================================================================================
                                  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
June 30, 2004

                                      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
July 30, 2004:

                                                           Number of
                   Class                                Shares Outstanding
                   -----                                ------------------
     Common Stock, $0.33-1/3 par value                    1,333,808,583

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

<PAGE>

                                      WYETH

                                      INDEX

                                                                       Page No.
                                                                       --------

Part I   -  Financial Information (Unaudited)                               2

         Item 1. Consolidated Condensed Financial Statements:

                 Consolidated Condensed Balance Sheets -
                   June 30, 2004 and December 31, 2003                      3

                 Consolidated Condensed Statements of Operations -
                   Three and Six Months Ended June 30, 2004 and 2003        4

                 Consolidated Condensed Statements of Changes in
                   Stockholders' Equity - Six Months Ended
                   June 30, 2004 and 2003                                   5

                 Consolidated Condensed Statements of Cash Flows -
                   Six Months Ended June 30, 2004 and 2003                  6

                 Notes to Consolidated Condensed Financial Statements     7-24

         Item 2. Management's Discussion and Analysis of
                   Financial Condition and Results of Operations         25-47

         Item 3. Quantitative and Qualitative Disclosures about
                   Market Risk                                              48

         Item 4. Controls and Procedures                                    48

Part II  -  Other Information                                               49

         Item 1. Legal Proceedings                                       49-56

         Item 4. Submission of Matters to a Vote of Security Holders        57

         Item 6. Exhibits and Reports on Form 8-K                        58-59

Signature                                                                   60

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 (SEC). 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 reflect all adjustments, including those that are
normal and recurring, considered necessary to present fairly the financial
position of the Company as of June 30, 2004 and December 31, 2003, the results
of its operations for the three and six months ended June 30, 2004 and 2003, and
changes in stockholders' equity and cash flows for the six months ended June 30,
2004 and 2003. 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 2003 Annual Report on Form 10-K,
Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 and
information contained in Current Reports on Form 8-K filed since the filing of
the 2003 Form 10-K.

We make available through our Company Internet website, free of charge, our
Company filings with the SEC as soon as reasonably practicable after we
electronically file them with, or furnish them to, the SEC. The reports we make
available include Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, proxy statements, registration statements, and any
amendments to those documents. The Company's Internet website is www.wyeth.com.


                                       2
<PAGE>

<TABLE>
                                              WYETH
                              CONSOLIDATED CONDENSED BALANCE SHEETS
                             (In Thousands Except Per Share Amounts)
                                           (Unaudited)
<CAPTION>
                                                                   June 30,        December 31,
                                                                     2004              2003
                                                                  -----------      ------------
ASSETS
<S>                                                               <C>              <C>
Cash and cash equivalents                                          $4,315,184        $6,069,794
Marketable securities                                               1,678,643         1,110,297
Accounts receivable less allowances                                 2,635,054         2,529,613
Inventories:
     Finished goods                                                   803,563           821,637
     Work in progress                                               1,229,837         1,141,916
     Materials and supplies                                           351,231           448,631
                                                                  -----------      ------------
                                                                    2,384,631         2,412,184
Other current assets including deferred taxes                       2,854,054         2,840,354
                                                                  -----------      ------------
     Total Current Assets                                          13,867,566        14,962,242

Property, plant and equipment                                      12,029,364        11,686,252
     Less accumulated depreciation                                  3,243,511         3,025,201
                                                                  -----------      ------------
                                                                    8,785,853         8,661,051
Goodwill                                                            3,810,140         3,817,993
Other intangibles, net of accumulated amortization
  (June 30, 2004-$142,458 and December 31, 2003-$128,137)             120,110           133,134
Other assets including deferred taxes                               3,350,175         3,457,502
                                                                  -----------      ------------
     Total Assets                                                 $29,933,844       $31,031,922
                                                                  ===========      ============

LIABILITIES
Loans payable                                                        $334,676        $1,512,845
Trade accounts payable                                                880,554         1,010,749
Dividends payable                                                     306,771               -
Accrued expenses                                                    5,239,102         5,461,835
Accrued federal and foreign taxes                                     344,200           444,081
                                                                  -----------      ------------
     Total Current Liabilities                                      7,105,303         8,429,510

Long-term debt                                                      7,592,038         8,076,429
Accrued postretirement benefit obligations other than pensions      1,028,910         1,007,540
Other noncurrent liabilities                                        4,292,605         4,224,062

Contingencies and commitments (Note 7)

STOCKHOLDERS' EQUITY
$2.00 convertible preferred stock, par value $2.50 per share               41                42
Common stock, par value $0.33-1/3 per share                           444,572           444,151
Additional paid-in capital                                          4,797,529         4,764,390
Retained earnings                                                   4,768,813         4,112,285
Accumulated other comprehensive loss                                  (95,967)          (26,487)
                                                                  -----------      ------------
     Total Stockholders' Equity                                     9,914,988         9,294,381
                                                                  -----------      ------------
     Total Liabilities and Stockholders' Equity                   $29,933,844       $31,031,922
                                                                  ===========      ============

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


                                       3
<PAGE>

<TABLE>
                                               WYETH
                          CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                              (In Thousands Except Per Share Amounts)
                                            (Unaudited)
<CAPTION>
                                                    Three Months                 Six Months
                                                   Ended June 30,              Ended June 30,
                                               -----------------------     -----------------------
                                                  2004         2003           2004         2003
                                               ----------   ----------     ----------   ----------
<S>                                            <C>          <C>            <C>          <C>
Net revenue                                    $4,223,205   $3,746,556     $8,237,994   $7,435,613
                                               ----------   ----------     ----------   ----------
Cost of goods sold                              1,130,033    1,019,895      2,227,949    1,948,199
Selling, general and administrative expenses    1,427,494    1,362,022      2,781,704    2,653,492
Research and development expenses                 584,255      500,851      1,289,557    1,014,365
Interest expense, net                              31,896       25,878         58,828       52,878
Other income, net                                 (13,551)    (270,302)      (127,013)    (263,567)
Gain on sale of Amgen common stock                    -            -              -       (860,554)
                                               ----------   ----------     ----------   ----------

Income before federal and foreign taxes         1,063,078    1,108,212      2,006,969    2,890,800
Provision for federal and foreign taxes           235,733      243,807        429,921      748,513
                                               ----------   ----------     ----------   ----------


Net income                                       $827,345     $864,405     $1,577,048   $2,142,287
                                               ==========   ==========     ==========   ==========



Basic earnings per share                            $0.62        $0.65          $1.18        $1.61
                                               ==========   ==========     ==========   ==========


Diluted earnings per share                          $0.62        $0.65          $1.18        $1.61
                                               ==========   ==========     ==========   ==========


Dividends paid per share of common stock            $0.23        $0.23          $0.46        $0.46
                                               ==========   ==========     ==========   ==========


Dividends declared per share of common stock        $0.46        $0.46          $0.69        $0.69
                                               ==========   ==========     ==========   ==========

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


                                       4
<PAGE>

<TABLE>
                                                                WYETH
                                CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                               (In Thousands Except Per Share Amounts)
                                                             (Unaudited)
<CAPTION>
Six Months Ended June 30, 2004:
                                                  $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, 2004                             $42     $444,151   $4,764,390   $4,112,285        $(26,487)     $9,294,381

Net income                                                                              1,577,048                       1,577,048
Currency translation adjustments                                                                          (83,008)        (83,008)
Unrealized gains on derivative contracts, net                                                              26,159          26,159
Unrealized losses on marketable securities, net                                                           (12,631)        (12,631)
                                                                                                                    -------------
     Comprehensive income, net of tax                                                                                   1,507,568
                                                                                                                    -------------

Cash dividends declared (1)                                                              (920,083)                       (920,083)
Common stock issued for stock options                               327       25,257                                       25,584
Other exchanges                                         (1)          94        7,882         (437)                          7,538
                                               -----------     --------   ----------   ----------   -------------   -------------
Balance at June 30, 2004                               $41     $444,572   $4,797,529   $4,768,813        $(95,967)     $9,914,988
                                               ===========     ========   ==========   ==========   =============   =============


Six Months Ended June 30, 2003:
                                                  $2.00                                              Accumulated
                                               Convertible                Additional                    Other           Total
                                                Preferred       Common     Paid-in      Retained    Comprehensive   Stockholders'
                                                  Stock         Stock      Capital      Earnings        Loss           Equity
                                               -----------     --------   ----------   ----------   -------------   -------------
Balance at January 1, 2003                             $46     $442,019   $4,582,773   $3,286,645       $(155,571)     $8,155,912

Net income                                                                              2,142,287                       2,142,287
Currency translation adjustments                                                                          421,842         421,842
Unrealized losses on derivative contracts, net                                                            (14,014)        (14,014)
Unrealized gains on marketable securities, net                                                              6,206           6,206
Realized gain on sale of Amgen stock
  reclassified to net income                                                                             (515,114)       (515,114)
                                                                                                                    -------------
     Comprehensive income, net of tax                                                                                   2,041,207
                                                                                                                    -------------

Cash dividends declared (2)                                                              (916,761)                       (916,761)
Common stock issued for stock options                             1,617       87,489                                       89,106
Other exchanges                                         (2)          57       17,202       (1,908)                         15,349
                                               -----------     --------   ----------   ----------   -------------   -------------
Balance at June 30, 2003                               $44     $443,693   $4,687,464   $4,510,263       $(256,651)     $9,384,813
                                               ===========     ========   ==========   ==========   =============   =============

(1) Included in cash dividends declared were the following dividends payable at June 30, 2004:
    - Common stock cash dividend of $0.23 per share ($306,755 in the aggregate) declared on June 16, 2004 and payable on
      September 1, 2004; and
    - Preferred stock cash dividends of $0.50 per share ($16 in the aggregate) declared on April 22, 2004 and paid on
      July 1, 2004 and declared on June 16, 2004 and payable on October 1, 2004.

(2) Included in cash dividends declared were the following dividends payable at June 30, 2003:
    - Common stock cash dividend of $0.23 per share ($306,148 in the aggregate) declared on June 25, 2003 and paid on
      September 1, 2003; and
    - Preferred stock cash dividends of $0.50 per share ($18 in the aggregate) declared on April 24, 2003 and paid on
      July 1, 2003 and declared on June 25, 2003 and paid on October 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>
                                                                               Six Months
                                                                             Ended June 30,
                                                                       --------------------------
                                                                          2004            2003
                                                                       ----------      ----------
Operating Activities
--------------------
<S>                                                                    <C>             <C>
Net income                                                             $1,577,048      $2,142,287
Adjustments to reconcile net income to net cash
  provided by operating activities:
   Gain on sale of Amgen shares                                               -          (860,554)
   Gains on sales of assets                                              (167,165)       (290,154)
   Depreciation and amortization                                          301,076         262,589
   Change in deferred income taxes                                         94,039          (7,344)
   Diet drug litigation payments                                         (255,173)       (248,434)
   Security fund deposit                                                      -          (535,200)
   Changes in working capital, net                                       (588,124)        459,299
   Other items, net                                                       243,185          27,891
                                                                       ----------      ----------
Net cash provided by operating activities                               1,204,886         950,380
                                                                       ----------      ----------

Investing Activities
--------------------
Purchases of property, plant and equipment                               (589,227)       (792,265)
Proceeds from sale of Amgen common stock                                      -         1,579,917
Proceeds from sales of assets                                             315,921         317,973
Proceeds from sales and maturities of marketable securities               374,596         485,306
Purchases of marketable securities                                       (959,459)       (609,717)
                                                                       ----------      ----------
Net cash provided by (used for) investing activities                     (858,169)        981,214
                                                                       ----------      ----------

Financing Activities
--------------------
Net repayments of commercial paper                                            -        (3,329,485)
Proceeds from issuance of long-term debt                                      -         1,800,000
Repayments of long-term debt                                           (1,500,000)            -
Other borrowing transactions, net                                          (6,720)        (26,573)
Dividends paid                                                           (613,312)       (610,595)
Exercises of stock options                                                 25,584          89,106
                                                                       ----------      ----------
Net cash used for financing activities                                 (2,094,448)     (2,077,547)
                                                                       ----------      ----------
Effect of exchange rate changes on cash and cash equivalents               (6,879)         18,969
                                                                       ----------      ----------
Decrease in cash and cash equivalents                                  (1,754,610)       (126,984)
Cash and cash equivalents, beginning of period                          6,069,794       2,943,604
                                                                       ----------      ----------
Cash and cash equivalents, end of period                               $4,315,184      $2,816,620
                                                                       ==========      ==========


Supplemental Information
------------------------
Interest payments                                                        $106,625        $160,510
Income tax payments, net of refunds                                       424,123         312,927

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 2003 Annual Report on Form 10-K:

          Stock-Based Compensation: The Company has three Stock Incentive Plans
          that it accounts for using the intrinsic value method in accordance
          with APB Opinion No. 25, Accounting for Stock Issued to Employees. All
          options granted under these plans have an exercise price equal to the
          market value of the underlying common stock on the date of grant.
          Accordingly, no stock-based employee compensation cost is reflected in
          net income other than for the Company's restricted stock awards. 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 as amended by
          SFAS No. 148, Accounting for Stock-Based Compensation - Transition and
          Disclosure, Amendment of SFAS No. 123, to stock-based employee
          compensation:

          <TABLE>
          <CAPTION>
                                                                Three Months                 Six Months
                                                               Ended June 30,              Ended June 30,
                                                            --------------------      ------------------------
          (In thousands except per share amounts)             2004        2003           2004          2003
          ------------------------------------------        --------    --------      ----------    ----------
          <S>                                               <C>         <C>           <C>           <C>
          Net income, as reported                           $827,345    $864,405      $1,577,048    $2,142,287
          Add: Stock-based employee compensation
            expense included in reported net income,
            net of tax                                         3,875       6,763           6,368         8,079
          Deduct: Total stock-based employee
            compensaton expense determined
            under fair value-based method for all
            awards, net of tax                               (76,185)    (79,941)       (161,328)     (163,632)
                                                            --------    --------      ----------    ----------

          Adjusted net income                               $755,035    $791,227      $1,422,088    $1,986,734
                                                            ========    ========      ==========    ==========

          Earnings per share:
            Basic - as reported                                $0.62       $0.65           $1.18         $1.61
                                                            ========    ========      ==========    ==========
            Basic - adjusted                                   $0.57       $0.60           $1.07         $1.50
                                                            ========    ========      ==========    ==========

            Diluted - as reported                              $0.62       $0.65           $1.18         $1.61
                                                            ========    ========      ==========    ==========
            Diluted - adjusted                                 $0.56       $0.59           $1.06         $1.49
                                                            ========    ========      ==========    ==========
          </TABLE>


                                       7
<PAGE>

                                      WYETH
                    NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          Goodwill and Other Intangibles: In accordance with SFAS No. 142,
          Goodwill and Other Intangible Assets, the changes in the carrying
          amount of goodwill by reportable segment for the six months ended June
          30, 2004 are as follows:

          <TABLE>
          <CAPTION>
                                                                    Consumer       Animal
          (In thousands)                       Pharmaceuticals     Healthcare      Health        Total
          --------------------------------     ---------------     ----------     --------     ----------
          <S>                                  <C>                 <C>            <C>          <C>
          Balance at December 31, 2003           $2,691,772         $592,526      $533,695     $3,817,993
          Currency translation adjustments           (7,455)            (243)         (155)        (7,853)
                                                 ----------         --------      --------     ----------
          Balance at June 30, 2004               $2,684,317         $592,283      $533,540     $3,810,140
                                                 ==========         ========      ========     ==========
          </TABLE>


          The Company's other intangibles consist primarily of license
          agreements which are being amortized over their estimated useful lives
          ranging from three to 10 years.


Note 2.   Earnings per Share
          ------------------

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

          <TABLE>
          <CAPTION>
                                                          Three Months                 Six Months
                                                         Ended June 30,              Ended June 30,
                                                     ----------------------     ------------------------
          (In thousands except per share amounts)      2004         2003           2004          2003
          ---------------------------------------    ---------    ---------     ----------    ----------

          <S>                                        <C>          <C>           <C>           <C>
          Net income less preferred dividends         $827,329     $864,387     $1,577,024    $2,142,260
          Denominator:
            Weighted average common shares
              outstanding                            1,333,505    1,329,333      1,333,215     1,328,238
                                                     ---------    ---------     ----------    ----------

          Basic earnings per share                       $0.62        $0.65          $1.18         $1.61
                                                     =========    =========     ==========    ==========

          Net income                                  $827,345     $864,405     $1,577,048    $2,142,287
          Denominator:
            Weighted average common shares
              outstanding                            1,333,505    1,329,333      1,333,215     1,328,238
            Common stock equivalents of
              outstanding stock options and
              deferred contingent common stock
              awards*                                    3,646        5,853          4,232         5,068
                                                     ---------    ---------     ----------    ----------
          Total shares*                              1,337,151    1,335,186      1,337,447     1,333,306
                                                     ---------    ---------     ----------    ----------

          Diluted earnings per share*                    $0.62        $0.65          $1.18         $1.61
                                                     =========    =========     ==========    ==========
          </TABLE>

          *    At June 30, 2004 and 2003, 128,502 and 86,789, respectively, of
               common shares related to options outstanding under the Company's
               Stock Incentive Plans were excluded from the computation of
               diluted earnings per share, as the effect would have been
               antidilutive.


                                       8
<PAGE>

                                      WYETH
                    NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 3.   Marketable Securities
          ---------------------

          The Company has marketable debt and equity securities, which are
          classified as either available-for-sale or held-to-maturity, depending
          on management's investment intentions relating to these securities.

          The cost, gross unrealized gains (losses) and fair value of
          available-for-sale and held-to-maturity securities by major security
          type at June 30, 2004 and December 31, 2003 were as follows:

          <TABLE>
          <CAPTION>
                                                                      Gross           Gross
          (In thousands)                                            Unrealized      Unrealized        Fair
          At June 30, 2004                             Cost           Gains          (Losses)         Value
          ----------------------------------        ----------      ----------      ----------      ----------
          <S>                                       <C>             <C>             <C>             <C>
          Available-for-sale:
             U.S. Treasury securities                  $81,063             $25           $(599)        $80,489
             Commercial paper                           50,742             -               (11)         50,731
             Certificates of deposit                   114,585              11            (169)        114,427
             Corporate debt securities                 196,131             122            (169)        196,084
             Other debt securities                       2,527             -               (15)          2,512
             Equity securities                          47,493           7,083          (4,813)         49,763
             Institutional fixed income fund           528,550          15,883          (2,967)        541,466
                                                    ----------      ----------      ----------      ----------
          Total available-for-sale                   1,021,091          23,124          (8,743)      1,035,472
                                                    ----------      ----------      ----------      ----------
          Held-to-maturity:
             Commercial paper                          449,493             -               -           449,493
             Certificates of deposit                   144,461             -               -           144,461
             Other debt securities                      49,217             -               -            49,217
                                                    ----------      ----------      ----------      ----------
          Total held-to-maturity                       643,171             -               -           643,171
                                                    ----------      ----------      ----------      ----------
                                                    $1,664,262         $23,124         $(8,743)     $1,678,643
                                                    ==========      ==========      ==========      ==========


                                                                      Gross           Gross
          (In thousands)                                            Unrealized      Unrealized        Fair
          At December 31, 2003                         Cost           Gains          (Losses)         Value
          ----------------------------------        ----------      ----------      ----------      ----------
          Available-for-sale:
             U.S. Treasury securities                 $152,851             $44            $(23)       $152,872
             Commercial paper                           42,964               4              (4)         42,964
             Certificates of deposit                    63,643              22             (27)         63,638
             Corporate debt securities                 212,198             252             (32)        212,418
             Other debt securities                       4,296             -               (11)          4,285
             Equity securities                          21,078          13,158            (188)         34,048
             Institutional fixed income fund           522,847          16,868             -           539,715
                                                    ----------      ----------      ----------      ----------
          Total available-for-sale                   1,019,877          30,348            (285)      1,049,940
                                                    ----------      ----------      ----------      ----------
          Held-to-maturity:
             Commercial paper                           60,107             -               -            60,107
             Certificates of deposit                       250             -               -               250
                                                    ----------      ----------      ----------      ----------
          Total held-to-maturity                        60,357             -               -            60,357
                                                    ----------      ----------      ----------      ----------
                                                    $1,080,234         $30,348           $(285)     $1,110,297
                                                    ==========      ==========      ==========      ==========
          </TABLE>



                                       9
<PAGE>

                                      WYETH
                    NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          The contractual maturities of debt securities classified as
          available-for-sale at June 30, 2004 were as follows:

                                                                         Fair
          (In thousands)                                    Cost         Value
          ----------------------------------------        --------      --------
          Available-for-sale:
             Due within one year                          $266,809      $266,613
             Due after one year through five years         167,098       166,505
             Due after five years through 10 years             -             -
             Due after 10 years                             11,141        11,125
                                                          --------      --------
                                                          $445,048      $444,243
                                                          ========      ========

          All held-to-maturity debt securities are due within one year and had
          aggregate fair values of $643.2 million at June 30, 2004.


Note 4.   New Credit Facility
          -------------------

          In February 2004, the Company replaced its $1,350.0 million, 364-day
          credit facility entered into in March 2003 with a $1,747.5 million,
          five-year facility. The new facility contains substantially identical
          financial and other covenants, representations, warranties, conditions
          and default provisions as the replaced facility.


                                       10
<PAGE>

                                      WYETH
                    NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 5.   Pensions and Other Postretirement Benefits
          ------------------------------------------

          In accordance with SFAS No. 132 (revised 2003), Employers' Disclosures
          about Pensions and Other Postretirement Benefits, an amendment of FASB
          Statement Nos. 87, 88, and 106, the following pension and other
          postretirement benefit plan disclosures are now required in interim
          financial statements.

          Net periodic benefit cost for the Company's defined benefit plans for
          the three and six months ended June 30, 2004 and 2003 (principally
          U.S.) was as follows:

          <TABLE>
          <CAPTION>
                                                                         Pensions
                                                      -----------------------------------------------
                                                         Three Months                Six Months
                                                        Ended June 30,             Ended June 30,
          (In thousands)                              -------------------       ---------------------
          Components of Net Periodic Benefit Cost      2004        2003           2004         2003
          ---------------------------------------     -------     -------       --------     --------
          <S>                                         <C>         <C>           <C>          <C>
          Service cost                                $38,172     $29,627        $73,543      $59,380
          Interest cost                                65,896      62,465        128,189      124,435
          Expected return on plan assets              (78,843)    (67,617)      (155,147)    (135,046)
          Amortization of prior service cost            2,834       2,763          5,677        5,515
          Amortization of transition obligation          (405)       (373)          (827)        (752)
          Recognized net actuarial loss                27,691      26,081         50,154       52,128
          Settlement loss                                 -           -              -         13,034
                                                      -------     -------       --------     --------
          Net periodic benefit cost                   $55,345     $52,946       $101,589     $118,694
                                                      =======     =======       ========     ========
          </TABLE>

          <TABLE>
          <CAPTION>
                                                              Other Postretirement Benefits
                                                      ---------------------------------------------
                                                         Three Months               Six Months
                                                        Ended June 30,            Ended June 30,
          (In thousands)                              -------------------       -------------------
          Components of Net Periodic Benefit Cost      2004        2003          2004        2003
          ---------------------------------------     -------     -------       -------     -------
          <S>                                         <C>         <C>           <C>         <C>
          Service cost                                $10,550      $9,524       $21,695     $19,039
          Interest cost                                22,613      23,572        46,173      47,118
          Amortization of prior service cost           (4,478)       (563)       (8,187)     (1,125)
          Recognized net actuarial loss                 3,771       4,676        11,611       9,347
                                                      -------     -------       -------     -------
          Net periodic benefit cost                   $32,456     $37,209       $71,292     $74,379
                                                      =======     =======       =======     =======
          </TABLE>

          As of June 30, 2004, $19.8 million and $50.1 million of contributions
          have been made in 2004 to the Company's defined benefit pension plans
          and other postretirement benefit plans, respectively. The Company
          presently anticipates further contributions of approximately $256.0
          million and $90.0 million to fund its defined benefit pension and
          other postretirement benefit plans in 2004.

          The Financial Accounting Standards Boards (FASB) Staff Position No.
          106-2, Accounting and Disclosure Requirements Related to the Medicare
          Prescription Drug, Improvement and Modernization Act of 2003, was
          recently issued to provide guidance on the accounting for the effects
          of the Medicare Prescription Drug, Improvement and Modernization Act
          of 2003 (the Act). The Act provides for a federal subsidy to sponsors
          of retiree health care benefit plans that provide a benefit that is at
          least actuarially


                                       11
<PAGE>

                                      WYETH
                    NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          equivalent to Medicare Part D. The federal subsidy is based on 28% of
          an individual beneficiary's annual prescription drug costs between
          $250 and $5,000 (subject to indexing and the provisions of the Act as
          to "allowable retiree costs"). Wyeth provides prescription drug
          coverage to retirees meeting certain age and service requirements. For
          retirees covered under the plan, the Company's management believes the
          coverage provided by Wyeth affords retirees lower out-of-pocket costs
          than would result if coverage were provided under Medicare Part D. As
          such, the Company's management has concluded that Wyeth's plan is at
          least actuarially equivalent to Medicare Part D.

          The Company adopted FASB Staff Position No. 106-2 during the 2004
          second quarter. Accordingly, the Company's postretirement benefit
          obligation has been remeasured as of January 1, 2004 in order to
          reflect the impact of the Act. As a result of the remeasurement, an
          unrecognized actuarial gain was realized during the 2004 second
          quarter, which reduced the Company's accumulated postretirement
          benefit obligation by approximately $195.4 million. This unrecognized
          actuarial gain is being amortized over the average working life (which
          approximates 10 years) of the Company's employees eligible for
          postretirement benefits beginning January 1, 2004. The effect of the
          Act also decreased the Company's 2004 first half postretirement
          benefits expense by approximately $15.4 million. This reduction
          consisted of lower service and interest costs of $3.0 million and $6.1
          million, respectively, as well as decreased amortization of $6.3
          million related to recognized actuarial losses.


Note 6.   Restructuring Program
          ---------------------

          2003 Restructuring Charge and Related Asset Impairments

          In December 2003, the Company recorded a special charge for
          manufacturing restructurings and related asset impairments of $487.9
          million. The Company recorded these restructuring charges,
          including personnel and other costs, in accordance with SFAS No. 146,
          Accounting for Costs Associated with Exit or Disposal Activities, and
          its asset impairments in accordance with SFAS No. 144, Accounting for
          the Impairment of Long-Lived Assets. The restructuring charges and
          related asset impairments impacted only the Pharmaceuticals segment
          and were recorded to recognize the costs of closing certain
          manufacturing facilities, as well as the elimination of certain
          positions at the Company's facilities. As of June 30, 2004, the
          Company is continuing with the 2003 restructuring program. The
          majority of the contract settlement costs are scheduled to be paid
          over an extended period of time based on the contractual terms of the
          agreements, which extend through 2005.


                                       12
<PAGE>

                                      WYETH
                    NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          The activity in the restructuring accruals was as follows:

          <TABLE>
          <CAPTION>
                                                       Reserve at     Payments/     Reserve at
          (In thousands)                  Total      December 31,      Non-cash       June 30,
          2003 Restructuring             Charges             2003       Charges           2004
          -------------------------     --------     ------------     ---------     ----------
          <S>                           <C>          <C>              <C>           <C>
          Personnel costs                 $3,400           $3,400       $(2,700)          $700
          Asset impairments              419,400              -             -              -
          Contract settlement costs       47,900           45,200        (4,300)        40,900
          Other closure/exit costs        17,200           17,200       (16,300)           900
                                        --------     ------------     ---------     ----------
                                        $487,900          $65,800      $(23,300)       $42,500
                                        ========     ============     =========     ==========
          </TABLE>

          2002 Restructuring Charge and Related Asset Impairments

          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 these
          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,
          which are permanent and affected all of the Company's segments,
          including Corporate, are substantially complete. As of June 30, 2004,
          the Company is continuing with the 2002 restructuring program. The
          timing of the remaining personnel costs to be paid has been delayed
          since, in many instances, the terminated employees elected or were
          required to receive their severance payments over an extended period
          of time. However, substantially all of the payments are expected to be
          made during 2004. The activity in the restructuring accruals was as
          follows:

          <TABLE>
          <CAPTION>
                                                                      Payments/
                                                       Reserve at      Non-cash     Reserve at
          (In thousands)                   Total     December 31,       Charges       June 30,
          2002 Restructuring             Charges             2003       in 2004           2004
          ------------------------      --------     ------------     ---------     ----------
          <S>                           <C>          <C>              <C>           <C>
          Personnel costs               $194,600          $36,800      $(17,500)       $19,300
          Asset impairments               68,700              -             -              -
          Other closure/exit costs        77,500           27,900       (11,200)        16,700
                                        --------     ------------     ---------     ----------
                                        $340,800          $64,700      $(28,700)       $36,000
                                        ========     ============     =========     ==========
          </TABLE>


                                       13
<PAGE>

                                      WYETH
                    NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 7.   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.

          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 (other than
          the diet drug litigation discussed immediately below) 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.

          The Company has been named as a defendant in numerous legal actions
          relating to 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,
          which the Company estimated were used in the United States, prior to
          their 1997 voluntary market withdrawal, by approximately 5.8 million
          people. These actions allege, among other things, that the use of
          REDUX and/or PONDIMIN, independently or in combination with
          phentermine, caused certain serious conditions, including valvular
          heart disease.

          On October 7, 1999, the Company announced a nationwide class action
          settlement (the settlement) to resolve litigation brought against the
          Company regarding the use of the diet drugs REDUX or PONDIMIN. The
          settlement covered all claims arising out of the use of REDUX or
          PONDIMIN, except for claims of primary pulmonary hypertension (PPH),
          and was open to all REDUX or PONDIMIN users in the United States.

          The number of individuals who have filed claims within the settlement
          that allege significant heart valve disease (known as "matrix" claims)
          has been higher than had been anticipated. The settlement agreement
          grants the Company access to claims data maintained by the settlement
          trust (the Trust). Based on its review of that data, the Company
          understands that, as of July 14, 2004, the Trust had recorded
          approximately 116,710 matrix claim forms. Approximately 31,380
          of these forms were so deficient, incomplete or duplicative of other
          forms filed by the same claimant that, in the Company's view, it is
          unlikely that a significant number of these forms will result in
          further claims processing.

          The Company's understanding of the status of the remaining
          approximately 85,330 forms, based on its analysis of data received
          from the Trust through July 14, 2004, is as follows. Approximately
          19,200 of the matrix claims had been processed to completion, with
          those claims either paid (approximately 3,330 payments, totaling
          $1,230.1 million, had been made to approximately 3,190 claimants),
          denied or in show cause proceedings (approximately 14,340) or
          withdrawn. Approximately 2,760 claims were in some stage of the 100%
          audit process ordered in late 2002 by the federal court overseeing the


                                       14
<PAGE>

                                      WYETH
                    NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


          national settlement. Approximately 16,980 claims alleged
          conditions that, if true, would entitle the claimant to receive a
          matrix award; these claims had not yet entered the audit process.
          Another approximately 23,730 claims with similar allegations have been
          purportedly substantiated by physicians or filed by law firms whose
          claims are now subject to the outcome of the Trust's Claims Integrity
          Program, discussed below. Approximately 22,490 claim forms did not
          contain sufficient information even to assert a matrix claim, although
          some of those claim forms could be made complete by the submission of
          additional information and could therefore become eligible to proceed
          to audit in the future. The remaining approximately 170 claims were in
          the data entry process and could not be assessed.

          In addition to the approximately 116,710 matrix claims filed as of
          July 14, 2004, additional class members may progress to the matrix
          stage through 2015 if they develop a matrix condition in the future,
          have registered with the Trust by May 3, 2003, and have demonstrated
          FDA+ regurgitation (i.e., mild or greater aortic regurgitation, or
          moderate or greater mitral regurgitation) or mild mitral regurgitation
          on an echocardiogram conducted after diet drug use and obtained either
          outside of the Trust by January 3, 2003 or within the Trust's
          screening program.

          The Company's understanding, based on data received from the Trust
          through July 14, 2004, is that audits had produced preliminary or
          final results on 4,396 of the claims that had begun the 100% audit
          process since its inception. Of these, 1,539 were found to be payable
          at the amount claimed and 137 were found to be payable at a lower
          amount than had been claimed. The remaining claims were found
          ineligible for a matrix payment, although the claimants may appeal
          that determination to the federal court overseeing the settlement.
          Because of numerous issues concerning the audit process raised in
          motions and related proceedings now pending before the federal court,
          the Company cannot predict the ultimate outcome of the audit process.

          Both the volume and types of claims seeking matrix benefits received
          by the Trust to date differ materially from the epidemiological
          projections on which the court's approval of the settlement agreement
          was predicated. Based upon data received from the Trust, approximately
          93% of the 16,980 matrix claimants who allege conditions that, if
          true, would entitle them to an award (and approximately 98% of the
          approximately 23,730 claims certified by physicians and/or law firms
          currently subject to the Trust's Integrity Program) seek an award
          under Level II of the five-level settlement matrix. (Level II covers
          claims for moderate or severe mitral or aortic valve regurgitation
          with complicating factors; depending upon the claimant's age at the
          time of diagnosis, and assuming no factors are present that would
          place the claim on one of the settlement's reduced payment matrices,
          awards under Level II ranged from $192,111 to $643,500 on the
          settlement agreement's payment matrix.)

          An ongoing investigation, which the Company understands is being
          conducted by counsel for the Trust, and discovery conducted to date by
          the Company in connection with certain Intermediate and Back-End opt
          out cases (brought by some of the same


                                       15
<PAGE>

                                      WYETH
                    NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


          lawyers who have filed these Level II claims and supported by some of
          the same cardiologists who have certified the Level II claims) cast
          substantial doubt on the merits of many of these matrix claims and
          their eligibility for a matrix payment from the Trust. Therefore, in
          addition to the 100% audit process, the Trust has embarked upon a
          Claims Integrity Program, which is designed to protect the Trust from
          paying illegitimate or fraudulent claims.

          Pursuant to the Claims Integrity Program, the Trust has required
          additional information concerning matrix claims purportedly
          substantiated by 18 identified physicians or filed by two law firms in
          order to determine whether to permit those claims to proceed to audit.
          Based upon data obtained from the Trust, the Company believes that
          approximately 23,730 matrix claims were purportedly substantiated by
          the 18 physicians and/or filed by the two law firms covered by the
          Claims Integrity Program as of July 14, 2004. It is the Company's
          understanding that additional claims substantiated by additional
          physicians or filed by additional law firms might be subjected to the
          same requirements of the Claims Integrity Program in the future. As an
          initial step in the integrity review process, each of the identified
          physicians has been asked to complete a comprehensive questionnaire
          regarding each claim and the method by which the physician reached the
          conclusion that it was valid. The ultimate disposition of any or all
          claims that are subject to the Claims Integrity Program is at this
          time uncertain. Counsel for certain claimants affected by the program
          have challenged the Trust's authority to implement the Claims
          Integrity Program and to require completion of the questionnaire
          before determining whether to permit those claims to proceed to audit.
          While that motion was denied by the court, additional challenges to
          the Claims Integrity Program and to the Trust's matrix claim
          processing have been filed.

          In late 2003, the Trust adopted a program to prioritize the handling
          of those matrix claims that it believed were least likely to be
          illegitimate. Under the program, claims under Levels III, IV and V
          were to be processed and audited on an expedited basis. (Level III
          covers claims for heart valve disease requiring surgery to repair or
          replace the valve, or conditions of equal severity. Levels IV and V
          cover complications from, or more serious conditions than, heart valve
          surgery.) The program prioritized the auditing of, inter alia, Level I
          claims, all claims filed by a claimant without counsel (i.e., on a pro
          se basis) and Level II claims substantiated by physicians who have
          attested to fewer than 20 matrix claims.

          On April 15, 2004, the Trust announced that it would cease temporarily
          to audit or act on audit results of Level I and Level II matrix
          claims. The Trust stated that it would continue to initiate audits
          with respect to Level III, IV and V matrix claims and would continue
          to act on the results of audits of Level III, IV and V claims. It also
          announced that "[d]ue to concerns about the manner in which
          echocardiograms have been taken, recorded and presented, the Trust is
          reviewing all echocardiograms and related materials prior to payment
          of claims on which they are based and, where possible, prior to
          initiation of a medical audit. This will result in a temporary delay
          in initiating audits and in payments following audit. Where the review
          of the echocardiogram reveals substantial

                                       16
<PAGE>

                                      WYETH
                    NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


          evidence of an intentional, material misrepresentation that calls into
          question the validity of a claim, the Trust will not pay the claim."

          In a joint motion filed in the U.S. District Court for the Eastern
          District of Pennsylvania on May 4, 2004, the Company, counsel for the
          plaintiff class in the nationwide settlement and counsel for a number
          of individual class members moved to stay for 60 days the processing
          and payment of Level I and Level II matrix claims and certain
          associated court proceedings. That motion was granted by the court on
          May 10, 2004. The stay was intended to provide the parties with an
          opportunity to draft and submit to the court a Seventh Amendment to
          the settlement agreement that would create a new claims processing
          structure, funding arrangement and payment schedule for these claims.
          On July 13, 2004, the District Court extended the stay, which had
          expired on July 9, 2004, until July 21, 2004. On July 21, the parties
          informed the Court that an agreement had been reached on the terms of
          the proposed Seventh Amendment and that the parties had placed the
          signed agreement in escrow with the Court's Special Master while the
          parties finalized the exhibits to the agreement, including the
          proposed Form of Notice to the class. At the parties' request, the
          Court extended the stay on the processing and payment of Level I and
          Level II claims until August 4, 2004. On August 5, the stay was again
          extended, through August 10, 2004. If the parties file a motion for
          preliminary approval of the proposed Seventh Amendment by August 10,
          the stay will automatically be extended until the District Court
          enters an order granting or denying that motion.

          The proposed Seventh Amendment would require preliminary court
          approval, notice to the class and an opportunity for class members to
          opt out of the Seventh Amendment process, final agreement by the
          Company following the opt out period, trial court approval and final
          judicial approval. If finalized and approved, the proposed Seventh
          Amendment would include the following key terms:

          o    The amendment would create a new Supplemental Fund, to be
               administered by a Fund Administrator who will be appointed by the
               District Court and who will process the Level I and Level II
               matrix claims;

          o    The Company would make initial payments of up to $50.0 million to
               facilitate the establishment of the Supplemental Fund. Following
               approval by the federal court overseeing the settlement and any
               appellate courts, the Company would make an initial payment of
               $400.0 million. The timing of additional payments would be
               dictated by the rate of review and payment of claims by the Fund
               Administrator. The Company would ultimately deposit a total of
               $1,275.0 million, net of certain credits, into the Supplemental
               Fund;

          o    All current matrix Level I and II claimants who qualify under the
               Seventh Amendment, who pass the Settlement Fund's medical review
               and who otherwise satisfy the requirements of the settlement
               would receive a pro rata share of the $1,275.0 million
               Supplemental Fund, after deduction of certain expenses and other
               amounts from the Supplemental Fund. The pro rata amount would
               vary depending upon the number of claimants who pass medical
               review, the nature of their claims, their age and other factors.
               A Seventh Amendment participant who

                                       17
<PAGE>

                                      WYETH
                    NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)



               does not qualify for a payment after such medical review would be
               paid $2,000 from the Supplemental Fund;

          o    Participating class members who would in the future have been
               eligible to file Level I and Level II matrix claims would be
               eligible to receive a $2,000 payment from the settlement Trust;
               such payments would be funded by the Company apart from its other
               funding obligations under the national settlement;

          o    If the participants in the Seventh Amendment have surgery or
               other more serious medical conditions on Matrix Levels III-V by
               the earlier of fifteen years from the date of their last diet
               drug ingestion or by December 31, 2011, they would remain
               eligible to submit claims to the existing settlement Trust and be
               paid the current matrix amounts if they qualify for such payments
               under terms modified by the Seventh Amendment. In the event the
               existing settlement Trust is unable to pay those claims, the
               Company would guarantee payment; and

          o    Class members would have the right to opt out of the Seventh
               Amendment and to remain bound by the terms of the existing
               national settlement. The Company, however, would have the right
               to withdraw from the Seventh Amendment if participation by class
               members is inadequate or for other reasons. All class members who
               participate in the Seventh Amendment would give up any further
               opt-out rights. Approval of the Seventh Amendment would also
               preclude any lawsuits by the Trust or the Company to recover any
               amounts previously paid to class members by the Trust, as well as
               terminate the Claims Integrity Program as to all claimants who do
               not opt out of the Seventh Amendment.

          There can be no assurance that the Company will ultimately proceed
          with the amendment (based upon the level of participation in the
          amendment or for other reasons), or that the amendment will be
          approved by the court and upheld on appeal.

          The Trust has indicated that one of the goals of the Claims Integrity
          Program referenced above is to recoup funds from those entities that
          caused the Trust to pay illegitimate claims and the Trust has filed
          two lawsuits to that end. The Trust has filed a suit alleging
          violations of the Racketeer Influenced and Corrupt Organizations
          (RICO) Act against a Kansas City cardiologist who attested under oath
          to the validity of over 2,500 matrix claims. The suit alleges that the
          cardiologist intentionally engaged in a pattern of racketeering
          activity to defraud the Trust. The Trust has also filed a lawsuit
          against a New York cardiologist who attested under oath to the
          validity of 83 matrix claims, alleging that the cardiologist engaged
          in, among other things, misrepresentation, fraud, conspiracy to commit
          fraud, and gross negligence.

          The Trust has filed a number of motions directed at the conduct of the
          companies that performed the echocardiograms on which many matrix
          claims are based. In a pair of motions related to the activities of a
          company known as EchoMotion, the Trust has asked the court to stay
          payment of claims already audited and found payable in whole or in
          part if the echocardiogram was performed by EchoMotion and to
          disqualify all echocardiograms by EchoMotion that have been used to
          support matrix claims that have not yet been audited. In addition, the
          Trust has filed a motion seeking discovery of 14


                                       18
<PAGE>

                                      WYETH
                    NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


          specific companies whose echocardiograms support a large number of
          claims to determine whether their practices violate the settlement.
          The Trust has also moved to stay and/or disqualify claims brought by
          claimants represented by certain law firms or attested to by certain
          physicians. The Company has joined in certain of these motions and has
          filed its own motions addressing the abuse of the matrix claims
          process and seeking an emergency stay of claim processing. All of
          these motions, as well as the Trust lawsuits referenced above, have
          also been stayed pending the resolution of the outstanding issues
          involving the proposed Seventh Amendment. As indicated above, approval
          of the Seventh Amendment would result in the withdrawal of these
          motions as to claimants who do not opt out of the Seventh Amendment.

          The Company continues to monitor the progress of the Trust's audit
          process and its Claims Integrity Program. Even if substantial progress
          is made by the Trust, through its Claims Integrity Program or other
          means, in reducing the number of illegitimate matrix claims, a
          significant number of the claims which proceed to audit might be
          interpreted as satisfying the matrix eligibility criteria,
          notwithstanding the possibility that the claimants may not in fact
          have serious heart valve disease. If so, notwithstanding any agreement
          to, or approval of, the Seventh Amendment described above, matrix
          claims found eligible for payment after audit may cause total payments
          to exceed the $3,750.0 million cap of the settlement fund.

          Should the settlement fund be exhausted, most of the matrix claimants
          who filed their matrix claims on or before May 3, 2003 and who pass
          the audit process at a time when there are insufficient funds to pay
          their claims may pursue an additional opt out right created by the
          Sixth Amendment to the settlement agreement, unless the Company first
          elects, in its sole discretion, to pay the matrix benefit after audit.
          Sixth Amendment opt out claimants may then sue the Company in the tort
          system, subject to the settlement's limitations on such claims. In
          addition to the limitations on all Intermediate and Back-End opt outs
          (such as the prohibition on seeking punitive damages and the
          requirement that the claimant sue only on the valve condition that
          gave rise to the claim), a Sixth Amendment opt out may not sue any
          defendant other than the Company and may not join his or her claim
          with the claim of any other opt out. The Company cannot predict the
          ultimate number of individuals who might be in a position to elect a
          Sixth Amendment opt out or who may in fact elect to do so, but that
          number could be substantial. Several class members affected by the
          terms of the Sixth Amendment opposed the approval of the amendment on
          the ground that, should the settlement fund be exhausted, they should
          be entitled to pursue tort claims, including a claim for punitive
          damages, without the limitations imposed by the Sixth Amendment. While
          the District Court overruled those objections and approved the
          amendment, the class members have appealed to the United States Court
          of Appeals for the Third Circuit. That appeal has been fully briefed
          and argued and is awaiting decision. The Company cannot predict the
          outcome of this appeal.

          Some individuals who registered to participate in the settlement by
          May 3, 2003, who had demonstrated either FDA+ level regurgitation or
          mild mitral regurgitation on an


                                       19
<PAGE>

                                      WYETH
                    NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


          echocardiogram completed after diet drug use and conducted either
          outside of the settlement prior to January 3, 2003 or within the
          settlement's screening program, and who subsequently develop (at any
          time before the end of 2015) a valvular condition that would qualify
          for a matrix payment may elect to pursue a Back-End opt out. Such
          individuals may pursue a Back-End opt out within 120 days of the date
          on which they first discover or should have discovered their matrix
          condition. The Company cannot predict the ultimate number of
          individuals who may be in a position to elect a Back-End opt out or
          who may in fact elect to do so, but that number could also be
          substantial.

          The Company's current understanding is that approximately 76,000
          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 Trust after January 3,
          2003, who may exercise Intermediate opt out rights within 120 days
          after the date of their echocardiogram). The number of Back-End opt
          out forms received as of July 14, 2004 is estimated to be
          approximately 20,000, although certain additional class members may
          elect to exercise Back-End opt out rights in the future (under the
          same procedure as described above) even if the settlement fund is not
          exhausted. After eliminating forms that are duplicative of other
          filings, forms that are filed on behalf of individuals who have
          already either received payments from the Trust or settlements from
          the Company, and forms that are otherwise invalid on their face, it
          appears that approximately 77,000 individuals had filed Intermediate
          or Back-End opt out forms as of July 14, 2004.

          Purported Intermediate or Back-End opt outs (as well as Sixth
          Amendment opt outs) who meet the settlement's medical eligibility
          requirements may pursue lawsuits against the Company, but must prove
          all elements of their claims - including liability, causation and
          damages - 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. To effectuate these
          provisions of the settlement, the federal court overseeing the
          settlement had issued orders limiting the evidence that could be used
          by plaintiffs in such cases. Those orders, however, were challenged on
          appeal and were reversed by a panel of the U.S. Court of Appeals for
          the Third Circuit in May 2004. The Company's petition to the Third
          Circuit for a rehearing or rehearing en banc was subsequently denied.
          The Company is considering a petition to the United States Supreme
          Court for a writ of certiorari.

          In addition to the specific matters discussed herein, the federal
          court overseeing the national settlement has issued a number of
          rulings concerning the processing of matrix claims and the rights of,
          and limitations placed on, class members by the terms of the
          settlement. Several of those rulings are being challenged on appeal.
          Certain class members have also filed a number of motions and lawsuits
          attacking both the binding effect of the settlement and the
          administration of the Trust, some of which have been decided against
          class members and are currently on appeal. The Company cannot predict
          the outcome of any of these motions or lawsuits.


                                       20
<PAGE>

                                      WYETH
                    NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


          As of July 19, 2004, approximately 53,000 individuals who had filed
          Intermediate or Back-End opt out forms had served lawsuits on the
          Company. The claims of approximately 42% of the plaintiffs in the
          Intermediate and Back-End opt out cases served on the Company are
          pending in federal court, with approximately 36% pending in state
          courts. The claims of approximately 22% of the Intermediate and
          Back-End opt out plaintiffs have been removed from state courts to
          federal court, but are still subject to a possible remand to state
          court. The Company expects to challenge vigorously all Intermediate
          and Back-End opt out claims of questionable validity or medical
          eligibility and a number of cases have already been dismissed on
          eligibility grounds. However, the total number of filed lawsuits that
          meet the settlement's opt out criteria will not be known for some
          time. As a result, the Company cannot predict the ultimate number of
          purported Intermediate or Back-End opt outs that will satisfy the
          settlement's opt out requirements, but that number could be
          substantial. As to those opt outs who are found eligible to pursue a
          lawsuit, the Company also intends to vigorously defend these cases.

          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. The Company intends vigorously to defend those
          initial opt out cases that cannot be resolved prior to trial.

          On July 27, 2004, a Philadelphia jury in the Pennsylvania Court of
          Common Pleas, First Judicial District, hearing the Intermediate opt
          out cases of Istnick v. Wyeth, et al., No. 021200268, and Clepper v.
          Wyeth, et al., No. 021202456, returned a verdict finding that
          plaintiff Istnick had not been damaged by her use of PONDIMIN and that
          plaintiff Clepper had been damaged in the amount of $48,000 by the use
          of PONDIMIN. The Istnick case was thereupon dismissed and the parties
          resolved the Clepper case. On July, 30, 2004, a Philadelphia jury in
          the Pennsylvania Court of Common Pleas, First Judicial District,
          hearing the Intermediate opt out case of Cannon v. Wyeth, et al., No.
          021201534, returned a defense verdict finding that plaintiff Cannon
          had not proven that she had valvular heart disease. The
          Istnick/Clepper and the Cannon cases were tried under a reverse
          bifurcation procedure, in which the parties first try the issue of the
          plaintiff's alleged injury and damages, and only proceed to a trial of
          the Company's liability for the jury's award if any damages are found.
          Because the Istnick/Clepper and Cannon cases were resolved by the
          damage phase, the cases did not proceed to the liability phase. On
          August 6, 2004, a Philadelphia jury in the Pennsylvania Court of
          Common Pleas, First Judicial District, hearing the combined Back-End
          opt out cases of Davis v. Wyeth, et al., No. 021101477, Sidwell v.
          Wyeth, et al., No 021101431, Roberts v. Wyeth, et al., No. 021102564,
          May v. Wyeth, et al., No. 021103564, and Rogowski v. Wyeth, et al.,
          No. 021201594 returned a verdict in favor of the plaintiffs, awarding
          plaintiff Davis $1,000 in damages and the remaining plaintiffs $750
          each in damages.

          On April 27, 2004, a jury in Beaumont, Texas hearing the case of
          Coffey, et al. v. Wyeth, et al., No. E-167,334, 172nd Judicial
          District Court, Jefferson Cty., TX, returned a verdict in favor of the
          plaintiffs for $113.353 million in compensatory damages and


                                       21
<PAGE>

                                      WYETH
                    NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


          $900.0 million in punitive damages for the wrongful death of the
          plaintiffs' decedent, allegedly as a result of PPH caused by her use
          of PONDIMIN. On May 17, 2004, the trial court entered judgment on
          behalf of the plaintiffs for the full amount of the jury's verdict, as
          well as $4.2 million in pre-judgment interest and $188,737 in guardian
          ad litem fees. On July 26, 2004, the trial court denied in their
          entirety the Company's motions for a new trial or for judgment
          notwithstanding the verdict, including the Company's request for
          application of Texas's statutory cap on punitive damage awards. The
          Company intends to file an appeal from the judgment entered by the
          trial court and believes that it has strong arguments for reversal or
          reduction of the awards on appeal due to the significant number of
          legal errors made during trial and in the charge to the jury and due
          to a lack of evidence to support aspects of the verdict. In connection
          with its appeal, the Company will be required to post a bond, which,
          under Texas law, may not exceed $25.0 million. The appeal process is
          expected to take one to two years at a minimum.

          As of July 16, 2004, the Company was a defendant in approximately 350
          lawsuits in which the plaintiff alleges a claim of PPH, alone or with
          other alleged injuries. Almost all of these claimants must meet the
          definition of PPH set forth in the national settlement agreement in
          order to pursue their claims outside of the national settlement
          (payment of such claims, by settlement or judgment, would be made by
          the Company and not the Trust). Approximately 75 of these cases appear
          to be eligible to pursue a PPH lawsuit under the terms of the national
          settlement. In approximately 50 of these cases the Company expects the
          PPH claims to be voluntarily dismissed by the claimants (although they
          may continue to pursue other claims). In approximately 45 of these
          cases the Company has filed or expects to file motions under the terms
          of the national settlement to preclude plaintiffs from proceeding with
          their PPH claims. For the balance of these cases, the Company
          currently has insufficient medical information to assess whether or
          not the claimants meet the definition of PPH under the national
          settlement. The Company continues to work toward resolving the claims
          of individuals who allege that they have developed PPH as a result of
          their use of the diet drugs and intends vigorously to defend those PPH
          cases that cannot be resolved prior to trial.

          In 2003, the Company increased its reserves in connection with the
          REDUX and PONDIMIN diet drug matters by $2,000.0 million, bringing the
          total of the charges taken to date to $16,600.0 million. The $3,261.3
          million reserve balance at June 30, 2004 represents management's best
          estimate of the minimum aggregate amount anticipated to cover payments
          in connection with the Trust, up to its cap, initial opt outs, PPH
          claims, Intermediate, Back-End or Sixth Amendment opt outs
          (collectively, the "downstream" opt outs), and the Company's legal
          fees related to the diet drug litigation. Due to its inability to
          estimate the ultimate number of valid downstream opt outs, and the
          merits and value of their claims, as well as the inherent uncertainty
          surrounding any litigation, the Company is unable to estimate the
          amount of any additional financial exposure represented by the
          downstream opt out litigation. However, the amount of financial
          exposure beyond that which has been recorded could be significant. In
          analyzing its reserve requirements, the Company has not considered
          final implementation of the


                                       22
<PAGE>

                                      WYETH
                    NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


          proposed Seventh Amendment to be more likely than not because there
          can be no assurance that the Company will ultimately proceed with the
          amendment (based upon the level of participation in the amendment or
          for other reasons), or that the amendment will be approved by the
          court and upheld on appeal. However, if the proposed Seventh Amendment
          is implemented, it is likely that additional reserves will be
          required. Any such additional reserves cannot be estimated at this
          time, but the amount of such additional reserves could be significant.

          The Company intends to vigorously defend itself in the diet drug
          litigation and believes it can marshal significant resources and legal
          defenses to limit its ultimate liability. However, in light of the
          circumstances discussed above, including the unknown number of valid
          matrix claims and the unknown number and merits of valid downstream
          opt outs, and the effect, if any, of the proposed Seventh Amendment
          referred to above, it is not possible to predict the ultimate
          liability of the Company in connection with its diet drug legal
          proceedings. It is therefore not possible to predict whether, and if
          so when, such proceedings will have a material adverse effect on the
          Company's financial condition, results of operations and/or cash flows
          and whether cash flows from operating activities and existing and
          prospective financing resources will be adequate to fund the Company's
          operations, pay all liabilities related to the diet drug litigation,
          pay dividends, maintain the ongoing programs of capital expenditures,
          and repay both the principal and interest on its outstanding
          obligations without the disposition of significant strategic core
          assets and/or reductions in certain cash outflows.


Note 8.   Company Data by Segment
          -----------------------

          The Company has four reportable segments: Wyeth Pharmaceuticals
          (Pharmaceuticals), Wyeth Consumer Healthcare (Consumer Healthcare),
          Fort Dodge Animal Health (Animal Health) and Corporate. The Company's
          Pharmaceuticals, Consumer Healthcare and Animal Health reportable
          segments are strategic business units that offer different products
          and services. Beginning in the 2003 fourth quarter, the Company
          changed its reporting structure to include the Animal Health business
          as a separate reporting segment. The Animal Health business was
          previously reported within the Pharmaceuticals segment. Prior period
          information presented herein has been restated to be on a comparable
          basis. The reportable segments are managed separately because they
          manufacture, distribute and sell distinct products and provide
          services that require various technologies and marketing strategies.
          The Company's Corporate segment is responsible for the treasury, tax
          and legal operations of the Company's businesses and maintains and/or
          incurs certain assets, liabilities, income, expense, gains and losses
          related to the overall management of the Company which are not
          allocated to the other reportable segments.


                                       23
<PAGE>

                                      WYETH
                    NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


          <TABLE>
          <CAPTION>
                                                             Net Revenue
                                       --------------------------------------------------------
                                             Three Months                    Six Months
                                            Ended June 30,                 Ended June 30,
          (In thousands)               -------------------------      -------------------------
          Segment                         2004           2003            2004           2003
          ------------------------     ----------     ----------      ----------     ----------
          <S>                          <C>            <C>             <C>            <C>
          Pharmaceuticals              $3,392,977     $2,979,528      $6,600,563     $5,954,586
          Consumer Healthcare             591,402        553,085       1,179,753      1,085,089
          Animal Health                   238,826        213,943         457,678        395,938
                                       ----------     ----------      ----------     ----------

          Total                        $4,223,205     $3,746,556      $8,237,994     $7,435,613
                                       ==========     ==========      ==========     ==========
          </TABLE>


          <TABLE>
          <CAPTION>
                                                         Income Before Taxes
                                       --------------------------------------------------------
                                             Three Months                    Six Months
                                            Ended June 30,                 Ended June 30,
          (In thousands)               -------------------------      -------------------------
          Segment                         2004           2003            2004           2003
          ------------------------     ----------     ----------      ----------     ----------
          <S>                          <C>            <C>             <C>            <C>
          Pharmaceuticals(1)             $965,840     $1,045,233      $1,837,953     $1,962,887
          Consumer Healthcare             104,635        149,000         214,093        229,204
          Animal Health                    50,341         38,133          88,035         64,361
          Corporate(2)                    (57,738)      (124,154)       (133,112)       634,348
                                       ----------     ----------      ----------     ----------

          Total(3)                     $1,063,078     $1,108,212      $2,006,969     $2,890,800
                                       ==========     ==========      ==========     ==========
          </TABLE>


          (1)  Pharmaceuticals for the 2004 first half included a first quarter
               charge of $145,500 within Research and development expenses
               related to the upfront payment to Solvay in connection with the
               co-development and co-commercialization of four neuroscience
               compounds, most notably, bifeprunox, a late stage compound in
               Phase 3 development for schizophrenia and other possible uses.

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

          (3)  Income before taxes included $12,900 and $153,600 for the 2004
               second quarter and first half, respectively, and $287,500 and
               $290,200 for the 2003 second quarter and first half,
               respectively, related to gains from the divestiture of certain
               Pharmaceuticals and Consumer Healthcare products. The 2004
               divestitures included product rights to indiplon, DIAMOX (in
               Japan), and the Company's nutritionals products in France. The
               2003 divestitures included product rights in various territories
               to ATIVAN, ISORDIL, DIAMOX (excluding Japan), ZIAC, ZEBETA,
               AYGESTIN, ANACIN and SONATA.


Note 9.   Immunex/Amgen Transactions
          --------------------------

          During the first quarter of 2003, the Company completed the sale of
          31,235,958 shares of Amgen common stock held by the Company at
          December 31, 2002. These 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).


                                       24
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                 Three Months and Six Months Ended June 30, 2004


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

          Overview
          --------

          Wyeth is one of the world's largest research-based pharmaceutical and
          health care products companies and is a leader in the discovery,
          development, manufacturing and marketing of pharmaceuticals, vaccines,
          biopharmaceuticals, non-prescription medicines and animal health care.
          The Company has four reportable segments: Wyeth Pharmaceuticals
          (Pharmaceuticals), Wyeth Consumer Healthcare (Consumer Healthcare),
          Fort Dodge Animal Health (Animal Health) and Corporate, which are
          managed separately because they manufacture, distribute and sell
          distinct products and provide services which require various
          technologies and marketing strategies. These segments reflect how
          senior management reviews the business, makes investing and resource
          allocation decisions, and assesses operating performance.

          Our Pharmaceuticals segment, which provided 80% of our consolidated
          net revenue for the first half of both 2004 and 2003, manufactures,
          distributes and sells branded human ethical pharmaceuticals,
          biologicals and nutritionals. Principal products include neuroscience
          therapies, cardiovascular products, nutritionals, gastroenterology
          drugs, anti-infectives, vaccines, oncology therapies, musculoskeletal
          therapies, hemophilia treatments, immunological products and women's
          health care products. These products are promoted and sold worldwide
          primarily to wholesalers, pharmacies, hospitals, physicians, retailers
          and other human health care institutions.

          The Consumer Healthcare segment, which provided 14% of our
          consolidated net revenue for the first half of 2004 and 15% for the
          first half of 2003, manufactures, distributes and sells
          over-the-counter health care products, which include analgesics,
          cough/cold/allergy remedies, nutritional supplements, and
          hemorrhoidal, asthma and other relief items. These products generally
          are sold to wholesalers and retailers and are promoted primarily to
          consumers worldwide through advertising.

          Our Animal Health segment, which provided 6% of our consolidated net
          revenue for the first half of 2004 and 5% for the first half of 2003,
          manufactures, distributes, and sells animal biological and
          pharmaceutical products, including vaccines, pharmaceuticals, parasite
          control and growth implants. These products are sold to wholesalers,
          retailers, veterinarians and other animal health care institutions.

          The Corporate segment is responsible for the treasury, tax and legal
          operations of the Company's businesses. It maintains and/or incurs
          certain assets, liabilities, income, expenses, gains and losses
          related to the overall management of the Company that are not
          allocated to the other reportable segments.

          All of Wyeth's business units exhibited strong revenue growth for the
          2004 first half compared with the first half of 2003. Pharmaceuticals
          had net revenue growth of 11% to


                                       25
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                 Three Months and Six Months Ended June 30, 2004


          $6,600.6 million, which was spurred by the strong performance of
          several key products in the 2004 first half:

          o    EFFEXOR (a neuroscience therapy) - up 31% to $1,607.5 million
          o    PROTONIX (a gastroenterology drug) - up 19% to $799.7 million
          o    ZOSYN/TAZOCIN (an infectious disease drug) - up 28% to $363.7
               million
          o    ENBREL (a musculoskeletal therapy) - up 171% (internationally) to
               $291.0 million
          o    RAPAMUNE (an immunology product) - up 34% to $114.4 million

          Collectively, sales of these products increased 34% for the first half
          of 2004 compared with the first half of 2003.

          Other areas of revenue growth for the Pharmaceuticals segment for the
          2004 first half included ZOTON, BENEFIX and rhBMP-2 and alliance
          revenue from sales of ENBREL and the CYPHER* stent.

          The combined revenue increase from the Company's growth products more
          than offset the loss of revenue from the decline in sales of PREVNAR
          and the PREMARIN family of products in the 2004 first half.

          Both Consumer Healthcare and Animal Health posted strong results in
          the 2004 first half. Consumer Healthcare net revenue rose 9% to
          $1,179.7 million and Animal Health had net revenue growth of 16% to
          $457.7 million. The increase in Consumer Healthcare sales resulted
          primarily from global growth in the core brands ADVIL, CENTRUM,
          CALTRATE and ROBITUSSIN. The moxidectin family of products, led by
          strong sales of PROHEART 6 vaccine, were the principal drivers of
          Animal Health's growth.

          On a combined basis, Pharmaceuticals and Consumer Healthcare realized
          aggregate pre-tax gains from product divestitures amounting to
          approximately $153.6 million for the first half of 2004, $136.6
          million less than gains from product divestitures for the first half
          of 2003.

          In order to continue to succeed, the Company must overcome some
          significant challenges over the next few years. One of the biggest
          challenges is to defend the Company in the ongoing diet drug
          litigation (see Note 7 to the consolidated condensed financial
          statements). In this regard, we continue to support the appropriate
          handling of valid claims under the national class action settlement,
          which would be impacted by the implementation of the Seventh Amendment
          (see Note 7 to the consolidated condensed financial statements). At
          the same time, we are committed to vigorously defending the Company
          and aggressively eliminating fraud and abuse in the settlement.


          *    The active ingredient in RAPAMUNE, sirolimus, coats the CYPHER
               coronary stent marketed by Johnson & Johnson.


                                       26
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                 Three Months and Six Months Ended June 30, 2004


          In order for us to sustain the growth of our core group of products,
          we must continue to meet the global demand of our customers. Two of
          our important core products are PREVNAR and ENBREL, both
          biopharmaceutical products that are extremely complicated and
          difficult to manufacture. We continue to seek to improve manufacturing
          processes and overcome production issues. Necessary upgrades and
          improvements to the Company's PREVNAR filling line, which extended the
          planned plant shutdown in late 2003 and early 2004, have been
          completed and that line is now operational. During the 2004 second
          quarter, additional vial filling capacity became available through a
          third party filler and a second Wyeth bulk vaccine formulation suite
          became operational. Overall, supply in 2004 is expected to exceed the
          2003 level of 20 million doses.

          The construction of the Company's Grange Castle facility in Ireland,
          which remains on schedule to begin production in 2005, is critical to
          further expand the production of ENBREL and enable this important
          product to reach even more patients throughout the world.

          In July 2002, the National Institutes of Health (NIH) announced that
          it was discontinuing a portion of its Women's Health Initiative (WHI)
          study assessing the value of combination estrogen plus progestin
          therapy, and in early March 2004, the portion of the study addressing
          estrogen-only therapy also was discontinued. The Company remains
          committed to women's health care and stands behind the PREMARIN family
          of products as the standard of therapy to help women address serious
          menopausal symptoms. We have continued our efforts to inform
          physicians and patients of the appropriate role of hormone therapy
          (HT) for the short-term treatment of menopausal symptoms and
          introduced low-dose versions of PREMARIN and PREMPRO in 2003. Despite
          these efforts, sales of the PREMARIN family of products declined from
          approximately $679.3 million for the first half of 2003 to $488.6
          million for the first half of 2004. The launch of low-dose PREMARIN
          and PREMPRO has helped to moderate the decrease in sales.

          In April 2004, the Company announced the dissolution of our
          collaboration with MedImmune, Inc. (MedImmune) for the nasal flu
          vaccine FLUMIST (Influenza Virus Vaccine Live, Intranasal) and an
          investigational second-generation liquid formulation, Cold Adapted
          Influenza Vaccine-Trivalent (CAIV-T). As a result of the dissolution,
          MedImmune has worldwide rights to these products and will assume full
          responsibility for the manufacturing, marketing, and selling of
          FLUMIST. As part of the dissolution process, MedImmune will acquire
          Wyeth's distribution facility in Louisville, Kentucky. The Company is
          providing bulk manufacturing materials and will transfer clinical
          trial data, as well as provide manufacturing services, during a
          transition that the companies expect to complete in large part by
          fourth quarter 2004.

          The Company entered into inventory management agreements with the
          majority of full-line wholesalers in the 2004 second quarter. While
          the specific terms are confidential, essentially the wholesalers have
          agreed to maintain inventory at certain targeted levels. In return,
          the Company has agreed that the wholesalers will receive the
          opportunity to


                                       27
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                 Three Months and Six Months Ended June 30, 2004


          buy specific amounts of product at pre-price increase prices whenever
          Wyeth implements a price increase. As a result, we expect that both
          Wyeth and our wholesaler partners will be able to manage product flow
          and inventory levels in a way that more closely follows trends in
          prescriptions.

          Wyeth's focus is on maximizing the strong growth potential of our core
          group of patent protected innovative products that we have introduced
          in recent years as well as actively pursuing in-licensing
          opportunities. In March 2004, we announced an important alliance with
          Solvay Pharmaceuticals (Solvay) to co-develop and co-commercialize
          four neuroscience compounds, most notably, bifeprunox. This alliance
          is intended to supplement new product introductions expected to begin
          primarily in the 2006-2007 time period.

          The Company's principal strategy for success is based on R&D
          innovations. The Company intends to leverage its breadth of knowledge
          and resources across three development platforms (traditional
          pharmaceuticals, biopharmaceuticals and vaccines) to produce
          first-in-class and best-in-class therapies for significant unmet
          medical needs around the world.

          Generally, the Company faces the same difficult challenges that all
          research-based pharmaceutical companies are confronting, including
          political pressures in countries around the world to reduce
          prescription drug prices; increasingly stringent regulatory
          requirements that are raising the cost of drug development and
          manufacturing; and uncertainties about the outcome of key political
          issues in the United States regarding drug importation.

          Net Revenue
          -----------

          Worldwide net revenue for the 2004 second quarter and first half
          increased 13% and 11%, respectively, compared with prior year levels
          and was due to increases in the Pharmaceuticals, Consumer Healthcare
          and Animal Health segments. Excluding the impact of foreign exchange,
          worldwide net revenue increased 11% for the 2004 second quarter and 8%
          for the 2004 first half.


                                       28
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                 Three Months and Six Months Ended June 30, 2004


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

                                            Net Revenue
                                       ----------------------
                                            Three Months
                                           Ended June 30,
          (Dollars in millions)        ----------------------
          Segment                        2004          2003         % Increase
          ------------------------     --------      --------       ----------
          Pharmaceuticals              $3,393.0      $2,979.5            14%
          Consumer Healthcare             591.4         553.1             7%
          Animal Health                   238.8         214.0            12%
                                       --------      --------       ----------
          Total                        $4,223.2      $3,746.6            13%
                                       ========      ========       ==========

                                            Net Revenue
                                       ----------------------
                                             Six Months
                                           Ended June 30,
          (Dollars in millions)        ----------------------
          Segment                        2004          2003         % Increase
          ------------------------     --------      --------       ----------
          Pharmaceuticals              $6,600.6      $5,954.6            11%
          Consumer Healthcare           1,179.7       1,085.1             9%
          Animal Health                   457.7         395.9            16%
                                       --------      --------       ----------
          Total                        $8,238.0      $7,435.6            11%
                                       ========      ========       ==========


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

          Worldwide Pharmaceuticals net revenue increased 14% for the 2004
          second quarter and 11% for the 2004 first half. The increases in net
          revenue were due primarily to higher sales of EFFEXOR XR (global
          growth resulting primarily from higher volume), PROTONIX (strong
          prescription volume growth), ENBREL (internationally), ZOSYN/TAZOCIN
          and RAPAMUNE (each reflecting growth in the U.S. and internationally),
          ZOTON, BENEFIX and rhBMP-2, offset, in part, by lower sales of the
          PREMARIN family of products and PREVNAR (supply constraints). Alliance
          revenue also contributed to the 2004 first half increase in net
          revenue, but declined in the 2004 second quarter due to ALTACE (lower
          volume caused by higher trade inventory levels). Excluding the
          favorable impact of foreign exchange, worldwide Pharmaceuticals net
          revenue increased 12% and 8% for the 2004 second quarter and first
          half, respectively.


                                       29
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                 Three Months and Six Months Ended June 30, 2004


          The following table sets forth the significant worldwide
          Pharmaceuticals net revenue by product for the three and six months
          ended June 30, 2004 compared with the same periods in the prior year:

          <TABLE>
          <CAPTION>
                                           Three Months                Six Months
                                          Ended June 30,             Ended June 30,
                                       ---------------------      ---------------------
          (In millions)                  2004         2003          2004         2003
          ---------------------        --------     --------      --------     --------
          <S>                          <C>          <C>           <C>          <C>
          EFFEXOR                        $831.8       $636.4      $1,607.5     $1,229.9
          PROTONIX                        389.2        310.4         799.7        670.4
          PREMARIN family                 222.7        276.6         488.6        679.3
          Nutritionals                    228.3        215.3         444.1        418.1
          PREVNAR                         219.1        264.9         392.5        493.7
          ZOSYN / TAZOCIN                 182.3        145.0         363.7        285.1
          ENBREL                          156.0         64.6         291.0        107.4
          Oral Contraceptives             141.0        134.6         283.8        288.9
          ZOTON                           114.7         86.6         226.7        159.1
          BENEFIX                          76.5         62.5         151.0        121.1
          REFACTO                          64.0         56.4         124.3        108.8
          RAPAMUNE                         56.1         40.8         114.4         85.5
          SYNVISC                          53.4         61.0         101.6        110.1
          ATIVAN                           47.7         55.0          99.3        110.0
          rhBMP-2                          53.5         15.8          76.6         22.4
          Alliance revenue                152.0        156.5         301.4        251.2
          Other                           404.7        397.1         734.4        813.6
                                       --------     --------      --------     --------
          Total Pharmaceuticals        $3,393.0     $2,979.5      $6,600.6     $5,954.6
                                       ========     ========      ========     ========
          </TABLE>


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

          Worldwide Consumer Healthcare net revenue increased 7% for the 2004
          second quarter and 9% for the 2004 first half, exhibiting continued
          solid performance in the U.S. and internationally. The results were
          attributable to a number of factors, including global growth in the
          core brands CENTRUM, ADVIL and CALTRATE. The 2004 first half increase
          was also due to higher sales of ROBITUSSIN. Excluding the impact of
          foreign exchange, worldwide Consumer Healthcare net revenue increased
          6% for both the 2004 second quarter and first half.


                                       30
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                 Three Months and Six Months Ended June 30, 2004


          The following table sets forth significant worldwide Consumer
          Healthcare net revenue by product for the three and six months ended
          June 30, 2004 compared with the same periods in the prior year:

          <TABLE>
          <CAPTION>
                                           Three Months               Six Months
                                          Ended June 30,            Ended June 30,
                                         ----------------        --------------------
          (In millions)                   2004      2003           2004        2003
          -------------------------      ------    ------        --------    --------
          <S>                            <C>       <C>           <C>         <C>
          CENTRUM                        $155.4    $134.4          $294.5      $254.0
          ADVIL                           123.0      99.6           237.4       208.4
          CALTRATE                         45.0      38.7            85.0        68.9
          ROBITUSSIN                       28.9      30.4            77.3        67.0
          SOLGAR                           25.5      26.7            55.2        55.2
          ADVIL COLD & SINUS               21.4      27.9            51.6        52.5
          CHAPSTICK                        17.2      16.0            43.5        39.4
          DIMETAPP                         14.7      12.5            34.8        30.0
          ALAVERT                          15.9      30.7            33.5        51.7
          Other                           144.4     136.2           266.9       258.0
                                         ------    ------        --------    --------

          Total Consumer Healthcare      $591.4    $553.1        $1,179.7    $1,085.1
                                         ======    ======        ========    ========
          </TABLE>


          Animal Health
          -------------

          Worldwide Animal Health net revenue increased 12% for the 2004 second
          quarter and 16% for the 2004 first half, due primarily to higher sales
          of companion animal and livestock products offset, in part, by lower
          sales of equine products as a result of decreases in sales of WEST
          NILE-INNOVATOR (dosing transition and product competition).
          PROHEART products, the largest contributor to the companion animal
          products sales growth, had sales of $21.3 million and $35.6 million
          for the three and six months ended June 30, 2004 compared with $14.3
          million and $21.2 million for the similar periods in the prior year.
          Excluding the favorable impact of foreign exchange, worldwide Animal
          Health net revenue increased 10% for the 2004 second quarter and 11%
          for 2004 first half.


                                       31
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                 Three Months and Six Months Ended June 30, 2004


          The following table sets forth worldwide Animal Health net revenue by
          product category for the three and six months ended June 30, 2004
          compared with the same periods in the prior year:

                                          Three Months            Six Months
                                         Ended June 30,         Ended June 30,
                                        -----------------      -----------------
          (In millions)                  2004       2003        2004       2003
          -------------------------     ------     ------      ------     ------
          Livestock products             $92.5      $78.6      $176.2     $151.3
          Companion animal products       78.2       66.5       141.6      107.3
          Equine products                 43.9       48.0        91.8       94.8
          Poultry products                24.2       20.9        48.1       42.5
                                        ------     ------      ------     ------

          Total Animal Health           $238.8     $214.0      $457.7     $395.9
                                        ======     ======      ======     ======

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

          <TABLE>
          <CAPTION>
                                              % Increase (Decrease)                           % Increase (Decrease)
                                         Three Months Ended June 30, 2004                 Six Months Ended June 30, 2004
                                    ------------------------------------------      ------------------------------------------
                                                       Foreign        Total                            Foreign        Total
                                    Volume    Price    Exchange    Net Revenue      Volume    Price    Exchange    Net Revenue
                                    ------    -----    --------    -----------      ------    -----    --------    -----------
          <S>                       <C>       <C>      <C>         <C>              <C>       <C>      <C>         <C>
          Pharmaceuticals
          -------------------
          United States                 8%       3%          -             11%         (2%)      5%          -              3%
          International                13%       1%          4%            18%         15%       1%          8%            24%
                                       ---      ---          --            ---         ---      ---          --            ---
          Total                        10%       2%          2%            14%          5%       3%          3%            11%
                                       ===      ===          ==            ===         ===      ===          ==            ===

          Consumer Healthcare
          -------------------
          United States                 8%      (3%)         -              5%          5%      (1%)         -              4%
          International                 3%       3%          3%             9%          7%       2%          8%            17%
                                       ---      ---          --            ---         ---      ---          --            ---
          Total                         6%       -           1%             7%          6%       -           3%             9%
                                       ===      ===          ==            ===         ===      ===          ==            ===

          Animal Health
          -------------------
          United States                 4%       7%          -             11%          7%       9%          -             16%
          International                 6%       2%          4%            12%          5%       1%          9%            15%
                                       ---      ---          --            ---         ---      ---          --            ---
          Total                         5%       5%          2%            12%          6%       5%          5%            16%
                                       ===      ===          ==            ===         ===      ===          ==            ===

          Total
          -------------------
          United States                 8%       2%          -             10%         (1%)      4%          -              3%
          International                11%       1%          4%            16%         13%       1%          8%            22%
                                       ---      ---          --            ---         ---      ---          --            ---
          Total                         9%       2%          2%            13%          5%       3%          3%            11%
                                       ===      ===          ==            ===         ===      ===          ==            ===
          </TABLE>



                                       32
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                 Three Months and Six Months Ended June 30, 2004


          Operating Expenses
          ------------------

          Cost of goods sold, as a percentage of Net revenue, decreased to 26.8%
          for the 2004 second quarter compared with 27.2% for the 2003 second
          quarter due primarily to lower inventory and manufacturing losses and
          the partial reversal of the reserve provided for PREMPRO returns in
          the 2003 second quarter (as described in the "Certain Factors That May
          Affect Future Results" section, herein) in the Pharmaceuticals
          segment. The increase in gross margin was offset, in part, by a
          decrease in alliance revenue (lower sales of ALTACE) and an increase
          in royalty costs (higher sales of ENBREL in Europe) in the
          Pharmaceuticals segment. Cost of goods sold, as a percentage of Net
          revenue, increased to 27.0% for the 2004 first half compared with
          26.2% for the 2003 first half due primarily to higher manufacturing
          costs and a less profitable product mix caused by lower sales of
          higher margin products, including the PREMARIN family of products and
          PREVNAR, and higher sales of lower margin products such as PROTONIX,
          ZOSYN/TAZOCIN and ENBREL (internationally) offset, in part, by higher
          sales of higher margin EFFEXOR XR, increased alliance revenue and
          lower inventory adjustments in the Pharmaceuticals segment.

          Selling, general and administrative expenses, as a percentage of Net
          revenue, decreased to 33.8% for both the 2004 second quarter and first
          half compared with 36.4% for the 2003 second quarter and 35.7% for the
          2003 first half due primarily to lower marketing expenses in the
          Pharmaceuticals segment. These decreases resulted primarily from net
          revenue increasing at a higher rate than expenses (13% vs. 5% for the
          2004 second quarter and 11% vs. 5% for the 2004 first half).

          Research and development expenses increased 17% for the 2004 second
          quarter and 27% for the 2004 first half primarily due to higher
          clinical grant spending in the Pharmaceuticals segment as a result of
          the initiation of several Phase 3 programs offset, in part, by lower
          other research operating expenses (including lower licensing
          expenses). The increase in research and development expenses for the
          2004 first half also reflects the impact of the upfront payment and
          charge in the 2004 first quarter of $145.5 million made in connection
          with the agreement entered into between the Company and Solvay to
          co-develop and co-commercialize four neuroscience compounds, most
          notably, bifeprunox.


                                       33
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                 Three Months and Six Months Ended June 30, 2004


          Interest Expense and Other Income
          ---------------------------------

          Interest expense, net for the three and six months ended June 30, 2004
          and 2003 consisted of the following:

                                           Three Months          Six Months
                                          Ended June 30,       Ended June 30,
                                          ---------------     -----------------
          (In millions)                   2004      2003       2004       2003
          ----------------------------    -----     -----     ------     ------
          Interest expense                $75.4     $72.7     $146.2     $143.8
          Interest income                 (21.4)    (18.9)     (44.8)     (38.4)
          Less: amount capitalized for
            capital projects              (22.1)    (27.9)     (42.6)     (52.5)
                                          -----     -----     ------     ------

          Total interest expense, net     $31.9     $25.9      $58.8      $52.9
                                          =====     =====     ======     ======

          Interest expense, net increased 23% for the 2004 second quarter and
          11% for the 2004 first half due primarily to lower capitalized
          interest. Weighted average debt outstanding during the 2004 second
          quarter and first half was $8,146.7 million and $8,425.5 million,
          respectively, compared with prior year levels of $6,938.1 million and
          $7,176.1 million, respectively. The impact of higher weighted average
          debt outstanding on interest expense was offset by increases in
          interest income. The lower capitalized interest resulted from lower
          interest rates used for capitalization purposes applied against the
          spending for long-term capital projects in process. These projects
          include the new Grange Castle facility in Ireland, as well as the
          expansion of an existing manufacturing facility in Ireland.

          Other income, net decreased $256.8 million for the 2004 second quarter
          and $136.6 million for the 2004 first half primarily as a result of
          decreases in gains from the divestiture of certain Pharmaceuticals and
          Consumer Healthcare products. The 2004 divestitures included product
          rights to indiplon, DIAMOX (in Japan), and the Company's nutritionals
          products in France. The 2003 divestitures included product rights in
          various territories to ATIVAN, ISORDIL, DIAMOX (excluding Japan),
          ZIAC, ZEBETA, AYGESTIN, ANACIN and SONATA. The sales, profits and net
          assets of these divested products, individually or in the aggregate,
          were not material to either business segment or the Company's
          consolidated financial position or results of operations.


                                       34
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                 Three Months and Six Months Ended June 30, 2004


          Income Before Taxes
          -------------------

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

          <TABLE>
          <CAPTION>
                                                                   Income Before Taxes
                                    ---------------------------------------------------------------------------------
                                                Three Months                                 Six Months
                                               Ended June 30,                              Ended June 30,
                                    -------------------------------------       -------------------------------------
          (Dollars in millions)                               % Increase/                                 % Increase/
          Segment                     2004         2003        (Decrease)         2004         2003        (Decrease)
          ---------------------     --------     --------     -----------       --------     --------     -----------
          <S>                       <C>          <C>          <C>               <C>          <C>          <C>
          Pharmaceuticals(1)          $965.9     $1,045.2             (8%)      $1,838.0     $1,962.9             (6%)
          Consumer Healthcare          104.6        149.0            (30%)         214.1        229.2             (7%)
          Animal Health                 50.3         38.2             32%           88.0         64.4             37%
          Corporate(2)                 (57.7)      (124.2)            54%         (133.1)       634.3             -
                                    --------     --------     -----------       --------     --------     -----------

          Total(3)                  $1,063.1     $1,108.2             (4%)      $2,007.0     $2,890.8            (31%)
                                    ========     ========     ===========       ========     ========     ===========
          </TABLE>

          (1)  Pharmaceuticals for the 2004 first half included a first quarter
               charge of $145.5 within Research and development expenses related
               to the upfront payment to Solvay in connection with the
               co-development and co-commercialization of four neuroscience
               compounds. Excluding the upfront payment from the 2004 first half
               results, but including Pharmaceuticals product divestiture gains
               discussed in footnote 3 below, Pharmaceuticals income before
               taxes increased 1%.

          (2)  Corporate for the 2003 first half included a first quarter gain
               of $860.6 related to the sale of Amgen shares. Excluding the gain
               on the sale of Amgen shares from the 2003 first half results,
               Corporate expenses decreased 41%.

          (3)  Income before taxes included $12.9 and $153.6 for the 2004 second
               quarter and first half, respectively, and $287.5 and $290.2 for
               the 2003 second quarter and first half, respectively, related to
               gains from the divestiture of certain Pharmaceuticals and
               Consumer Healthcare products. The 2004 divestitures included
               product rights to indiplon, DIAMOX (in Japan), and the Company's
               nutritionals products in France. The 2003 divestitures included
               product rights in various territories to ATIVAN, ISORDIL, DIAMOX
               (excluding Japan), ZIAC, ZEBETA, AYGESTIN, ANACIN and SONATA.

          Worldwide Pharmaceuticals income before taxes decreased 8% for the
          2004 second quarter and 6% for the 2004 first half while
          Pharmaceuticals net revenue increased 14% for the 2004 second quarter
          and 11% for the 2004 first half. This difference between the decrease
          in income before taxes and net revenue growth is primarily
          attributable to higher research and development expenses related to
          the upfront payment to Solvay, lower other income, net related to
          product divestiture gains and lower gross profit margin rates earned
          on Pharmaceuticals net revenue in the 2004 first half.

          Worldwide Consumer Healthcare income before taxes decreased 30% for
          the 2004 second quarter and 7% for the 2004 first half while Consumer
          Healthcare net revenue increased 7% for the 2004 second quarter and 9%
          for the 2004 first half. This difference between the decrease in
          income before taxes and net revenue growth is primarily attributable
          to lower other income, net related to product divestiture gains and
          higher


                                       35
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                 Three Months and Six Months Ended June 30, 2004


          selling and general expenses offset, in part, by higher gross profit
          margins earned on worldwide sales of Consumer Healthcare products.

          Worldwide Animal Health income before taxes for the 2004 second
          quarter and first half increased 32% and 37%, respectively. The
          increase in the 2004 second quarter and first half results was
          primarily due to higher net revenue and increased gross profit margins
          earned on worldwide sales of Animal Health products.

          Corporate expenses for the 2004 second quarter were $57.7 million
          compared with $124.2 million for the 2003 second quarter. In addition,
          Corporate expenses for the 2004 first half were $133.1 million
          compared with income before taxes of $634.3 million for the 2003 first
          half. Corporate income before taxes for the 2003 first half included a
          gain of $860.6 million from the sale of the Company's Amgen shares.
          Excluding this gain, Corporate expenses would have decreased 41% for
          the 2004 first half. The decrease was due primarily to lower general
          and administrative expenses related to decreased pension and employee
          benefit costs.

          Excluding the impact of the certain significant items discussed below,
          the effective tax rate increased slightly to 22.2% for the 2004 second
          quarter and 22.3% for the 2004 first half compared with 22.0% for both
          the 2003 second quarter and first half. The 2004 second quarter and
          first half rate was calculated assuming the benefit of certain
          research and development tax credits. Since the law allowing such
          credits expired in June 2004 and has yet to be renewed, only one-half
          of the annualized benefit was included in the effective tax rate
          calculation for the 2004 second quarter and first half.


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

          As Reported

          Net income and diluted earnings per share for the 2004 second quarter
          were $827.3 million and $0.62, respectively, compared with net income
          and diluted earnings per share of $864.4 million and $0.65 in the
          prior year, decreases of 4% and 5%, respectively. Net income and
          diluted earnings per share for the 2004 first half were $1,577.0
          million and $1.18, respectively, compared with net income and diluted
          earnings per share of $2,142.3 million and $1.61 in the prior year,
          decreases of 26% and 27%, respectively.


                                       36
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                 Three Months and Six Months Ended June 30, 2004


          Before Certain Significant Items

          Net income before certain significant items and diluted earnings per
          share before certain significant items exclude from net income and
          diluted earnings per share, respectively, the following:

          o    2004 first quarter upfront payment to Solvay; and

          o    2003 first quarter gain related to the Company's liquidation of
               Amgen shares received in connection with Amgen's acquisition of
               Immunex.

          The Company's management uses both generally accepted accounting
          principles (GAAP) and non-GAAP measures to manage and evaluate the
          Company's performance and believes it is appropriate to disclose these
          non-GAAP measures to assist investors with analyzing business
          performance and trends. However, these measures should not be
          considered in isolation or as a substitute for the results of
          operations and diluted earnings per share prepared in accordance with
          GAAP. The Amgen gain and previous gains related to the Immunex/Amgen
          common stock transactions have been excluded due to the fact that the
          Company had not previously nor does it currently hold a position for
          investment purposes in an entity that, if acquired by another entity,
          would impact the Company's financial position or results of operations
          to the significant extent of the Immunex/Amgen common stock
          transactions. Additionally, the significant upfront payment related to
          the co-development and co-commercialization of the four neuroscience
          compounds being developed with Solvay was immediately expensed and
          included in Research and development expenses. Excluding the payment
          from the Company's results provides a better view of operations for
          this accounting period.

          Net income before certain significant items and diluted earnings per
          share before certain significant items for the 2004 first half were
          $1,671.6 million and $1.25, respectively, compared with $1,583.6
          million and $1.19 for the 2003 first half. The increases were due
          primarily to higher net revenue and lower selling, general and
          administrative expenses, as a percentage of net revenue, offset, in
          part, by higher costs of goods sold, as a percentage of net revenue,
          higher research and development spending and lower other income, net
          related to product divestiture gains.


                                       37
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                 Three Months and Six Months Ended June 30, 2004


          A reconciliation of net income and diluted earnings per share as
          reported under GAAP to net income and diluted earnings per share
          before certain significant items is presented in the following table:

          <TABLE>
          <CAPTION>
                                                                              Net Income
                                                              --------------------------------------------
                                                                Three Months              Six Months
                                                               Ended June 30,           Ended June 30,
                                                              -----------------      ---------------------
          (In millions)                                        2004       2003         2004         2003
          -----------------------------------------------     ------     ------      --------     --------
          <S>                                                 <C>        <C>         <C>          <C>
          As reported                                         $827.3     $864.4      $1,577.0     $2,142.3

          Gain on sale of Amgen shares(1)                        -          -             -         (558.7)

          Co-development / co-commercialization charge(2)        -          -            94.6          -
                                                              ------     ------      --------     --------

          As adjusted, before certain significant items       $827.3     $864.4      $1,671.6     $1,583.6
                                                              ======     ======      ========     ========
          </TABLE>

          <TABLE>
          <CAPTION>
                                                                       Diluted Earnings per Share
                                                              --------------------------------------------
                                                                Three Months              Six Months
                                                               Ended June 30,           Ended June 30,
                                                              -----------------      ---------------------
                                                               2004       2003         2004         2003
          -----------------------------------------------     ------     ------      --------     --------
          <S>                                                 <C>        <C>         <C>          <C>
          As reported                                          $0.62      $0.65         $1.18        $1.61

          Gain on sale of Amgen shares(1)                        -          -             -          (0.42)

          Co-development / co-commercialization charge(2)        -          -            0.07          -
                                                              ------     ------      --------     --------

          As adjusted, before certain significant items        $0.62      $0.65         $1.25        $1.19
                                                              ======     ======      ========     ========
          </TABLE>

          (1)  The 2003 first half included a first quarter gain of $860.6
               ($558.7 after-tax or $0.42 per share-diluted) related to the sale
               of 31,235,958 shares of the Company's Amgen common stock
               holdings.

          (2)  The 2004 first half included a first quarter charge of $145.5
               ($94.6 after-tax or $0.07 per share-diluted) within Research and
               development expenses related to the upfront payment to Solvay.


          Gains from product divestitures are not considered certain
          significant items because they constitute an integral part of the
          Company's analysis of divisional performance. However, they are
          important to understanding changes in our reported net income. Product
          divestiture gains for the 2004 second quarter and first half were
          $12.9 million and $153.6 million, respectively, compared with $287.5
          million and $290.2 million for the 2003 second quarter and first half.
          Excluding the gains from product divestitures and the certain
          significant items described above, net income and diluted earnings per
          share were $818.3 million and $0.61, respectively, for the 2004 second
          quarter and $1,570.1 million and $1.17 for the 2004 first half as
          compared with $677.4 million and $0.51, respectively, for the 2003
          second quarter and $1,394.9 million and $1.05 in the 2003 first half.


                                       38
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                 Three Months and Six Months Ended June 30, 2004


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

          Cash flows provided by operating activities totaling $1,204.9 million
          during the 2004 first half were generated primarily by net earnings of
          $1,577.0 million, offset, in part, by payments of $588.1 million for
          working capital requirements and payments of $255.2 million relating
          to the diet drug litigation (see Note 7 to the consolidated condensed
          financial statements).

          During the 2004 first half, the Company used $589.2 million of cash
          for investments in property, plant and equipment and $959.5 million of
          cash for purchases of marketable securities. In addition, the Company
          received investment proceeds through the sales and maturities of
          marketable securities of $374.6 million and the sales of assets
          totaling $315.9 million. The capital expenditures made during the 2004
          first half were consistent with the Company's commitment to expand
          existing manufacturing and research and development facilities
          worldwide, and to build new biotechnology facilities.

          The Company's financing activities included repayments of debt
          totaling $1,506.7 million and dividend payments of $613.3 million.

          At June 30, 2004, the Company had outstanding $7,926.7 million in
          total debt, which consisted of notes payable and other debt.
          Maturities of the Company's obligations as of June 30, 2004 are set
          forth below.

          <TABLE>
          <CAPTION>
                                        Less than                                  Over
          (In millions)        Total       1 year    1-3 years    4-5 years     5 years
          -------------     --------    ---------    ---------    ---------    --------

          <S>               <C>         <C>          <C>          <C>          <C>
          Total debt        $7,926.7       $334.7       $307.1        $18.0    $7,266.9
          </TABLE>

          The following represents the Company's credit ratings as of June 30,
          2004 and as of August 2, 2004:

          <TABLE>
          <CAPTION>
                                           Moody's                  S&P                Fitch
                                  ----------------     ----------------     ----------------
          <S>                     <C>                  <C>                  <C>
          Short-term debt                      P-2                  A-1                  F-2
          Long-term debt                      Baa1                    A                   A-
          Outlook                         Negative             Negative             Negative
          Last rating update      December 4, 2003     December 8, 2003     December 4, 2003
          </TABLE>

          In light of the circumstances discussed in Note 7 to the consolidated
          condensed financial statements, including the unknown number of valid
          matrix claims and the unknown number and merits of valid downstream
          opt outs, it is not possible to predict the ultimate liability of the
          Company in connection with its diet drug legal proceedings. It is
          therefore not possible to predict whether, and if so when, such
          proceedings will have a material adverse effect on the Company's
          financial condition, results of operations and/or cash flows and
          whether cash flows from operating activities and existing and
          prospective financing resources will be adequate to fund the Company's
          operations, pay all liabilities


                                       39
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                 Three Months and Six Months Ended June 30, 2004


          related to the diet drug litigation, pay dividends, maintain the
          ongoing programs of capital expenditures, and repay both the principal
          and interest on its outstanding obligations without the disposition of
          significant strategic core assets and/or reductions in certain cash
          outflows.


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

          Prempro / Premarin - HT Studies

          In July 2002, the HT 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, certain increased risks exceeded the
          specified long-term benefits. Additional analyses of data from the HT
          subset of the WHI study were released during 2003, and further
          analyses of WHI data may be released in the future.

          In early March 2004, the NIH announced preliminary findings from the
          estrogen-only arm of the WHI study and that it had decided to stop the
          study because they believed that the results would not likely change
          during the period until completion of the study in 2005 and the
          increased risk of stroke seen in the treatment arm could not be
          justified by what could be learned in an additional year of treatment.
          NIH concluded that estrogen alone does not appear to affect (either
          increase or decrease) coronary heart disease and did not increase the
          risk of breast cancer. In addition, NIH found an association with a
          decrease in the risk of hip fracture. This increased risk of stroke
          was similar to the increase seen in the HT subset of the WHI study.
          NIH also stated that analysis of preliminary data from the separate
          Women's Health Initiative Memory Study (WHIMS) showed an increased
          risk of probable dementia and/or mild cognitive impairment in women
          age 65 and older when data from both the PREMARIN and PREMPRO arm were
          pooled. The study also reported a trend towards increased risk of
          possible dementia in women treated with PREMARIN alone. WHIMS data
          published in the Journal of American Medical Association (JAMA) in
          June 2004 and in a separate report published in JAMA at the same time
          indicated that HT did not improve cognitive impairment and may
          adversely affect it in some women. The Company will work with the FDA
          to update the labeling for its HT products to include the latest data.

          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 77% and 54%,
          respectively, compared with the average weekly prescriptions written
          during the eight-week period preceding the 2002 termination of the
          study subset.


                                       40
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                 Three Months and Six Months Ended June 30, 2004


          Set forth below are individual product operating results for
          Prempro/Premphase and Premarin for the three and six months ended June
          30, 2004 and 2003:

                                          Prempro/Premphase
                             -----------------------------------------
                               Three Months             Six Months
                              Ended June 30,          Ended June 30,
                             -----------------       -----------------
          (In millions)       2004       2003         2004       2003
          -------------      ------     ------       ------     ------
          Net revenue         $59.7      $22.1       $117.0     $165.0
          Gross profit         46.5       (8.4)        90.2      115.1


                                              Premarin
                             -----------------------------------------
                               Three Months             Six Months
                              Ended June 30,          Ended June 30,
                             -----------------       -----------------
          (In millions)       2004       2003         2004      2003
          -------------      ------     ------       ------     ------
          Net revenue        $163.0     $254.5       $371.6     $514.3
          Gross profit        131.7      223.5        310.0      456.7


          The Company recorded a $60.0 million reserve in the 2003 second
          quarter for anticipated returns in connection with a projected shift
          in prescriptions toward the approved lower dosage forms of PREMPRO.
          This $60.0 million reserve was calculated by reviewing wholesalers'
          inventory levels as of June 30, 2003, after deducting projected
          PREMPRO sales by wholesalers using the first-in, first-out (FIFO)
          method and excluding "out of date" inventory (it is the Company's
          policy to accept returns of product with expiration dates of six
          months or less). Due to higher than anticipated sales of the original
          formulations of PREMPRO, a portion of the inventory previously
          reserved was sold by wholesalers. Based on current demand forecasts,
          wholesalers' inventory levels and expiration dating of the remaining
          inventory held by the wholesalers, the Company reduced the reserve by
          $20.0 million in the 2004 second quarter. The remaining reserve, which
          approximated $40.0 million at June 30, 2004, is expected to fully
          reserve the value of the remaining inventory. The Company will
          continue to monitor the adequacy of this reserve.


          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 net revenue and results of operations.
          PREMARIN's natural composition is not subject to patent protection
          (although PREMPRO has patent protection). PREMARIN, PREMPRO and
          PREMPHASE are


                                       41
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                 Three Months and Six Months Ended June 30, 2004


          indicated for the treatment of certain menopausal symptoms. They also
          are approved for the prevention of osteoporosis, a condition involving
          a loss of bone mass in postmenopausal women. Their use for that
          purpose in women without symptoms should be limited to cases where
          non-hormonal treatments have been seriously considered and rejected.
          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 many forms of the same indications, also have been
          introduced. Some companies have also 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 as generic equivalents of PREMARIN given known compositional
          differences between the active ingredient of these products and
          PREMARIN. Although the FDA has not approved any generic equivalent to
          PREMARIN to date, PREMARIN will continue to be subject to competition
          from existing and new competing estrogen and other products for its
          approved indications and may be subject to generic competition from
          either synthetic or natural conjugated estrogens products in the
          future. One other company has announced that it has applied for FDA
          approval of a generic version of PREMARIN derived from the same
          natural source. Following a bench trial in November 2002, a federal
          court found, in an order issued on October 2, 2003, that the company
          which had developed the estrogens to be used in this product, Natural
          Biologics, Inc., had misappropriated certain of the Company's trade
          secrets relating to the manufacture of PREMARIN. The court has entered
          a permanent injunction that, inter alia, bars Natural Biologics, Inc.
          from using the misappropriated trade secrets and from engaging in the
          research, development, production or manufacture of estrogens from
          urine. Wyeth v. Natural Biologics, Inc., et al., No. 98-2469
          (JNE/JGL), U.S.D.C., D. Minn. Natural Biologics, Inc. has filed an
          appeal from the court's injunction. The Company cannot predict the
          timing or outcome of the appeal or other efforts by any other company
          to seek FDA approval for generic versions of PREMARIN.

          On August 4, 2004, Eli Lilly received FDA approval for its new
          antidepressant, CYMBALTA, which, like EFFEXOR XR, inhibits the uptake
          of serotonin and norepinephrine in the brain. It is unclear what
          effect this new drug may have on EFFEXOR XR sales. Growth in overall
          usage in atidepressants in the United states appears to be slowing
          for a variety of reasons. EFFEXOR continues to outperform the overall
          category, but the Company cannot be certain that trend will continue.


          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


                                       42
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                 Three Months and Six Months Ended June 30, 2004


          Island facility owned by Amgen was completed and manufacturing
          production was approved by the FDA. Consequently, manufacturing
          capacity for ENBREL significantly increased in 2003. Market demand has
          continued 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.
          Although production is still expected in 2004 under this arrangement,
          certain milestones under the manufacturing agreement, including
          obtaining FDA approval for the manufacturing process, have not been
          met in the planned timeframe. The current plan for the longer term
          includes an additional manufacturing facility, which is being
          constructed by the Company in Ireland, and increased capacity at the
          Rhode Island facility, both of which are expected to be completed
          during 2005.

          As a result of delays in product availability of PREVNAR due to a late
          2003 shutdown of the filling lines at the Company's Pearl River, New
          York facility as well as other manufacturing and testing issues,
          product availability was constrained in all markets through the first
          half of 2004. During the first quarter of 2004, the Centers for
          Disease Control and Prevention (CDC) issued interim recommendations to
          defer administration of the 3rd and 4th doses for healthy children.
          Due to increased product availability, the CDC revised these
          recommendations in early July to recommend that Health Care Providers
          defer only the 4th dose for healthy children and initiate efforts to
          vaccinate those children who had the 3rd dose deferred. In March of
          2004, the European Agency for the Evaluation of Medicinal Products
          issued interim dosing recommendations to reduce usage. To date these
          recommendations have not been revised. Capacity should be enhanced
          overall in 2004 due to internal improvements and the FDA approval of a
          third party filling facility in the second quarter of 2004. The
          Company continues to believe 2004 production will exceed the 2003
          level of 20 million doses.


          Supply Chain

          Management continually reviews the Company's supply chain structure
          with respect to utilization of production capacities as well as
          manufacturing efficiencies. Changes in product demand periodically
          create capacity imbalances within the manufacturing network. When such
          imbalances result in overcapacity, which management considers to be
          other than temporary, the network is restructured to gain optimal
          efficiency and to reduce production costs. As a result, additional
          restructuring charges may occur in future periods.


          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


                                       43
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                 Three Months and Six Months Ended June 30, 2004


          for the year ended December 31, 2003, the Company's Quarterly Report
          on Form 10-Q for the quarter ended March 31, 2004, interim Current
          Reports filed on Form 8-K, 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,
          the prior formulation of DIMETAPP, the prior formulation of
          ROBITUSSIN, PREMPRO and PREMARIN, among others. 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 are accrued when
          the liability is considered probable and the amount can be reasonably
          estimated (see Note 7 to the consolidated condensed financial
          statements for a discussion of the costs associated with the REDUX and
          PONDIMIN diet drug litigation). 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. Prior to November 2003, the
          Company was self-insured for product liability risks with excess
          coverage on a claims-made basis from various insurance carriers in
          excess of the self-insured amounts and subject to certain policy
          limits. Effective November 2003, the Company became completely
          self-insured for product liability risks. It is not possible to
          predict whether any potential liability that might exceed amounts
          already accrued will have a material adverse effect on the Company's
          financial condition, results of operations and/or cash flows. This is
          discussed in greater detail in Note 7 to the consolidated condensed
          financial statements.


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

          The Private Securities Litigation Reform Act of 1995 provides a "safe
          harbor" for forward-looking statements. Forward-looking statements may
          appear in periodic reports filed with the Securities and Exchange
          Commission (including the Company's Annual Reports on Form 10-K and
          Quarterly Reports on Form 10-Q), in press releases, in the Company's
          Annual Report to Stockholders and other reports to stockholders, and
          in other communications made by the Company. These forward-looking
          statements can be identified by their 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;


                                       44
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                 Three Months and Six Months Ended June 30, 2004



          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 timing and successfulness of research and development
               activities;
          o    trade buying patterns;
          o    the impact of competitive or generic products;
          o    the impact of changes in generally accepted accounting
               principles;
          o    costs related to product liability, patent protection, government
               investigations and other legal proceedings;
          o    our ability to protect our intellectual property, including
               patents;
          o    the impact of legislation or regulation affecting pricing,
               reimbursement or access,
               both in the United States and internationally;
          o    the impact of managed care or health care cost-containment;
          o    governmental laws and regulations affecting our U.S. and
               international businesses, including tax obligations and results
               of tax audits;
          o    environmental liabilities;
          o    the accuracy of our estimates and assumptions utilized in our
               critical accounting policies;
          o    the future impact of presently known trends, including those with
               respect to product performance and competition;
          o    future demand for our products;
          o    anticipated changes in product mix;
          o    anticipated developments relating to sales of PREMPRO/PREMARIN
               family of products and ENBREL and PREVNAR product supply;
          o    anticipated amounts of future contractual obligations; and
          o    the potential impact of litigation including litigation, inter
               alia, relating to PREMPRO, PREMARIN, the prior formulation of
               ROBITUSSIN and the prior formulation of DIMETAPP; 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, whether as a result
          of new information, future developments or otherwise. As permitted by
          the Private Securities Litigation Reform Act of 1995, the Company is
          hereby filing the following cautionary statements identifying
          important factors, which among others, could


                                       45
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                 Three Months and Six Months Ended June 30, 2004


          cause the Company's actual results to differ materially from expected
          and historical results:

          Economic factors over which we have no control such as changes in
          business and economic conditions, including, but not limited to,
          inflation and fluctuations in interest rates, foreign currency
          exchange rates and market value of our equity investments and any
          impacts of war or threatened or actual terrorist activity;

          Interruptions of computer and communication systems including computer
          viruses, that could impair the Company's ability to conduct business
          and communicate internally or with its customers;

          Increasing pricing pressures, both in and outside the United States,
          resulting from continued consolidation among health care providers,
          rules and practices of managed care groups and institutional and
          governmental purchasers, judicial decisions and governmental laws and
          regulations relating to Medicare, Medicaid and health care reform,
          pharmaceutical reimbursement and pricing in general;

          Competitive factors, such as (i) new products developed by our
          competitors that have lower prices or superior performance features or
          that are otherwise competitive with our current products; (ii)
          technological advances and patents attained by our competitors; (iii)
          changes in promotional regulations or practices; (iv) development of
          alternative therapies; (v) potential generic competition for PREMARIN
          and for other health care products as such products mature and patents
          or marketing exclusivity expire on such products; (vi) problems with
          licensors, suppliers and distributors; (vii) business combinations
          among our competitors and major customers; and (viii) ability to
          attract and retain management and other key employees;

          Government laws and regulations affecting U.S. and international
          operations, including (i) trade, monetary and fiscal policies and
          taxes; (ii) price controls, or reimbursement or access policies; (iii)
          drug importation legislation; (iv) changes in governments and legal
          systems; (v) tax obligations and results of tax audits; and (vi)
          regulatory approval processes affecting approvals of products and
          licensing, including, without limitation, uncertainties of the FDA
          approval process that may delay or prevent the approval of new
          products and result in lost market opportunity;

          Difficulties and delays inherent in pharmaceutical research, product
          development, manufacturing and commercialization, such as, (i) failure
          of new product candidates to reach market due to efficacy or safety
          concerns, inability to obtain necessary regulatory approvals and the
          difficulty or excessive cost to manufacture; (ii) the inability to
          identify viable new chemical compounds; (iii) difficulties in
          successfully completing clinical trials; (iv) difficulties in
          manufacturing complex products, particularly biological products, on a
          commercial scale; (v) difficulty in gaining and maintaining market
          acceptance of approved products; (vi) seizure or recall of products;
          (vii) the failure to obtain, the imposition of limitations on the use
          of, or loss of patent and other intellectual


                                       46
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                 Three Months and Six Months Ended June 30, 2004


          property rights; (viii) failure to comply with current Good
          Manufacturing Practices and other applicable regulations and quality
          assurance guidelines that could lead to temporary manufacturing
          shutdowns, product shortages and delays in product manufacturing; and
          (ix) other manufacturing or distribution problems;

          Difficulties or delays in product manufacturing or marketing,
          including but not limited to, the inability to build up production
          capacity commensurate with demand, the inability of our suppliers to
          provide raw material, or the failure to predict market demand for or
          to gain market acceptance of approved products;

          Unexpected safety or efficacy concerns arising with respect to
          marketed products, whether or not scientifically justified, leading to
          product recalls, withdrawals, regulatory action on the part of the FDA
          (or foreign counterparts) or declining sales;

          Growth in costs and expenses, changes in product mix, and the impact
          of any acquisitions or divestitures, restructuring and other unusual
          items that could result from evolving business strategies, evaluation
          of asset realization and organizational restructuring;

          Legal difficulties, any of which can preclude or delay
          commercialization of products or adversely affect profitability, such
          as (i) product liability litigation related to our products including,
          without limitation, litigation associated with the prior formulation
          of DIMETAPP, the prior formulation of ROBITUSSIN, PREMPRO, PREMARIN,
          and our former diet drug products, REDUX and PONDIMIN; (ii) claims
          asserting violations of antitrust, securities, or other laws; (iii)
          tax matters; (iv) intellectual property disputes or changes in
          intellectual property legal protections and remedies; (v)
          environmental matters, including obligations under the Comprehensive
          Environmental Response, Compensation and Liability Act, commonly known
          as Superfund; and (vi) complying with the consent decree with the FDA;

          Fluctuations in buying patterns of major distributors, retail chains
          and other trade buyers which may result from seasonality, pricing,
          wholesaler buying decisions or other factors;

          Changes in accounting standards promulgated by the Financial
          Accounting Standards Board, the Emerging Issues Task Force, the
          Securities and Exchange Commission, and the American Institute of
          Certified Public Accountants, which may require adjustments to our
          financial statements; and

          The other factors identified above under "Certain Factors that May
          Affect Future Results."

          This list should not be considered an exhaustive statement of all
          potential risks and uncertainties.


                                       47
<PAGE>

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

          The market risk disclosures appearing on page 70 of the Company's 2003
          Annual Report as incorporated by reference in the Form 10-K have not
          materially changed from December 31, 2003. At June 30, 2004, 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)      $1,453.7           $(2.8)        $(2.8)
          Option contracts (1)          657.2           (11.8)        (11.8)
          Interest rate swaps         5,300.0           (49.5)        (49.5)
          Outstanding debt (2)        7,976.3        (7,926.7)     (8,246.8)


          (1)  If the U.S. dollar were to strengthen or weaken by 10%, in
               relation to all hedged foreign currencies, the net payable on the
               forward and option contracts would decrease or increase by
               approximately $113.9.

          (2)  If the interest rates were to increase or decrease by one
               percentage point, the fair value of the outstanding debt would
               decrease or increase by approximately $667.3.

          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 forward contracts and
          interest rate swaps reflects the present value of the future potential
          loss if settlement were to take place on June 30, 2004; the fair value
          of option contracts reflects the present value of future cash flows if
          the contracts were settled on June 30, 2004; and the fair value of
          outstanding debt instruments reflects a current yield valuation based
          on observed market prices as of June 30, 2004.


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

          As of June 30, 2004, 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-15. 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 Company's periodic SEC filings. During
          the 2004 second quarter, there were no changes in the Company's
          internal control over financial reporting or in other factors that
          could materially affect the Company's internal control over financial
          reporting, nor were any corrective actions required to be taken by the
          Company with regard to significant deficiencies or material weaknesses
          in internal control over financial reporting.


                                       48
<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 have
          been described in the Company's Annual Report on Form 10-K for the
          year ended December 31, 2003, Quarterly Report on Form 10-Q for the
          quarter ended March 31, 2004 and items filed in Current Reports on
          Form 8-K in 2004.

          The REDUX and PONDIMIN diet drug litigation is discussed in greater
          detail in Note 7 to the consolidated condensed financial statements,
          under the caption "Contingencies and Commitments."

          Through June 30, 2004, payments into the REDUX and PONDIMIN national
          settlement funds, individual settlement payments, legal fees and other
          costs totaling $13,338.7 million were paid and applied against the
          litigation accrual. At June 30, 2004, $3,261.3 million of the
          litigation accrual remained.

          In a joint motion filed in the U.S. District Court for the Eastern
          District of Pennsylvania on May 4, 2004, the Company, counsel for the
          plaintiff class in the nationwide settlement and counsel for a number
          of individual class members moved to stay for 60 days the processing
          and payment of Level I and Level II matrix claims and certain
          associated court proceedings. That motion was granted by the court on
          May 10, 2004. The stay was intended to provide the parties with an
          opportunity to draft and submit to the court a Seventh Amendment to
          the settlement agreement that would create a new claims processing
          structure, funding arrangement and payment schedule for these claims.
          On July 13, 2004 the District Court extended the stay, which had
          expired on July 9, 2004, until July 21, 2004. On July 21, the parties
          informed the Court that an agreement had been reached on the terms of
          the proposed Seventh Amendment and that the parties had placed the
          signed agreement in escrow with the Court's Special Master while the
          parties finalized the exhibits to the agreement, including the
          proposed Form of Notice to the class. At the parties' request, the
          Court extended the stay on the processing and payment of Level I and
          Level II claims until August 4, 2004. On August 5, the stay was again
          extended, through August 10, 2004. If the parties file a motion for
          preliminary approval of the proposed Seventh Amendment by August 10,
          the stay will automatically be extended until the District Court
          enters an order granting or denying that motion.

          The proposed Seventh Amendment would require preliminary court
          approval, notice to the class and an opportunity for class members to
          opt out of the Seventh Amendment process, final agreement by the
          Company following the opt out period, trial court approval and final
          judicial approval. If finalized and approved, the proposed Seventh
          Amendment would include the following key terms:

          o    The amendment would create a new Supplemental Fund, to be
               administered by a Fund Administrator who will be appointed by the
               District Court and who will process the Level I and Level II
               matrix claims;


                                       49
<PAGE>


          o    The Company would make initial payments of up to $50.0 million to
               facilitate the establishment of the Supplemental Fund. Following
               approval by the federal court overseeing the settlement and any
               appellate courts, the Company would make an initial payment of
               $400.0 million. The timing of additional payments would be
               dictated by the rate of review and payment of claims by the Fund
               Administrator. The Company would ultimately deposit a total of
               $1,275.0 million, net of certain credits, into the Supplemental
               Fund;

          o    All current matrix Level I and II claimants who qualify under the
               Seventh Amendment, who pass the Settlement Fund's medical review
               and who otherwise satisfy the requirements of the settlement
               would receive a pro rata share of the $1,275.0 million
               Supplemental Fund, after deduction of certain expenses and other
               amounts from the Supplemental Fund. The pro rata amount would
               vary depending upon the number of claimants who pass medical
               review, the nature of their claims, their age and other factors.
               A Seventh Amendment participant who does not qualify for a
               payment after such medical review would be paid $2,000 from the
               Supplemental Fund;
;
          o    Participating class members who would in the future have been
               eligible to file Level I and Level II matrix claims would be
               eligible to receive a $2,000 payment from the settlement Trust;
               such payments would be funded by the Company apart from its other
               funding obligations under the national settlement;

          o    If the participants in the Seventh Amendment have surgery or
               other more serious medical conditions on Matrix Levels III-V by
               the earlier of fifteen years from the date of their last diet
               drug ingestion or by December 31, 2011, they would remain
               eligible to submit claims to the existing settlement Trust and be
               paid the current matrix amounts if they qualify for such payments
               under terms modified by the Seventh Amendment. In the event the
               existing settlement Trust is unable to pay those claims, the
               Company would guarantee payment; and

          o    Class members would have the right to opt out of the Seventh
               Amendment and to remain bound by the terms of the existing
               national settlement. The Company, however, would have the right
               to withdraw from the Seventh Amendment if participation by class
               members is inadequate or for other reasons. All class members who
               participate in the Seventh Amendment would give up any further
               opt-out rights. Approval of the Seventh Amendment would also
               preclude any lawsuits by the Trust or the Company to recover any
               amounts previously paid to class members by the Trust, as well as
               terminate the Claims Integrity Program as to all claimants who do
               not opt out of the Seventh Amendment.

          There can be no assurance that the Company will ultimately proceed
          with the amendment (based upon the level of participation in the
          amendment or for other reasons), or that the amendment will be
          approved by the court and upheld on appeal.

          As of July 19, 2004, approximately 53,000 individuals who had filed
          Intermediate or Back-End opt out forms had served lawsuits on the
          Company. The claims of approximately 42% of the plaintiffs in the
          Intermediate and Back-End opt out cases served on the Company are
          pending in federal court, with approximately 36% pending in state
          courts. The claims of approximately 22% of the Intermediate and
          Back-End opt out plaintiffs have been removed from state courts to
          federal court, but are still subject to a possible remand to state
          court. The Company expects to challenge vigorously all


                                       50
<PAGE>


          Intermediate and Back-End opt out claims of questionable validity or
          medical eligibility and a number of cases have already been dismissed
          on eligibility grounds. However, the total number of filed lawsuits
          that meet the settlement's opt out criteria will not be known for some
          time. As a result, the Company cannot predict the ultimate number of
          purported Intermediate or Back-End opt outs that will satisfy the
          settlement's opt out requirements, but that number could be
          substantial. As to those opt outs who are found eligible to pursue a
          lawsuit, the Company also intends to vigorously defend these cases.

          On July 27, 2004, a Philadelphia jury in the Pennsylvania Court of
          Common Pleas, First Judicial District, hearing the Intermediate opt
          out cases of Istnick v. Wyeth, et al., No. 021200268, and Clepper v.
          Wyeth, et al., No. 021202456, returned a verdict finding that
          plaintiff Istnick had not been damaged by her use of PONDIMIN and that
          plaintiff Clepper had been damaged in the amount of $48,000 by the use
          of PONDIMIN. The Istnick case was thereupon dismissed and the parties
          resolved the Clepper case. On July, 30, 2004, a Philadelphia jury in
          the Pennsylvania Court of Common Pleas, First Judicial District,
          hearing the Intermediate opt out case of Cannon v. Wyeth, et al., No.
          021201534, returned a defense verdict finding that plaintiff Cannon
          had not proven that she had valvular heart disease. The
          Istnick/Clepper and the Cannon cases were tried under a reverse
          bifurcation procedure, in which the parties first try the issue of the
          plaintiff's alleged injury and damages, and only proceed to a trial of
          the Company's liability for the jury's award if any damages are found.
          Because the Istnick/Clepper and Cannon cases were resolved by the
          damage phase, the cases did not proceed to the liability phase. On
          August 6, 2004, a Philadelphia jury in the Pennsylvania Court of
          Common Pleas, First Judicial District, hearing the combined Back-End
          opt out cases of Davis v. Wyeth, et al., No. 021101477, Sidwell v.
          Wyeth, et al., No. 021101431, Roberts v. Wyeth, et al., No. 021102564,
          May v. Wyeth, et al., No. 021103564, and Rogowski v. Wyeth, et al.,
          No. 021201594 returned a verdict in favor of the plaintiffs, awarding
          plaintiff Davis $1,000 in damages and the remaining plaintiffs $750
          each in damages.

          On April 27, 2004, a jury in Beaumont, Texas hearing the case of
          Coffey, et al. v. Wyeth, et al., No. E-167,334, 172nd Judicial
          District Court, Jefferson Cty., TX, returned a verdict in favor of the
          plaintiffs for $113.353 million in compensatory damages and $900.0
          million in punitive damages for the wrongful death of the plaintiffs'
          decedent, allegedly as a result of PPH caused by her use of PONDIMIN.
          On May 17, 2004, the trial court entered judgment on behalf of the
          plaintiffs for the full amount of the jury's verdict, as well as $4.2
          million in pre-judgment interest and $188,737 in guardian ad litem
          fees. On July 26, 2004, the trial court denied in their entirety the
          Company's motions for a new trial or for judgment notwithstanding the
          verdict, including the Company's request for application of Texas's
          statutory cap on punitive damage awards. The Company intends to file
          an appeal from the judgment entered by the trial court and believes
          that it has strong arguments for reversal or reduction of the awards
          on appeal due to the significant number of legal errors made during
          trial and in the charge to the jury and due to a lack of evidence to
          support aspects of the verdict. In connection with its appeal, the
          Company will be required to post a bond, which, under Texas law, may
          not exceed $25.0 million. The appeal process is expected to take one
          to two years at a minimum.


                                       51
<PAGE>


          As of July 16, 2004, the Company was a defendant in approximately 350
          lawsuits in which the plaintiff alleges a claim of PPH, alone or with
          other alleged injuries. Almost all of these claimants must meet the
          definition of PPH set forth in the national settlement agreement in
          order to pursue their claims outside of the national settlement
          (payment of such claims, by settlement or judgment, would be made by
          the Company and not the Trust). Approximately 75 of these cases appear
          to be eligible to pursue a PPH lawsuit under the terms of the national
          settlement. In approximately 50 of these cases the Company expects the
          PPH claims to be voluntarily dismissed by the claimants (although they
          may continue to pursue other claims). In approximately 45 of these
          cases the Company has filed or expects to file motions under the terms
          of the national settlement to preclude plaintiffs from proceeding with
          their PPH claims. For the balance of these cases, the Company
          currently has insufficient medical information to assess whether or
          not the claimants meet the definition of PPH under the national
          settlement. The Company continues to work toward resolving the claims
          of individuals who allege that they have developed PPH as a result of
          their use of the diet drugs and intends vigorously to defend those PPH
          cases that cannot be resolved prior to trial.

          In the litigation involving PREMARIN and PREMPRO, the Company's
          estrogen and estrogen/progestin therapies, respectively, four
          additional putative class action lawsuits have been filed. Three of
          the new class actions have been filed in West Virginia. The putative
          class representative in Michael, et al. v. Wyeth Pharmaceuticals,
          Inc., et al., No. 2:04-0435 (U.S.D.C., S.D. W.Va.), seeks to represent
          a class of all women in the United States who ingested prescription
          hormone therapy (HT) medication prior to July 9, 2002 and allegedly
          suffered personal injury as a result. Compensatory and punitive
          damages are sought. The putative class representative in Green, et al.
          v. Wyeth, Inc., et al., No. 3:04-0700 (U.S.D.C., S.D. W.Va.), seeks to
          represent a class of all residents of Arizona, California, Georgia,
          Illinois, Indiana, Ohio, Oregon, Pennsylvania, Texas and West Virginia
          who used HT and allegedly suffered personal injuries, as well as all
          residents of other states who were prescribed the product by a
          physician licensed and practicing in one of the 10 specified states or
          who were injured by the product in one of those states. Compensatory
          damages, medical monitoring costs and punitive damages are sought. The
          putative class representatives in Barker, et al. v. Wyeth, et al., No.
          04-C-1932 (U.S.D.C., S.D. W.Va.) are seeking to represent a class of
          West Virginia women who used HT and allegedly suffered personal
          injuries, as well as all residents of other states who were prescribed
          HT by a physician licensed and practicing in West Virginia or who
          received patient information about HT that had been provided by one or
          more of the defendants to West Virginia physicians. Compensatory
          damages, medical monitoring costs and punitive damages are sought. The
          fourth new class action, Vitanza, et al. v. Wyeth, Inc., et al., No.
          ATL-L-2093-04 (N.J. Super. Ct., Atlantic Cty.), seeks certification of
          a class of New Jersey residents who have used PREMPRO and are not
          suffering from breast cancer or coronary heart disease, but are
          allegedly at increased risk for such diseases. Medical monitoring is
          the sole form of relief sought. The Company is currently defending
          approximately 1,870 actions in various courts for personal injuries
          allegedly arising out of the use of PREMARIN or PREMPRO, including
          breast cancer, stroke and heart disease. Together, these cases assert
          claims on behalf of approximately 3,136 women allegedly injured by
          PREMPRO or PREMARIN.


                                       52
<PAGE>


          On July 9, 2002, interim findings from the Women's Health Initiative
          (WHI) study evaluating HT were released. The estrogen plus progestin
          arm of the study (in which the Company's PREMPRO product was used as
          the study drug) was stopped early because of findings of slightly
          increased risks of breast cancer, stroke and coronary heart disease
          among the women taking the drug compared to those in the placebo
          group. The arm of the study relating to the Company's PREMARIN
          conjugated estrogens product continued through March 2004 when the
          National Institutes of Health (NIH) announced preliminary findings
          from the estrogen-only arm of the WHI study and that it had decided to
          stop the study because they believed that the results would not likely
          change during the period until completion of the study in 2005 and the
          increased risk of stroke seen in the treatment arm could not be
          justified by what could be learned in an additional year of treatment.
          NIH concluded that estrogen alone did not appear to affect (either
          increase or decrease) coronary heart disease and did not increase the
          risk of breast cancer. In addition, NIH found an association with a
          decrease in the risk of hip fracture. This increased risk of stroke
          was similar to the increase seen in the HT subset of the WHI study.
          Data from the Women's Health Initiative Memory Study (WHIMS) showed an
          increased risk of probable dementia and/or mild cognitive impairment
          in women age 65 and older when data from both the PREMARIN and PREMPRO
          arm were pooled. The study also reported a trend towards increased
          risk of possible dementia in women treated with PREMARIN alone. WHIMS
          data published in the Journal of American Medical Association (JAMA)
          in June 2004 and in a separate report published in JAMA at the same
          time indicated that HT did not improve cognitive impairment and may
          adversely affect it in some women. The Company will work with the FDA
          to update the labeling for its HT products to include the latest data.

          In the litigation involving the Company's cough/cold products that
          contained the ingredient phenylpropanolamine (PPA), the Company is
          currently a named defendant in approximately 741 lawsuits (on behalf
          of a total of approximately 1,234 plaintiffs). Seventeen PPA cases
          involving the Company are currently scheduled for trial during 2004.

          In the litigation alleging that the administration of one or more
          vaccines containing thimerosal, a preservative used in certain
          vaccines manufactured and distributed by the Company as well as by
          other vaccine manufacturers, causes severe neurological damage,
          including autism, the Company has been served with 367 lawsuits in
          various state and federal courts involving 942 vaccine recipients. Of
          those 942 vaccine recipients, 479 have also filed petitions for
          compensation in the United States Court of Federal Claims under the
          provisions of the federal Vaccine Compensation Act (the Vaccine
          Court). Of these 479 Vaccine Court petitioners, 42 have withdrawn from
          Vaccine Court (32 of whom are currently proceeding with lawsuits
          against the Company), and 407 of those currently proceeding in Vaccine
          Court have had their petitions in that Court pending for over 240
          days. Absent a Vaccine Court judgment, Vaccine Court petitioners are
          first eligible to withdraw from Vaccine Court 240 days after they file
          their petitions. Currently there are over 4,000 petitions pending as
          part of an Omnibus Autism Proceeding in Vaccine Court, but it is
          unknown how many of those petitioners received one or more vaccines
          manufactured and distributed by the Company.


                                       53
<PAGE>


          Broadview Pharmacy, a retail pharmacy located in Toronto, Canada, has
          filed an application for leave to file a private application for
          remedial relief with Canada's Competition Tribunal against Wyeth
          Canada under Section 75 of Canada's Competition Act. The application
          alleges that Wyeth Canada has refused to supply the pharmacy with
          Wyeth Canada's prescription pharmaceutical products. Pursuant to
          Canada's Competition Act, Broadview Pharmacy, if ultimately successful
          in obtaining leave and proceeding with an application, may obtain an
          order requiring Wyeth Canada to deal with Broadview on Wyeth Canada's
          ordinary and customary terms, but would not be entitled to monetary
          damages.

          The Company has been named as a defendant in an action brought by
          Compass Marketing, Inc. alleging that Schering-Plough Corporation and
          Wyeth Consumer Healthcare violated federal and state antitrust laws
          and state common laws by allegedly engaging in certain collusive
          practices regarding commission rates and credit terms. Compass
          Marketing, Inc. v. Schering-Plough Corp., et al., No. 1:04-CV-1663,
          U.S.D.C., D. Md. Compass Marketing is a former Wyeth Consumer
          Healthcare broker that provided brokerage services for a small segment
          of the over-the-counter drug business. The complaint seeks treble
          damages under the federal antitrust laws, as well as punitive and
          exemplary damages on the state common law claims. The Company has
          answered the complaint denying the allegations and asserted a
          counterclaim for breach of contract. The complaint stems from the same
          allegations that Compass Marketing, Inc. made to the Antitrust
          Division of the Department of Justice.

          The Company has been named as a defendant, along with other
          pharmaceutical manufacturers, in seven civil actions in Minneapolis,
          Minnesota federal District Court alleging that the defendant companies
          violated federal antitrust statutes and certain state antitrust,
          consumer protection and unfair trade practice laws by unlawfully
          agreeing to engage in conduct to prevent U.S. consumers from
          purchasing defendants' prescription drugs from Canada. Iverson, et al.
          v. Pfizer, Inc., et al., No. 0:04-CV-02724, U.S.D.C., D. Minn.;
          Schafer, et al. v. Pfizer, Inc., et al., No. 0:04-CV-2763, U.S.D.C.,
          D. Minn.; Noonan, et al. v. Pfizer, Inc., et al., No. 0:04-CV-2898,
          U.S.D.C., D. Minn.; Koch, et al. v. Pfizer, Inc., et al., No.
          0:04-CV-2899, U.S.D.C., D. Minn.; United Senior Action of Indiana, et
          al. v. Pfizer, Inc. et al., No. 0:04-CV-2931, U.S.D.C., D. Minn.;
          Mills, et al. v. Pfizer, Inc., et al., No. 0:04-CV-3143, U.S.D.C., D.
          Minn.; Central Laborers Welfare Fund, et al. v. Pfizer, Inc., et al.,
          No. 0:04-CV-3198, U.S.D.C., D. Minn. These actions are purported
          class actions filed on behalf of indirect purchasers of the
          pharmaceutical companies' products. These plaintiffs claim that, as a
          result of the alleged unlawful agreement, the purported class members
          have paid higher prices for the defendants' pharmaceutical products
          than in the absence of the alleged agreement. The complaints seek
          various forms of relief, including damages, treble damages,
          restitution, disgorgement, injunctive relief and attorneys' fees.

          The Company, along with 43 other pharmaceutical manufacturers, has
          been named as a defendant in a suit filed by the City of New York.
          City of New York v. Abbott Laboratories, Inc., et al. U.S.D.C.,
          S.D.N.Y. No. 04-CV-06054. The complaint, which has not yet been served
          on Wyeth, alleges that all the defendants caused plaintiff to overpay
          for prescription drugs by inflating their Average Wholesale Prices
          (AWP), which determine the initial Medicaid price for the drugs, and
          by deliberately miscalculating


                                       54
<PAGE>


          their Best Price (BP) and Average Manufacturer's Price (AMP), which
          are used to calculate Medicaid rebates. Plaintiff seeks compensatory
          and punitive damages, as well as an accounting for all New York City
          drug purchases from 1992 to date. Plaintiff's counsel is also
          prosecuting similar suits on behalf of Suffolk, Rockland and
          Westchester counties in New York state, in which cases the Company is
          already named as a defendant.

          The Company has received notifications from Teva Pharmaceuticals USA
          (Teva), Sandoz, Inc. and Sun Pharmaceutical Advanced Research Centre
          Limited that Abbreviated New Drug Applications had been filed with the
          FDA seeking approval to market generic pantoprazole sodium 20 mg and
          40 mg delayed release tablets. Pantoprazole sodium is the active
          ingredient used in PROTONIX. The Orange Book lists two patents in
          connection with PROTONIX tablets. The first of these patents covers
          pantoprazole and expires in July 2010. The other listed patent is a
          formulation patent and expires in December 2016. Wyeth's licensing
          partner Altana Pharma AG (Altana) is the owner of these patents. In
          May 2004, Altana and the Company filed a lawsuit against Teva in the
          U.S. District Court for the District of New Jersey, Docket No.
          2:04-CV-02355, alleging infringement of the patent expiring in 2010.
          The Company intends, and is informed that Altana intends, to pursue
          the causes of action under this litigation vigorously.

          Boston Scientific brought a patent infringement lawsuit against
          Cordis, seeking to enforce a patent on stent coatings against Cordis'
          CYPHER sirolimus drug-eluting stent, Boston Scientific Scimed v.
          Cordis, Docket No. 03-283, U.S.D.C., D. Del. In an earlier filed
          action, Cordis sued Boston Scientific seeking to enforce Cordis' stent
          architecture patent. In the respective actions, both Boston Scientific
          and Cordis sought a preliminary injunction against the other. On
          November 21, 2003, the District Court denied both motions for
          preliminary injunction. Cordis appealed the denial of the injunction
          against Boston Scientific to the U.S. Court of Appeals for the Federal
          Circuit. In May 2004, the appellate court affirmed the District
          Courts' denial of the preliminary injunction. The case is scheduled
          for trial in 2005. Although the Company is not a party to this
          litigation, if Cordis were to be enjoined from selling the CYPHER
          stent, the Company could lose licensing income. Cordis has advised the
          Company that it intends to vigorously defend this litigation.

          The Company is cooperating in responding to the subpoena served on the
          Company on January 21, 2004 from the U.S. Office of Personnel
          Management, Office of the Inspector General, requesting certain
          documents related to EFFEXOR. The subpoena requests documents related
          principally to educating or consulting with physicians, as well as
          marketing or promotion of EFFEXOR to physicians or pharmacists from
          January 1, 1997 to September 30, 2003. Other manufacturers of
          psychopharmacologic products have also received subpoenas.

          The Company has settled the Notice of Violation served by the Office
          of Federal Contract Compliance Programs alleging disparities in pay
          between men and women in certain job classifications and inadequate
          systems to check for such disparities. Under the Settlement Agreement,
          the Company has agreed to perform a self-audited review of
          compensation of all female exempt employees at the Company's offices
          in Collegeville, Pennsylvania.


                                       55
<PAGE>


          Under the Settlement Agreement, no compensation adjustments for any
          time period in the past are necessary.

          In the litigation involving allegations that the Company violated
          federal and state antitrust laws through the use of alleged exclusive
          contracts and "disguised exclusive contracts" with managed care
          organizations and pharmacy benefit managers concerning PREMARIN,
          United States District Judge Sandra S. Beckwith has granted the
          indirect-purchasers' motion for class certification. Ferrell, et al.
          v. Wyeth-Ayerst Labs., Inc., Civ. A. No. C-1-01-634, U.S.D.C., S.D.
          Oh. Additionally, the court granted in part the Company's motion for
          partial dismissal of certain state antitrust actions by dismissing
          plaintiffs' claims brought under the antitrust laws of New Jersey and
          Louisiana, but otherwise denied the motion with respect to the other
          state laws that were the subject of the motion. In addition to the
          Ferrell action, the following two actions are also presently pending
          in the Ohio Federal District Court: a direct-purchaser class action,
          J.B.D.L. Corp., et al. v. Wyeth-Ayerst Labs., Inc., et al., Civ. A.
          No. C-1-01-704, U.S.D.C., S.D. Oh., and an action brought on behalf of
          CVS Meridian, Inc. and Rite Aid Corporation, who opted out of the
          federal direct-purchaser class action and filed a separate action
          based on their status as direct-purchasers and/or assignees of the
          claims of certain direct-purchasing wholesalers. CVS Meridian, Inc.,
          et al. v. Wyeth, Civil A. No. C-1-03-781, U.S.D.C., S.D. Oh. Moreover,
          California Superior Court Judge Richard A. Kramer granted an
          indirect-purchaser's motion for class certification. Blevins v.
          Wyeth-Ayerst Labs., Inc., et al., Case No. 324380, Cal. Super. Ct.,
          San Francisco Cty. In addition to the Blevins action, there is one
          putative indirect-purchaser class action pending in California state
          court. Sullivan v. Wyeth-Ayerst Labs., Inc., et al., Case No.
          GIC796997, Cal. Super. Ct., San Diego Cty.

          The Company has been sued by Aventis in a breach of contract case in
          the Commercial Court of Nanterre, France arising out of an October 12,
          2000 Agreement between the parties relating to the development of
          hormone therapy drugs utilizing Aventis's trimegestone (TMG)
          progestin. The agreement granted Wyeth a worldwide exclusive license
          of Aventis's patents and know-how relating to TMG and Wyeth agreed to
          develop, manufacture and sell two different hormone therapy products:
          a product combining Wyeth's PREMARIN product with TMG, and a product
          combining 17 beta estradiol and TMG, referred to as "Totelle". The
          Company terminated the agreement in December 2003, and Aventis claims
          that the termination was improper. The complaint seeks monetary
          damages in the amount of $579.0 million. It also seeks certain
          injunctive relief to ensure continued marketing of Totelle, including
          compelling continued manufacture of the product and the compulsory
          licensing of Totelle trademarks.

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

          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 pending litigation (other than the
          litigation involving REDUX and PONDIMIN, the potential effects of
          which are discussed in Note 7 to the consolidated condensed financial
          statements, Contingencies and Commitments) 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.


                                       56
<PAGE>


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

          (a)  The matters described under item 4(c) below were submitted to a
               vote of security holders, through the solicitation of proxies
               pursuant to Section 14 under the Securities Exchange Act of 1934,
               as amended, at the Annual Meeting of Stockholders held on April
               22, 2004 (the Annual Meeting).

          (b)  Not applicable.

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

               (i)  Election of directors:

                    Nominee                           For             Withheld
                    -------                           ---             --------
                    Clifford L. Alexander, Jr.        1,099,309,328   38,804,456
                    Frank A. Bennack, Jr.             1,106,564,113   31,549,671
                    Richard L. Carrion                1,098,211,449   39,902,335
                    Robert Essner                     1,105,159,077   32,954,707
                    John D. Feerick                   1,100,646,251   37,467,533
                    Robert Langer, Sc.D.              1,113,491,173   24,622,611
                    John P. Mascotte                  1,104,602,248   33,511,536
                    Mary Lake Polan,M.D.,Ph.D.,M.P.H. 1,113,539,051   24,574,733
                    Ivan G. Seidenberg                1,106,041,894   32,071,890
                    Walter V. Shipley                 1,098,722,083   39,391,701
                    John R. Torell III                1,107,893,885   30,219,899

               (ii) Ratification of the appointment of PricewaterhouseCoopers
                    LLP as principal independent public accountants for 2004:

                    For                      Against               Abstain
                    ---                      -------               -------
                    1,113,685,204            17,589,352            6,839,228

               (iii)Adoption of Stockholder Proposal regarding access to and
                    affordability of prescription drugs:

                    For                      Against               Abstain
                    ---                      -------               -------
                    52,145,576               838,182,193           87,144,326

                    There were 160,641,689 broker non-votes with reference to
                    this item.

               (iv) Adoption of Stockholder Proposal on animal testing:

                    For                      Against               Abstain
                    ---                      -------               -------
                    21,968,950               846,615,459           108,887,686

                    There were 160,641,689 broker non-votes with reference to
                    this item.


                                       57
<PAGE>


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

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

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

               (10.1)        Executive Retirement Plan, as amended to date.

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

               (31.1)        Certification of disclosure as adopted pursuant to
                             Section 302 of the Sarbanes-Oxley Act of 2002.

               (31.2)        Certification of disclosure as adopted pursuant to
                             Section 302 of the Sarbanes-Oxley Act of 2002.

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

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

               (99.1)        Description of Amendment No. 1 to Amended and
                             Restated Promotion Agreement, effective July 8,
                             2003, by and among the Company, Immunex Corporation
                             and Amgen Inc. (filed as Exhibit 10.94 to Amgen's
                             Annual Report on Form 10-K (File No 1-2477) for the
                             fiscal year ended December 31, 2003) is
                             incorporated herein by reference.

               (99.2)        Description of Amendment No. 2 to Amended and
                             Restated Promotion Agreement, effective April 20,
                             2004, by and among the Company, Immunex Corporation
                             and Amgen Inc. (filed as Exhibit 10.93 to Amgen's
                             Amended Registration Statement on Form S-4/A (File
                             No 333-114820) filed on June 29, 2004) is
                             incorporated herein by reference.


                                       58
<PAGE>


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

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

               o    April 21, 2004 relating to furnishing Wyeth's earnings
                    results for the 2004 first quarter (Item 12 disclosure).

               o    April 28, 2004 relating to information on Wyeth's diet drug
                    litigation (Item 5 disclosure).

               o    April 29, 2004 relating to furnishing additional information
                    on Wyeth's diet drug litigation (Item 9 disclosure).

               o    May 26, 2004 relating to furnishing information on Wyeth's
                    diet drug litigation (Items 5 and 7 disclosure).

               o    July 21, 2004 relating to furnishing Wyeth's earnings
                    results for the 2004 second quarter (Item 12 disclosure).

               o    July 22, 2004 relating to furnishing information on Wyeth's
                    diet drug litigation (Items 5 and 7 disclosure).


                                       59
<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: August 9, 2004


                                       60
<PAGE>


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


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

          (10.1)         Executive Retirement Plan, as amended to date.

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

          (31.1)         Certification of disclosure as adopted pursuant to
                         Section 302 of the Sarbanes-Oxley Act of 2002.

          (31.2)         Certification of disclosure as adopted pursuant to
                         Section 302 of the Sarbanes-Oxley Act of 2002.

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

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


                                      EX-1