---------    --------------     --------
          <S>                                            <C>          <C>                <C>
          Restructuring accruals at December 31, 2002     $163,700           $73,000     $236,700
          Cash expenditures                                (55,900)           (5,400)     (61,300)
                                                         ---------    --------------     --------
          Restructuring accruals at March 31, 2003        $107,800           $67,600     $175,400
                                                         =========    ==============     ========
</TABLE>


                                       11
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 5.   Company Data by Segment
          -----------------------

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

<TABLE>
<CAPTION>
                                         Net Revenue                  Income before Taxes (*)
                                  ---------------------------       ---------------------------
                                         Three Months                      Three Months
                                        Ended March 31,                   Ended March 31,
          (In thousands)          ---------------------------       ---------------------------
          Segment                    2003             2002             2003             2002
          -------------------     ----------       ----------       ----------       ----------
          <S>                     <C>              <C>              <C>              <C>
          Pharmaceuticals         $3,157,053       $3,149,044         $943,882       $1,073,208
          Consumer Healthcare        532,004          494,477           80,204          159,479
                                  ----------       ----------       ----------       ----------
                                   3,689,057        3,643,521        1,024,086        1,232,687
          Corporate                      -                -            758,502         (110,525)
                                  ----------       ----------       ----------       ----------
          Total                   $3,689,057       $3,643,521       $1,782,588       $1,122,162
                                  ==========       ==========       ==========       ==========
</TABLE>

          (*) Corporate for the 2003 first quarter included a gain of $860,554
              relating to the sale of Amgen shares.


Note 6.   Earnings per Share
          ------------------

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

<TABLE>
<CAPTION>
                                                                                    Three Months
                                                                                   Ended March 31,
                                                                            -----------------------------
          (In thousands except per share amounts)                              2003               2002
          ------------------------------------------------------            ----------          ---------
          <S>                                                               <C>                 <C>
          Net income less preferred dividends                               $1,277,873           $871,910
          Denominator:
           Weighted average number of common shares outstanding              1,327,131          1,323,940
                                                                            ----------          ---------

          Basic earnings per share                                               $0.96              $0.66
                                                                            ==========          =========

          Net income                                                        $1,277,882           $871,920
          Denominator:
            Weighted average number of common shares outstanding             1,327,131          1,323,940
            Common stock equivalents of outstanding stock
              options and deferred common stock awards                           4,282             14,567
                                                                            ----------          ---------
          Total shares                                                       1,331,413          1,338,507
                                                                            ----------          ---------

          Diluted earnings per share                                             $0.96              $0.65
                                                                            ==========          =========
</TABLE>

          At March 31, 2003 and 2002, the equivalent of 88.9 million and 0.9
          million common shares, respectively, issuable under the Company's
          Stock Incentive Plans, were excluded from the computation of diluted
          earnings per share because the effect would have been antidilutive.


                                       12
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 7.   Marketable Securities
          ---------------------

          The cost, gross unrealized gains and (losses), and fair value of
          available-for-sale and held-to-maturity securities by major security
          type at March 31, 2003 and December 31, 2002, were as follows:

<TABLE>
<CAPTION>
                                                                       Gross           Gross
          (In thousands)                                             Unrealized      Unrealized        Fair
          At March 31, 2003                             Cost           Gains          (Losses)         Value
          ----------------------------------         ----------      ----------      ----------      ----------
          <S>                                        <C>             <C>             <C>             <C>
          Available-for-sale:
             U.S. Treasury securities                  $147,654            $642           $(132)       $148,164
             Commercial paper                            33,930             -               -            33,930
             Certificates of deposit                     30,544              18              (4)         30,558
             Corporate debt securities                  187,406             693            (114)        187,985
             Other debt securities                        9,625             209             -             9,834
             Institutional fixed income fund            513,277          19,116             -           532,393
                                                     ----------      ----------      ----------      ----------
          Total available-for-sale                      922,436          20,678            (250)        942,864
                                                     ----------      ----------      ----------      ----------
          Held-to-maturity:
             Time / term deposits                        25,000             -               -            25,000
             Commercial paper                            58,521             -               -            58,521
             Certificates of deposit                        250             -               -               250
             Other debt securities                        8,276             -               -             8,276
                                                     ----------      ----------      ----------      ----------
          Total held-to-maturity                         92,047             -               -            92,047
                                                     ----------      ----------      ----------      ----------
                                                     $1,014,483         $20,678           $(250)     $1,034,911
                                                     ==========      ==========      ==========      ==========


                                                                       Gross           Gross
          (In thousands)                                             Unrealized      Unrealized        Fair
          At December 31, 2002                          Cost           Gains          (Losses)         Value
          ----------------------------------         ----------      ----------      ----------      ----------
          Available-for-sale:
             U.S. Treasury securities                  $105,583            $615            $(15)       $106,183
             Commercial paper                            57,397             -               -            57,397
             Certificates of deposit                     29,218              77             -            29,295
             Corporate debt securities                  214,127           1,202            (388)        214,941
             Other debt securities                        9,702             150             -             9,852
             Institutional fixed income fund            510,574          16,312             -           526,886
                                                     ----------      ----------      ----------      ----------
          Total available-for-sale                      926,601          18,356            (403)        944,554
                                                     ----------      ----------      ----------      ----------
          Held-to-maturity:
             Time / term deposits                        30,002             -               -            30,002
             U.S. Treasury securities                     1,996             -               -             1,996
             Commercial paper                            10,473             -               -            10,473
             Certificates of deposit                     15,251             -               -            15,251
             Other debt securities                          999             -               -               999
                                                     ----------      ----------      ----------      ----------
          Total held-to-maturity                         58,721             -               -            58,721
                                                     ----------      ----------      ----------      ----------
                                                       $985,322         $18,356           $(403)     $1,003,275
                                                     ==========      ==========      ==========      ==========
</TABLE>


                                       13
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          The contractual maturities of debt securities classified as
          available-for-sale and held-to-maturity as of March 31, 2003 were as
          follows:

                                                                        Fair
          (In thousands)                                    Cost        Value
          ----------------------------------------        --------     --------
          Available-for-sale:
             Due within one year                          $174,400     $174,370
             Due after one year through five years         234,759      236,101
             Due after five years through 10 years             -            -
             Due after 10 years                                -            -
                                                          --------     --------
                                                          $409,159     $410,471
                                                          ========     ========

          All held-to-maturity debt securities are due within one year and had
          aggregate fair values of $92.0 million.


Note 8.   Sale of Amgen Common Stock Investment
          -------------------------------------

          During the first quarter of 2003, the Company completed the sale of
          the remaining 31,235,958 shares of Amgen common stock held by the
          Company at December 31, 2002. These remaining shares netted proceeds
          of $1,579.9 million and resulted in a gain of $860.6 million ($558.7
          million after-tax or $0.42 per share-diluted).


                                       14
<PAGE>

                Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended March 31, 2003

Item 2.   Results of Operations
          ---------------------

          Worldwide net revenue for the 2003 first quarter was 1% higher
          compared with prior year levels. The increase in worldwide net revenue
          for the 2003 first quarter was due primarily to higher worldwide net
          revenue of consumer healthcare. Excluding the impact of foreign
          exchange, worldwide net revenue decreased 2% for the 2003 first
          quarter.

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

                                              Net Revenue
                                       -------------------------
                                              Three Months
                                             Ended March 31,
          ($ in millions)              -------------------------
          Operating Segment              2003             2002        % Increase
          ------------------------     --------         --------      ----------
          Pharmaceuticals              $3,157.1         $3,149.0            -
          Consumer Healthcare             532.0            494.5            8%
                                       --------         --------      ----------
          Total                        $3,689.1         $3,643.5            1%
                                       ========         ========      ==========


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

          Worldwide pharmaceutical net revenue was flat for the 2003 first
          quarter. Excluding the impact of foreign exchange, worldwide
          pharmaceutical net revenue decreased 3% for the 2003 first quarter.

          Worldwide human pharmaceutical net revenue was flat as higher sales of
          EFFEXOR XR (substantial global growth), PROTONIX (strong prescription
          volume growth) and PREVNAR (reflecting consistent increased
          manufacturing capability) were offset by lower sales of the PREMARIN
          family of products and CORDARONE I.V. (market exclusivity ended
          October 2002). Excluding the impact of foreign exchange, worldwide
          human pharmaceutical net revenue decreased 3% for the 2003 first
          quarter.

          Worldwide animal health product net revenue increased 13% for the 2003
          first quarter. The increase in sales of animal health products was due
          primarily to higher U.S. sales of the Company's WEST NILE - INNOVATOR
          biological vaccine for horses. Excluding the impact of foreign
          exchange, worldwide animal health product net revenue increased 11%
          for the 2003 first quarter.


                                       15
<PAGE>

                Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended March 31, 2003

          The following table sets forth the significant worldwide human
          pharmaceutical and animal health net revenue by product for the three
          months ended March 31, 2003 compared with the same period in the prior
          year:

                                                         Three Months
                                                        Ended March 31,
          (In millions)                          -----------------------------
          Products                                 2003                 2002
          ---------------------------            --------             --------
          EFFEXOR                                  $593.5               $422.1
          PREMARIN family                           402.7                675.6
          PROTONIX                                  360.0                247.1
          PREVNAR                                   228.8                148.2
          Nutritionals                              202.8                204.0
          Oral Contraceptives                       154.3                186.7
          ZOSYN/TAZOCIN                             140.1                102.2
          ZOTON                                      72.5                 67.5
          BENEFIX                                    58.6                 46.4
          ATIVAN                                     55.0                 53.3
          ReFacto                                    52.3                 38.4
          SYNVISC                                    49.1                 45.0
          RAPAMUNE                                   44.7                 23.6
          ENBREL                                     42.8                 33.6
          Alliance revenue                           94.7                 77.2
          Other                                     423.2                616.6
                                                 --------             --------
          Total human pharmaceuticals             2,975.1              2,987.5
                                                 --------             --------

          WEST NILE - INNOVATOR                      20.9                  5.8
          Other                                     161.1                155.7
                                                 --------             --------
          Total animal health                       182.0                161.5
                                                 --------             --------

          Total pharmaceuticals                  $3,157.1             $3,149.0
                                                 ========             ========


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

          Worldwide consumer healthcare net revenue increased 8% for the 2003
          first quarter due primarily to sales of ALAVERT (introduced in the
          2002 fourth quarter) and higher sales of cough/cold/allergy products
          offset, in part, by lower sales of CENTRUM products. Excluding the
          impact of foreign exchange, worldwide consumer healthcare net revenue
          increased 5% for the 2003 first quarter.


                                       16
<PAGE>

                Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended March 31, 2003

          The following table sets forth the significant worldwide consumer
          healthcare net revenue by product for the three months ended March 31,
          2003 compared with the same period in the prior year:

                                                          Three Months
                                                         Ended March 31,
          (In millions)                            ---------------------------
          Products                                  2003                 2002
          ---------------------------              ------               ------
          CENTRUM                                  $119.7               $129.9
          ADVIL (*)                                 108.9                110.1
          Cough/cold/allergy products               105.4                 84.0
          CALTRATE                                   30.2                 27.4
          SOLGAR                                     28.5                 28.3
          CHAP STICK                                 23.4                 24.0
          ALAVERT                                    21.0                  -
          Other                                      94.9                 90.8
                                                   ------               ------

          Total consumer healthcare                $532.0               $494.5
                                                   ======               ======

          (*) ADVIL COLD & SINUS family is included within the
              cough/cold/allergy product line.

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

<TABLE>
<CAPTION>
                                                      % Increase (Decrease)
                                                Three Months Ended March 31, 2003
                                          ---------------------------------------------

                                                               Foreign         Total
                                          Volume     Price     Exchange     Net Revenue
                                          ------     -----     --------     -----------
          Pharmaceuticals
          ------------------------
          <S>                             <C>        <C>       <C>          <C>
          United States                     (8%)        4%          -            (4%)
          International                     (3%)        3%          9%            9%
                                            ---        ---         ---           ---
          Total                             (7%)        4%          3%            -
                                            ===        ===         ===           ===

          Consumer Healthcare
          ------------------------
          United States                      1%         3%          -             4%
          International                      4%         2%          8%           14%
                                            ---        ---         ---           ---
          Total                              2%         3%          3%            8%
                                            ===        ===         ===           ===

          Total
          ------------------------
          United States                     (7%)        4%          -            (3%)
          International                     (2%)        2%          9%            9%
                                            ---        ---         ---           ---
          Total                             (6%)        4%          3%            1%
                                            ===        ===         ===           ===
</TABLE>


                                       17
<PAGE>

                Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended March 31, 2003

          Cost of goods sold, as a percentage of net revenue, increased to 25.2%
          for the 2003 first quarter compared with 22.0% for the 2002 first
          quarter due primarily to higher manufacturing costs and a less
          profitable product mix related to lower sales of higher margin
          products. This increase was partially offset as a result of increased
          alliance revenue recorded in the 2003 first quarter net revenue as
          compared with the 2002 first quarter net revenue. There are no costs
          of goods sold relating to alliance revenue, and therefore any net
          revenue fluctuations impacted by alliance revenue will also impact
          gross margins.

          Selling, general and administrative expenses, as a percentage of net
          revenue, remained flat for the 2003 first quarter as compared with the
          same period in the prior year at approximately 35.0% due primarily to
          lower selling and marketing expenditures offset by higher general
          expenses associated with increased insurance and pension and other
          employee benefit costs.

          Research and development expenses increased 7% for the 2003 first
          quarter due primarily to higher clinical grant spending, cost sharing
          and licensing expenditures from pharmaceutical collaborations offset,
          in part, by reduced spending for operating expenses, including lower
          chemical and material costs.

          Interest expense, net decreased 49% in the 2003 first quarter due
          primarily to lower weighted average debt outstanding, as compared with
          the 2002 first quarter. Weighted average debt outstanding during the
          2003 and 2002 first quarters was $7,152.6 million and $9,932.2
          million, respectively. The decrease in interest expense was also
          affected by higher capitalized interest resulting from spending for
          capital projects.

          Other income, net decreased significantly for the 2003 first quarter
          due in part to lower gains on sales of non-strategic assets and the
          non-recurrence of income received in 2002 in connection with a class
          action settlement gain relating to price fixing by certain vitamin
          suppliers.


                                       18
<PAGE>

                Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended March 31, 2003

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

                                       Income before Taxes
                                   ---------------------------
                                          Three Months
                                         Ended March 31,
          ($ in millions)          ---------------------------        % Increase
          Segment                    2003               2002          (Decrease)
          -------------------      --------           --------       -----------
          Pharmaceuticals            $943.9           $1,073.2          (12%)
          Consumer Healthcare          80.2              159.5          (50%)
                                   --------           --------          ----
                                    1,024.1            1,232.7          (17%)
          Corporate (*)               758.5             (110.5)           -
                                   --------           --------          ----

          Total                    $1,782.6           $1,122.2           59%
                                   ========           ========          ====

          (*) Corporate for the 2003 first quarter included a gain of $860.6
              relating to the sale of Amgen shares. Excluding the gain on the
              sale of Amgen shares from the 2003 first quarter results,
              Corporate expenses, net decreased 8%.


          Worldwide pharmaceutical income before taxes decreased 12% for the
          2003 first quarter due primarily to lower gross profit margins earned
          on worldwide sales of human pharmaceuticals combined with higher
          research and development expenses and lower other income, net
          (primarily lower gains on sales of non-strategic assets and the
          non-recurrence of equity income received in 2002) offset, in part, by
          lower selling, general and administrative expenses.

          Worldwide consumer healthcare income before taxes decreased 50% for
          the 2003 first quarter while consumer healthcare sales increased 8%.
          This difference is primarily attributable to the non-recurrence of
          income received in 2002 in connection with a class action settlement
          gain relating to price fixing by certain vitamin suppliers, lower
          asset sale gains, and higher selling, general and administrative
          expenses as a percentage of sales primarily due to increased marketing
          and selling expenses associated with the launch of ALAVERT.

          Corporate expenses, net, decreased 8% for the 2003 first quarter,
          excluding the 2003 first quarter gain of $860.6 million from the sale
          of the Company's remaining Amgen shares. The decrease in corporate
          expenses, net is due primarily to lower interest expense resulting
          from lower weighted average debt outstanding as compared with the 2002
          first quarter and higher other income, net relating to gains on the
          Company's foreign exchange hedging programs. These items were
          partially offset by higher general expenses related to increased group
          and general insurance expenses.


                                       19
<PAGE>

                Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended March 31, 2003

          Excluding the 2003 first quarter gain on the sale of the Company's
          remaining Amgen shares, the effective tax rate remained flat at 22.0%
          for the 2003 first quarter compared with 22.3% for the 2002 first
          quarter.


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

          Net income and diluted earnings per share for the 2003 first quarter
          increased to $1,277.9 million and $0.96 compared with $871.9 million
          and $0.65 in the prior year. The 2003 first quarter net income and
          diluted earnings per share included a gain of $860.6 million ($558.7
          million after-tax or $0.42 per share-diluted) related to the sale of
          the remaining 31,235,958 shares of the Company's Amgen common stock
          holdings. Excluding the gain on the sale of Amgen shares from the 2003
          first quarter results, net income and diluted earnings per share for
          the 2003 first quarter decreased 18% and 17%, respectively, to $719.2
          million and $0.54 compared with the 2002 first quarter. The decreases
          in net income and diluted earnings per share for the 2003 first
          quarter were impacted by higher costs of goods sold as a percentage of
          net revenue, higher research and development expenses and lower other
          income.


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

          Cash flows provided by operating activities totaling $328.4 million
          during the 2003 first quarter were generated primarily by earnings of
          $1,277.9 million and proceeds of $213.4 million relating to improved
          collections on outstanding accounts receivable. Driving the cash
          outflows were payments of $134.6 million relating to the diet drug
          litigation and a payment of $535.2 million to the security fund as
          collateral for the Company's financial obligations under the diet drug
          settlement (see Note 3 to the consolidated condensed financial
          statements). Additionally, payments made on outstanding payables and
          accrued expenses totaling $123.6 million and an increase in
          inventories of $160.9 million due primarily to production planning
          impacted cash outflows.

          The Company generated $1,216.1 million of cash from investing
          activities during the 2003 first quarter due primarily to proceeds
          received of $1,579.9 million relating to the sale of the Company's
          remaining 31,235,958 shares of Amgen common stock. The Company used
          $547.9 million for investments in property, plant and equipment and
          marketable securities. The capital expenditures made during the 2003
          first quarter were consistent with the Company's commitment to expand
          existing manufacturing and research and development facilities
          worldwide, and build new biotechnology facilities.

          The Company also used cash for financing activities relating to
          repayments of net debt totaling $1,456.7 million and dividend payments
          of $305.1 million.

          At March 31, 2003, the Company had outstanding $6,923.2 million in
          total debt. The Company's total debt consisted of commercial paper of
          $557.7 million, and notes payable


                                       20
<PAGE>

                Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended March 31, 2003

          and other debt of $6,365.5 million. The Company offers its commercial
          paper in a very liquid market commensurate with its short-term credit
          ratings from Moody's (P2), S&P (A1) and Fitch (F1). Current debt at
          March 31, 2003, classified as loans payable, consisted of $514.0
          million of notes payable and other debt that is due within one year.
          All of the commercial paper outstanding at March 31, 2003 was
          supported by the Company's new credit facilities, totaling $2,700.0
          million, and is classified as long-term debt.

          Management remains confident that cash flows from operating activities
          and existing and prospective financing resources will be adequate to
          fund the Company's operations, pay opt out settlement payments and
          fund the nationwide class action settlement relating to the REDUX and
          PONDIMIN diet drug litigation, pay dividends, maintain the ongoing
          programs of capital expenditures, and repay both the principal and
          interest on its outstanding obligations, without requiring the
          disposition of any significant strategic core assets or businesses.


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

          Prempro / Premarin - HRT Studies

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

          Sales of PREMPRO and other PREMARIN family products have been and will
          continue to be adversely affected by the WHI results. Based on the
          most recent available market data, average weekly prescriptions
          written for PREMPRO and PREMARIN decreased approximately 67% and 33%,
          respectively, compared to the average weekly


                                       21
<PAGE>

                Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended March 31, 2003

          prescriptions written during the eight-week period preceding the
          termination of the study subset. PREMPRO sales (including PREMPHASE)
          for the three months ended March 31, 2003 represented approximately 4%
          of consolidated net revenue. Set forth below are individual product
          operating results for both PREMPRO/PREMPHASE and PREMARIN for the
          three months ended March 31, 2003 and 2002.

                                     Prempro/Premphase
                                 -------------------------
                                       Three Months
                                      Ended March 31,
                                 -------------------------
          (In millions)           2003               2002
          -----------------      ------             ------
          Net revenue            $142.9             $216.1
          Gross profit            123.5              182.7

                                         Premarin
                                 -------------------------
                                       Three Months
                                      Ended March 31,
                                 -------------------------
          (In millions)           2003               2002
          -----------------      ------             ------
          Net revenue            $259.8             $459.5
          Gross profit            233.2              425.7


          Competition

          The Company operates in the highly competitive pharmaceutical and
          consumer health care industries. PREMARIN, the Company's principal
          conjugated estrogens product manufactured from pregnant mare's urine,
          and related products PREMPRO and PREMPHASE (which are single tablet
          combinations of the conjugated estrogens in PREMARIN and the progestin
          medroxyprogesterone acetate), are the leaders in their categories and
          contribute significantly to the Company's net revenue and results of
          operations. PREMARIN's natural composition is not subject to patent
          protection (although PREMPRO has patent protection). The principal
          indications of PREMARIN, PREMPRO and PREMPHASE are to manage the
          symptoms of menopause and to prevent osteoporosis, a condition
          involving a loss of bone mass in postmenopausal women.
          Estrogen-containing products manufactured by other companies have been
          marketed for many years for the treatment of menopausal symptoms.
          During the past several years, other manufacturers have introduced
          products for the treatment and/or prevention of osteoporosis. New
          products containing different estrogens and/or different progestins
          than those found in PREMPRO and PREMPHASE, utilizing various forms of
          delivery and having one or more of the same indications have also been
          introduced. Some companies have attempted to obtain approval for
          generic versions of PREMARIN. These products, if approved, would be
          routinely substitutable for PREMARIN and related products under many
          state laws and third-party insurance payer plans. In May 1997, the FDA
          announced that it would not approve certain synthetic estrogen
          products


                                       22
<PAGE>

                Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended March 31, 2003

          as generic equivalents of PREMARIN given known compositional
          differences between the active ingredient of these products and
          PREMARIN. Although the FDA has not approved any generic equivalent to
          PREMARIN to date, PREMARIN will continue to be subject to competition
          from existing and new competing estrogen and other products for its
          approved indications and may be subject to generic competition from
          either synthetic or natural conjugated estrogens products in the
          future. At least one other company has announced that it is in the
          process of developing a generic version of PREMARIN from the same
          natural source, and the Company currently cannot predict the timing or
          outcome of these or any other efforts.


          Product Supply

          Market demand for ENBREL is strong; however the sales growth had been
          constrained by limits on the existing source of supply. In December
          2002, the retrofitted Rhode Island facility owned by Amgen was
          completed, and manufacturing production was approved by the FDA.
          Consequently, manufacturing capacity for ENBREL will significantly
          increase in 2003. Market demand is expected to continue to grow, and
          additional manufacturing supply is projected to be required. In April
          2002, Immunex (prior to being acquired by Amgen) announced it entered
          into a manufacturing agreement with Genentech, Inc. to produce ENBREL
          beginning in 2004, subject to FDA approval. The current plan for the
          longer term includes an additional manufacturing facility, which is
          being constructed by the Company in Ireland and expansion of the Rhode
          Island facility, both of which are expected to be completed during
          2005.


          Litigation and Contingent Liabilities

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

          The estimated costs that the Company expects to pay in these cases are
          accrued when the liability is considered probable and the amount can
          be reasonably estimated. In many cases, future environmental-related
          expenditures cannot be quantified with a reasonable degree of
          accuracy. As investigations and cleanups proceed,
          environmental-related liabilities are reviewed and adjusted as
          additional information becomes available. In


                                       23
<PAGE>

                Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended March 31, 2003

          addition, the Company is self-insured against ordinary product
          liability risks and has liability coverage, in excess of certain
          limits and subject to certain policy ceilings, from various insurance
          carriers. It is the opinion of the Company that any potential
          liability that might exceed amounts already accrued will not have a
          material adverse effect on the Company's financial position but could
          be material to the results of operations or cash flows in any one
          accounting period.


          Cautionary Statements Regarding Forward-Looking Information
          -----------------------------------------------------------

          The Private Securities Litigation Reform Act of 1995 provides a "safe
          harbor" for forward-looking statements. This quarterly report,
          including management's discussion and analysis set forth herein, as
          well as our annual, quarterly and special reports, proxy statements
          and other information filed with the Securities and Exchange
          Commission and other written or oral statements made by us or on our
          behalf may include forward-looking statements reflecting our current
          views at the time these statements were made with respect to future
          events and financial performance. These forward-looking statements can
          be identified by the use of words such as "anticipates," "expects,"
          "is confident," "plans," "could," "will," "believes," "estimates,"
          "forecasts," "projects" and other words of similar meaning. These
          forward-looking statements address various matters, including:

              o    our anticipated results of operations, liquidity position,
                   financial condition and capital resources;

              o    the benefits that we expect will result from our business
                   activities and certain transactions we announced or
                   completed, such as increased revenues, decreased expenses,
                   and avoided expenses and expenditures;

              o    statements of our expectations, beliefs, future plans and
                   strategies, anticipated developments and other matters that
                   are not historical facts;

              o    the future impact of presently known trends, including those
                   with respect to product performance and competition;

              o    anticipated developments related to PREMPRO/PREMARIN
                   performance and ENBREL product supply, and

              o    expectations regarding the impact of potential litigation
                   relating to PREMPRO; the nationwide class action settlement
                   relating to REDUX and PONDIMIN; and additional litigation
                   charges related to REDUX and PONDIMIN, including those for
                   opt outs from the national settlement.

          All forward-looking statements address matters involving numerous
          assumptions, risks and uncertainties, which may cause actual results
          to differ materially from those expressed or implied by us in those
          statements. Accordingly, we caution you not to place undue reliance on
          these forward-looking statements, which speak only as of the date on
          which they were made. From time to time, we also may provide oral or
          written forward-looking statements in other materials we release to
          the public. Additionally, we undertake no obligation to publicly
          update or revise any forward-looking statements,


                                       24
<PAGE>

                Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended March 31, 2003

          whether as a result of new information, future developments or
          otherwise. Certain factors which could cause the Company's actual
          results to differ materially from expected and historical results are
          discussed herein and others have been identified by the Company in
          Exhibit 99 to the Company's 2002 Annual Report on Form 10-K, which
          exhibit is incorporated herein by reference.


                                       25
<PAGE>

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

          The market risk disclosures appearing on page 65 of the Company's 2002
          Annual Report as incorporated by reference on Form 10-K have not
          materially changed from December 31, 2002.

          At March 31, 2003, the fair values of the Company's financial
          instruments were as follows:

                                                      Carrying        Fair
                                        Notional/      Value          Value
          (In millions)                 Contract      ----------------------
          Description                    Amount        Assets (Liabilities)
          ---------------------         ------------------------------------
          Forward contracts (1)           $826.3          $8.8          $8.8
          Option contracts (1)             883.0         (22.1)        (22.1)
          Interest rate swaps            3,300.0         216.7         216.7
          Outstanding debt (2)           6,721.9      (6,923.2)     (7,194.7)


          (1)  If the value of the U.S. dollar were to increase or decrease by
               10%, in relation to all hedged foreign currencies, the net
               payable on the forward and option contracts would decrease or
               increase by approximately $70.3.

          (2)  If the interest rates were to increase or decrease by one
               percentage point, the fair value of the outstanding debt would
               increase or decrease by approximately $325.1.

          The estimated fair values approximate amounts at which these financial
          instruments could be exchanged in a current transaction between
          willing parties. Therefore, fair values are based on estimates using
          present value and other valuation techniques that are significantly
          affected by the assumptions used concerning the amount and timing of
          estimated future cash flows and discount rates that reflect varying
          degrees of risk. Specifically, the fair value of outstanding debt
          instruments reflects a current yield valuation based on observed
          market prices as of March 31, 2003; the fair value of interest rate
          swaps and forward contracts reflects the present value of the future
          potential gain or (loss) if settlement were to take place on March 31,
          2003; and the fair value of option contracts reflects the present
          value of future cash flows if the contracts were settled on March 31,
          2003.


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

          Within the 90 days prior to the date of filing this Quarterly Report
          on Form 10-Q, the Company carried out an evaluation, under the
          supervision and with the participation of the Company's management,
          including the Chief Executive Officer and Chief Financial Officer, of
          the effectiveness of the design and operation of the Company's
          disclosure controls and procedures pursuant to Exchange Act Rule
          13a-14. Based upon that evaluation, the Chief Executive Officer and
          Chief Financial Officer concluded that the Company's disclosure
          controls and procedures are reasonably effective in design and
          practice to alert them, in a timely manner, to material information
          relating to the Company (including its consolidated subsidiaries)
          required to be included in the


                                       26
<PAGE>

          Company's periodic SEC filings. Subsequent to the date of that
          evaluation, there have been no significant changes in the Company's
          internal controls or in other factors that could significantly affect
          internal controls, nor were any corrective actions required with
          regard to significant deficiencies or material weaknesses.


                                       27
<PAGE>

                           Part II - Other Information
                           ---------------------------

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

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

          In the litigation involving PREMPRO, the Company's estrogen and
          progestin replacement therapy, three additional putative class action
          lawsuits have been filed. Brown, et al. v. Wyeth, No. CV03-0138S,
          U.S.D.C., W.D. La; Slater, et al. v. Wyeth, No. 03-4016-CV-C-NKL,
          U.S.D.C., W.D. Mo; and Phillips, et al. v. Wyeth, No. CV03-5, Cir.
          Ct., Jefferson Cty., AL. Slater seeks to represent a nationwide class
          of women who have ever ingested PREMPRO and seeks on behalf of the
          putative class: 1) purchase price refunds; 2) personal injury damages;
          3) medical monitoring expenses and 4) an order requiring the Company
          to inform the public of the reported risks of PREMPRO. Brown and
          Phillips seek similar relief on behalf of putative classes of
          Louisiana and Alabama users of the product, respectively. In addition
          to the 16 class actions, the Company is defending approximately 40
          individual actions and 13 multi-plaintiff actions (with a total of
          approximately 130 named plaintiffs) in various courts for personal
          injuries including breast cancer, stroke and heart disease.

          The Company intends to continue to defend all of the foregoing
          litigation vigorously.

          In the litigation involving allegations that the Company violated
          federal and state antitrust laws through alleged exclusionary
          practices regarding PREMARIN and the Company's contracts with managed
          care organizations and pharmacy benefit managers, United States
          District Judge Sandra S. Beckwith has granted the direct-purchasers'
          motion for class certification. J.B.D.L. Corp. d/b/a/ Beckett
          Apothecary, et al. v. Wyeth-Ayerst Laboratories, Inc., et al., No.
          C-1-01-704, U.S.D.C., S.D. Oh. Three putative indirect-purchaser class
          actions with allegations similar to those contained in the J.B.D.L.
          complaint are presently pending against the Company. One putative
          indirect-purchaser class action is pending in Ohio federal district
          court, and two putative indirect-purchaser class actions are pending
          in California state courts. The complaints seek injunctive relief,
          damages, and disgorgement of profits. The Company believes that its
          contracts involving PREMARIN do not violate state or federal laws.

          On April 11, 2003, the U.K. Competition Commission report on its
          investigation into the supply of prescription-only veterinary
          medicines in the U.K. concluded that three monopoly situations exist
          in the U.K. market for such medicines. According to the report, one
          such monopoly situation arises from the failure of eight animal-health
          manufacturers, including Fort Dodge Animal Health U.K., to enable
          pharmacies to obtain supplies of prescription-only veterinary
          medicines on terms that would enable them to compete with veterinary
          surgeons. The report recommended two remedies for the situation,
          applicable to all of the relevant manufacturers, which are designed to
          allow the pharmacies to obtain prescription-only veterinary medicines
          on competitive terms with the veterinary surgeons. The U.K. Office of
          Fair Trading will consult with the relevant


                                       28
<PAGE>

          parties on the terms of orders to implement the Commission's remedies
          during the next three months.

          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.


                                       29
<PAGE>

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

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

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

               (3.2)         By-laws, as amended to date.

               (10.1)        Savings Plan, as amended to date.

               (10.2)        Supplemental Employee Retirement Plan, as amended
                             to date.

               (10.3)        Supplemental Employee Savings Plan, as amended to
                             date.

               (10.4)        Union Savings Plan, as amended to date.

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

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

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





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

                The following Current Reports on Form 8-K were filed by the
                Company:

                o   January 28, 2003 relating to the exchange of Immunex shares
                    for Amgen common stock in the acquisition of Immunex by
                    Amgen and the subsequent sales of the Company's remaining
                    Amgen common stock holdings (including disclosure on Item
                    2).

                o   January 28, 2003 to furnish the Company's 2002 Fourth
                    Quarter and Full Year Press Release.

                o   March 13, 2003 to furnish the Company's 2002 Annual Report
                    to Stockholders.

                o   April 23, 2003 to furnish the Press Release reporting the
                    Company's earnings results for the 2003 First Quarter.


                                       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.



                                      Wyeth
                                      -----
                                   (Registrant)


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



Date: May 15, 2003


                                       31
<PAGE>

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

          I, Robert Essner, certify that:

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

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

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

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

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

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

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

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

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

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


                                       32
<PAGE>

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






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


Date: May 15, 2003


                                       33
<PAGE>

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


          I, Kenneth J. Martin, certify that:

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

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

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

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

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

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

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

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

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

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


                                       34
<PAGE>

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






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


Date: May 15, 2003


                                       35
<PAGE>

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


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

               (3.2)         By-laws, as amended to date.

               (10.1)        Savings Plan, as amended to date.

               (10.2)        Supplemental Employee Retirement Plan, as amended
                             to date.

               (10.3)        Supplemental Employee Savings Plan, as amended to
                             date.

               (10.4)        Union Savings Plan, as amended to date.

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

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

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


                                      EX-1