================================================================================
                                  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
      September 30, 2003

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

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

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


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

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

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



The number of shares of Common Stock outstanding as of the close of business on
October 31, 2003:

                                                          Number of
                   Class                              Shares Outstanding
                   -----                              ------------------
     Common Stock, $0.33-1/3 par value                  1,331,804,873

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


<PAGE>


                                      WYETH

                                      INDEX

                                                                        Page No.

Part I   -  Financial Information                                            2

         Item 1. Consolidated Condensed Financial Statements:

                 Consolidated Condensed Balance Sheets -
                   September 30, 2003 and December 31, 2002                  3

                 Consolidated Condensed Statements of Operations -
                   Three and Nine Months Ended September 30,
                   2003 and 2002                                             4

                 Consolidated Condensed Statements of Changes in
                   Stockholders' Equity - Nine Months Ended
                   September 30, 2003 and 2002                               5

                 Consolidated Condensed Statements of Cash Flows -
                   Nine Months Ended September 30, 2003 and 2002             6

                 Notes to Consolidated Condensed Financial Statements      7-19

         Item 2. Management's Discussion and Analysis of
                   Financial Condition and Results of Operations          20-35

         Item 3. Quantitative and Qualitative Disclosures about
                   Market Risk                                              36

         Item 4. Controls and Procedures                                    36

Part II  -  Other Information                                               37

         Item 1. Legal Proceedings                                        37-39

         Item 5. Approval of Audit-Related and Tax Services                 39

         Item 6. Exhibits and Reports on Form 8-K                           40

Signature                                                                   41

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 September 30, 2003 and December 31, 2002, the
results of its operations for the three and nine months ended September 30, 2003
and 2002, and changes in stockholders' equity and cash flows for the nine months
ended September 30, 2003 and 2002. It is suggested that these consolidated
condensed financial statements and management's discussion and analysis of
financial condition and results of operations be read in conjunction with the
financial statements and the notes thereto included in the Company's 2002 Annual
Report on Form 10-K, Current Reports on Form 8-K and Quarterly Reports on Form
10-Q for the quarters ended March 31, 2003 and June 30, 2003.

We make available through our Company 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 website is www.wyeth.com.


                                       2
<PAGE>

<TABLE>
                                              WYETH
                              CONSOLIDATED CONDENSED BALANCE SHEETS
                             (In Thousands Except Per Share Amounts)
                                           (Unaudited)
<CAPTION>
                                                                 September 30,      December 31,
                                                                     2003               2002
                                                                 -------------      ------------
<S>                                                              <C>                <C>
ASSETS
Cash and cash equivalents                                           $3,107,281        $2,943,604
Marketable securities                                                1,291,065         1,003,275
Amgen investment                                                           -           1,509,947
Accounts receivable less allowances                                  2,516,942         2,379,819
Inventories:
     Finished goods                                                    845,358           736,360
     Work in progress                                                1,133,101           808,711
     Materials and supplies                                            458,351           447,653
                                                                 -------------      ------------
                                                                     2,436,810         1,992,724
Other current assets including deferred taxes                        2,819,907         1,766,483
                                                                 -------------      ------------
     Total Current Assets                                           12,172,005        11,595,852

Property, plant and equipment                                       11,221,276         9,834,985
     Less accumulated depreciation                                   2,933,078         2,599,293
                                                                 -------------      ------------
                                                                     8,288,198         7,235,692
Goodwill                                                             3,795,029         3,745,749
Other intangibles, net of accumulated amortization
  (September 30, 2003-$116,189 and December 31, 2002-$95,223)          157,192           145,915
Other assets including deferred taxes                                3,828,957         3,271,741
                                                                 -------------      ------------
     Total Assets                                                  $28,241,381       $25,994,949
                                                                 =============      ============

LIABILITIES
Loans payable                                                         $510,600          $804,894
Trade accounts payable                                                 693,156           672,633
Dividends payable                                                      306,290               -
Accrued expenses                                                     4,997,114         3,788,653
Accrued federal and foreign taxes                                    1,060,810           209,479
                                                                 -------------      ------------
     Total Current Liabilities                                       7,567,970         5,475,659

Long-term debt                                                       6,629,285         7,546,041
Accrued postretirement benefit obligations other than pensions       1,008,523           965,081
Other noncurrent liabilities                                         4,362,291         3,852,256

Contingencies and commitments (Note 3)

STOCKHOLDERS' EQUITY
$2.00 convertible preferred stock, par value $2.50 per share                43                46
Common stock, par value $0.33-1/3 per share                            443,887           442,019
Additional paid-in capital                                           4,707,330         4,582,773
Retained earnings                                                    3,777,292         3,286,645
Accumulated other comprehensive loss                                  (255,240)         (155,571)
                                                                 -------------      ------------
     Total Stockholders' Equity                                      8,673,312         8,155,912
                                                                 -------------      ------------
     Total Liabilities and Stockholders' Equity                    $28,241,381       $25,994,949
                                                                 =============      ============

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                   Nine Months
                                                          Ended September 30,           Ended September 30,
                                                       ------------------------      --------------------------
                                                          2003          2002            2003           2002
                                                       ----------    ----------      -----------    -----------
<S>                                                    <C>           <C>             <C>            <C>
Net revenue                                            $4,081,609    $3,623,672      $11,517,222    $10,770,041
                                                       ----------    ----------      -----------    -----------
Cost of goods sold                                      1,126,356     1,058,122        3,074,555      2,747,516
Selling, general and administrative expenses            1,313,870     1,216,073        3,967,362      3,796,457
Research and development expenses                         502,758       518,608        1,517,123      1,525,681
Interest expense, net                                      24,304        52,367           77,182        161,326
Other income, net                                          (5,732)      (21,850)        (269,299)      (155,188)
Diet drug litigation charges                            2,000,000     1,400,000        2,000,000      1,400,000
Gains related to Immunex/Amgen
   common stock transactions                                  -      (2,627,600)        (860,554)    (2,627,600)
                                                       ----------    ----------      -----------    -----------

Income (loss) before federal and foreign taxes           (879,947)    2,027,952        2,010,853      3,921,849
Provision (benefit) for federal and foreign taxes        (453,589)      626,553          294,924      1,048,671
                                                       ----------    ----------      -----------    -----------


Net income (loss)                                       $(426,358)   $1,401,399       $1,715,929     $2,873,178
                                                       ==========    ==========      ===========    ===========


Basic earnings (loss) per share                            $(0.32)        $1.06            $1.29          $2.17
                                                       ==========    ==========      ===========    ===========


Diluted earnings (loss) per share                          $(0.32)        $1.05            $1.29          $2.15
                                                       ==========    ==========      ===========    ===========



Dividends paid per share of common stock                    $0.23         $0.23            $0.69          $0.69
                                                       ==========    ==========      ===========    ===========


Dividends declared per share of common stock                $0.23         $0.23            $0.92          $0.92
                                                       ==========    ==========      ===========    ===========

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

Net income                                                                              1,715,929                         1,715,929
Currency translation adjustments                                                                           413,008          413,008
Unrealized gains on derivative contracts, net                                                                   24               24
Unrealized gains on marketable securities, net                                                               2,413            2,413
Realized gain reclassified to net income                                                                  (515,114)        (515,114)
                                                                                                                      -------------
     Comprehensive income, net of tax                                                                                     1,616,260
                                                                                                                      -------------

Cash dividends declared (1)                                                            (1,223,091)                       (1,223,091)
Common stock issued for stock options                           1,807       104,380                                         106,187
Other exchanges                                        (3)         61        20,177        (2,191)                           18,044
                                              -----------    --------    ----------    ----------    -------------    -------------
Balance at September 30, 2003                         $43    $443,887    $4,707,330    $3,777,292        $(255,240)      $8,673,312
                                              ===========    ========    ==========    ==========    =============    =============

Nine Months Ended September 30, 2002:
                                                 $2.00                                                Accumulated
                                              Convertible                Additional                      Other            Total
                                               Preferred      Common      Paid-in       Retained     Comprehensive    Stockholders'
                                                 Stock        Stock       Capital       Earnings     Income (Loss)        Equity
                                              -----------    --------    ----------    ----------    -------------    -------------
Balance at January 1, 2002                            $51    $440,190    $4,295,051      $170,309        $(833,028)      $4,072,573

Net income                                                                              2,873,178                         2,873,178
Currency translation adjustments                                                                           105,858          105,858
Unrealized losses on derivative contracts, net                                                             (21,898)         (21,898)
Unrealized gains on marketable securities, net                                                             811,504          811,504
                                                                                                                      -------------
     Comprehensive income, net of tax                                                                                     3,768,642
                                                                                                                      -------------

Cash dividends declared (2)                                                            (1,219,147)                       (1,219,147)
Purchases of common stock for treasury                           (667)       (5,472)     (107,788)                         (113,927)
Common stock issued for stock options                           2,206       203,852                                         206,058
Other exchanges                                        (5)        141        19,795        (3,581)                           16,350
                                              -----------    --------    ----------    ----------    -------------    -------------
Balance at September 30, 2002                         $46    $441,870    $4,513,226    $1,712,971          $62,436       $6,730,549
                                              ===========    ========    ==========    ==========    =============    =============

(1) Included in cash dividends declared were the following dividends payable at September 30, 2003:
    - Common stock cash dividend of $0.23 per share ($306,281 in the aggregate) declared on September 25, 2003 and
      payable on December 1, 2003; and
    - Preferred stock cash dividends of $0.50 per share ($9 in the aggregate) declared on June 25, 2003 and paid
      on October 1, 2003.

(2) Included in cash dividends declared were the following dividends payable at September 30, 2002:
    - Common stock cash dividend of $0.23 per share ($304,891 in the aggregate) declared on September 26, 2002 and
      paid on December 1, 2002; and
    - Preferred stock cash dividends of $0.50 per share ($9 in the aggregate) declared on June 20, 2002 and paid
      on October 1, 2002.

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>
                                                                         Nine Months
                                                                     Ended September 30,
                                                                 ----------------------------
                                                                    2003              2002
                                                                 ----------        ----------
<S>                                                              <C>               <C>
Operating Activities
--------------------
Net income                                                       $1,715,929        $2,873,178
Adjustments to reconcile net income to net cash
  provided by operating activities:
   Diet drug litigation charges                                   2,000,000         1,400,000
   Gains related to Immunex/Amgen common stock transactions        (860,554)       (2,627,600)
   Gains on sales of assets                                        (289,561)         (111,299)
   Depreciation and amortization                                    398,064           365,510
   Change in deferred income taxes                                 (727,809)          424,396
   Diet drug litigation payments                                   (336,059)       (1,047,416)
   Security fund deposit                                           (535,200)         (415,000)
   Changes in working capital, net                                  451,425          (471,267)
   Other items, net                                                 (24,398)         (222,490)
                                                                 ----------        ----------
Net cash provided by operating activities                         1,791,837           168,012
                                                                 ----------        ----------

Investing Activities
--------------------
Purchases of property, plant and equipment                       (1,245,673)       (1,301,584)
Proceeds from sales of Amgen common stock                         1,579,917               -
Proceeds from Amgen acquisition of Immunex                              -           1,005,201
Proceeds from sales of assets                                       332,956           422,514
Proceeds from sales and maturities of marketable securities         775,674         1,336,764
Purchases of marketable securities                               (1,059,125)       (1,537,504)
                                                                 ----------        ----------
Net cash provided by (used for) investing activities                383,749           (74,609)
                                                                 ----------        ----------

Financing Activities
--------------------
Net proceeds from (repayments of) commercial paper               (2,996,030)        1,364,883
Proceeds from issuance of long-term debt                          1,800,000               -
Other borrowing transactions, net                                   (25,159)              456
Dividends paid                                                     (916,801)         (914,247)
Purchases of common stock for treasury                                  -            (113,927)
Exercises of stock options                                          106,187           206,058
                                                                 ----------        ----------
Net cash provided by (used for) financing activities             (2,031,803)          543,223
                                                                 ----------        ----------
Effects of exchange rate changes on cash balances                    19,894               188
                                                                 ----------        ----------
Increase in cash and cash equivalents                               163,677           636,814
Cash and cash equivalents, beginning of period                    2,943,604         1,744,734
                                                                 ----------        ----------
Cash and cash equivalents, end of period                         $3,107,281        $2,381,548
                                                                 ==========        ==========

Supplemental Information
------------------------
Interest payments                                                  $275,940          $333,133
Income tax payments, net of refunds                                 395,371           394,207

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


                                       6
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

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

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

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

<TABLE>
<CAPTION>
                                                                        Three Months                     Nine Months
                                                                     Ended September 30,             Ended September 30,
                                                                  -------------------------       --------------------------
          (In thousands except per share amounts)                   2003            2002             2003            2002
          ------------------------------------------------        ---------      ----------       ----------      ----------
<S>                                                               <C>            <C>              <C>             <C>
          Net income (loss), as reported                          $(426,358)     $1,401,399       $1,715,929      $2,873,178
          Deduct: total stock-based employee
            compensation expense determined under fair
            value-based method for all awards, net of  tax           77,965          81,901          233,518         222,611
                                                                  ---------      ----------       ----------      ----------

          Pro forma net income (loss)                             $(504,323)     $1,319,498       $1,482,411      $2,650,567
                                                                  =========      ==========       ==========      ==========

          Earnings (loss) per share:
            Basic - as reported                                      $(0.32)          $1.06            $1.29           $2.17
                                                                  =========      ==========       ==========      ==========
            Basic - pro forma                                        $(0.38)          $1.00            $1.12           $2.00
                                                                  =========      ==========       ==========      ==========

            Diluted - as reported                                    $(0.32)          $1.05            $1.29           $2.15
                                                                  =========      ==========       ==========      ==========
            Diluted - pro forma                                      $(0.38)          $0.99            $1.11           $1.99
                                                                  =========      ==========       ==========      ==========
</TABLE>

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


                                       7
<PAGE>
                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          The changes in the carrying amount of goodwill by segment for the nine
          months ended September 30, 2003, are as follows:

<TABLE>
<CAPTION>
                                                                    Consumer
          (In thousands)                       Pharmaceuticals     Healthcare       Total
          --------------------------------     ---------------     ----------     ----------
<S>                                            <C>                 <C>            <C>
          Balance at December 31, 2002           $3,155,403         $590,346      $3,745,749
          Currency translation adjustments           47,989            1,291          49,280
                                                 ----------         --------      ----------
          Balance at September 30, 2003          $3,203,392         $591,637      $3,795,029
                                                 ==========         ========      ==========
</TABLE>


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

          Issuance of $1,800.0 Million of Notes:

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

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

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

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

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


                                       8
<PAGE>
                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          New Credit Facility:

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

          At September 30, 2003, the Company had commercial paper outstanding of
          $791.1 million, which is supported by the credit facilities identified
          above and was classified as Long-term debt.


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

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

          The nationwide class action settlement to resolve litigation brought
          against the Company regarding use of the diet drugs PONDIMIN (which in
          combination with phentermine, a product that was not manufactured,
          distributed or sold by the Company, was commonly referred to as
          "fen-phen") or REDUX received final judicial approval effective
          January 3, 2002.

          As previously reported, 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 October
          29, 2003, the Trust had recorded approximately 108,400 matrix-level
          claim forms. Approximately 24,300 of these forms are so deficient,
          incomplete or duplicative of other forms filed by the same claimant
          that they are, in the Company's view, unlikely to result in a
          significant number of matrix claims to be processed further.

          The Company's current understanding of the status of the remaining
          approximately 84,100 forms, based on its analysis of data received
          from the Trust through October 29, 2003, is as follows. Approximately
          10,400 of the matrix claims have been processed to completion, with
          those claims either paid (approximately 2,850 claims, with payments of
          $1,074.2 million), denied (approximately 7,100) or withdrawn.
          Approximately 2,300 claims have begun the 100% audit process ordered
          in late 2002 by the federal court


                                       9
<PAGE>
                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          overseeing the national settlement. Approximately 25,000 claims allege
          conditions that, if true, would entitle the claimant to receive a
          matrix award; these claims have not yet entered the audit process.
          Another approximately 16,800 claims with similar allegations have been
          purportedly substantiated by physicians whose claims are now subject
          to the outcome of the Trust's Integrity Program, discussed below.
          Approximately 29,400 claim forms do not currently 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 200 claims are currently in
          the data entry process and cannot be assessed at this time.

          In addition to the approximately 108,400 matrix claims filed as of
          October 29, 2003, additional matrix claims may be filed through 2015
          by class members who develop a matrix condition in the future if they
          have registered with the Trust by May 3, 2003, and have demonstrated
          FDA+ 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 current understanding, based on data received from the
          Trust through October 29, 2003, is that audits have been completed on
          1,064 of the approximately 2,300 claims that have begun the 100% audit
          process. Of these, 351 were found to be payable at the amount claimed
          and 21 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 it remains unclear
          whether the claims audited to date are a representative sample of the
          claims that might proceed to audit, 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
          94% of the 25,000 matrix claimants who allege conditions that, if
          true, would entitle them to an award (and approximately 99% of the
          approximately 16,800 claims certified by physicians 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 range
          from $192,111 to $643,500.)

          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 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


                                       10
<PAGE>
                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          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 an Integrity Program, which is designed to protect the
          Trust from paying illegitimate or fraudulent claims.

          Pursuant to the Integrity Program, the Trust has required additional
          information concerning matrix claims purportedly substantiated by
          thirteen identified physicians 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 16,800 matrix claims
          were purportedly substantiated by the thirteen physicians currently
          covered by the Integrity Program. It is the Company's understanding
          that additional claims substantiated by additional physicians might be
          subjected to the same requirements of the 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 Integrity
          Program is at this time uncertain. Counsel for certain claimants
          affected by the program recently challenged the Trust's authority to
          implement the 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 Integrity Program are possible.

          The Trust has also adopted a program to prioritize the handling of
          those matrix claims that it believes are least likely to be
          illegitimate. Under the plan, claims under Levels III, IV and V will
          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 policy will also prioritize 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 20 or fewer matrix claims.

          Finally, 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 indicated that one of the goals of the
          Integrity Program is to recoup funds from those entities that caused
          the Trust to pay illegitimate claims.

          The Company continues to monitor the progress of the Trust's audit
          process and its Integrity Program and has brought and will continue to
          bring to the attention of the Trust and the court overseeing the
          settlement any additional irregularities that it uncovers in the
          matrix claim process. Even if substantial progress is made by the
          Trust, through its 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


                                       11
<PAGE>
                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          fact have serious heart valve disease. If so, matrix claims found
          eligible for payment after audit may 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 claim on or before May 3, 2003 and who pass the
          audit process at a time when there are insufficient funds to pay their
          claim may pursue the 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.

          If the settlement fund were to be exhausted, 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 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 2015) a valvular condition that would
          qualify for a matrix payment might 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 the 2003 third quarter 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 78,000 individuals have filed Intermediate
          or Back-End opt out forms.

          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


                                       12
<PAGE>
                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          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 has issued orders limiting the evidence that may be used by
          plaintiffs in such cases. Those orders, however, are being challenged
          on appeal and the Company cannot predict the outcome of those appeals.

          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, as well as
          a lawsuit, attacking both the binding effect of the settlement and the
          administration of the Trust. While most of those motions have been
          denied, one remains pending and several of those that have been denied
          are being challenged on appeal. The Company cannot predict the outcome
          of any of these appeals or of the lawsuit.

          To date, approximately 27,000 individuals who have filed Intermediate
          or Back-End opt out forms have filed lawsuits, most of which have been
          filed in the past few months. The claims of most of these 27,000
          plaintiffs are now pending in federal courts and have been or will be
          transferred for pretrial proceedings to the federal court overseeing
          the national settlement. The Company expects to challenge vigorously
          all Intermediate and Back-End opt out claims of questionable validity
          or medical eligibility and the number of such claims 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 vigorously to defend these cases on their merits.

          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. It also continues to work toward resolving the
          claims of individuals who allege that they have developed Primary
          Pulmonary Hypertension (PPH) as a result of their use of the diet
          drugs. The Company intends vigorously to defend those initial opt out
          and PPH cases that cannot be resolved prior to trial.

          On November 6, 2003, a jury in the District Court of Texas, 60th
          Judicial District, Jefferson County, returned a verdict in favor of
          the plaintiff in the case of Hayes v. American Home Products, et al.,
          No. B-165,374, the first intermediate opt out case to go to trial. The
          jury in the Hayes case awarded plaintiff $1.36 million in compensatory
          damages for injuries allegedly sustained by the plaintiff due to her
          use of REDUX and PONDIMIN. The Company intends to pursue post-trial
          motions and an appeal if necessary.


                                       13
<PAGE>
                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          During the 2003 third quarter, 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. Through September 30, 2003, payments into the national
          settlement funds, individual settlement payments, legal fees and other
          costs totaling $12,985.4 million were paid and applied against the
          litigation accrual. At September 30, 2003, and including the most
          recent increase, $3,614.6 million of the litigation accrual remained.
          The balance remaining 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.

          The Company intends to defend itself vigorously and believes it can
          marshal significant resources and legal defenses to limit its ultimate
          liability in the diet drug litigation. 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, 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 4.   Restructuring Program
          ---------------------

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



                                       14
<PAGE>
                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          The restructuring will ultimately result in the elimination of
          approximately 3,150 positions worldwide. The reductions in workforce
          are permanent and affected all of the Company's segments, including
          Corporate. As of September 30, 2003, the Company is continuing the
          process of closing certain manufacturing lines and has eliminated
          approximately 2,850 positions. The activity in the restructuring
          accruals was as follows:

<TABLE>
<CAPTION>
                                                           Personnel    Other Closure/
          (In thousands)                                     Costs        Exit Costs       Total
          --------------------------------------------     ---------    --------------    --------
<S>                                                        <C>          <C>               <C>
          Restructuring accruals at December 31, 2002       $163,700           $73,000    $236,700
          Cash expenditures                                 (109,300)          (36,100)   (145,400)
                                                           ---------    --------------    --------
          Restructuring accruals at September 30, 2003       $54,400           $36,900     $91,300
                                                           =========    ==============    ========
</TABLE>


Note 5.   Earnings (Loss) per Share
          -------------------------

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

<TABLE>
<CAPTION>
                                                             Three Months                Nine Months
                                                          Ended September 30,        Ended September 30,
                                                        -----------------------    ------------------------
          (In thousands except per share amounts)         2003          2002          2003          2002
          ------------------------------------------    ---------    ----------    ----------    ----------

<S>                                                     <C>          <C>           <C>           <C>
          Net income (loss) less preferred dividends    $(426,358)   $1,401,399    $1,715,902    $2,873,149
          Denominator:
            Weighted average number of common
              shares outstanding                        1,331,958     1,325,930     1,329,492     1,325,294
                                                        ---------    ----------    ----------    ----------

          Basic earnings (loss) per share                  $(0.32)        $1.06         $1.29         $2.17
                                                        =========    ==========    ==========    ==========

          Net income (loss)                             $(426,358)   $1,401,399    $1,715,929    $2,873,178
          Denominator:
            Weighted average number of common
              shares outstanding                        1,331,958     1,325,930     1,329,492     1,325,294
            Common stock equivalents of
              outstanding stock options and
              deferred common stock awards*                   -           5,138         5,823        10,004
                                                        ---------    ----------    ----------    ----------
          Total shares*                                 1,331,958     1,331,068     1,335,315     1,335,298
                                                        ---------    ----------    ----------    ----------

          Diluted earnings (loss) per share*               $(0.32)        $1.05         $1.29         $2.15
                                                        =========    ==========    ==========    ==========
</TABLE>

          * The total weighted average number of common shares outstanding for
            diluted loss per share for the 2003 third quarter did not include
            common stock equivalents as the effect would have been antidilutive.

          Diluted earnings per share excluded 85.8 million and 91.0 million
          common shares related to options outstanding under the Company's Stock
          Incentive Plans at September 30, 2003 and 2002, respectively, as the
          exercise price per share of these options was greater than the average
          market value, resulting in an antidilutive effect on diluted earnings
          per share.


                                       15
<PAGE>
                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 6.   Marketable Securities
          ---------------------

          The cost, gross unrealized gains and (losses), and fair value of
          available-for-sale and held-to-maturity securities by major security
          type at September 30, 2003 and December 31, 2002, were as follows:

<TABLE>
<CAPTION>
                                                                    Gross           Gross
          (In thousands)                                          Unrealized      Unrealized        Fair
          At September 30, 2003                       Cost          Gains          (Losses)         Value
          ----------------------------------       ----------     ----------      ----------      ----------
<S>                                                <C>            <C>             <C>             <C>
          Available-for-sale:
             U.S. Treasury securities                $240,039           $746           $(158)       $240,627
             Commercial paper                          82,909              6              (2)         82,913
             Certificates of deposit                   38,601             12             (21)         38,592
             Corporate debt securities                226,652            581             (76)        227,157
             Other debt securities                      9,624            226             -             9,850
             Institutional fixed income fund          535,280          3,025             -           538,305
                                                   ----------     ----------      ----------      ----------
          Total available-for-sale                  1,133,105          4,596            (257)      1,137,444
                                                   ----------     ----------      ----------      ----------
          Held-to-maturity:
             Commercial paper                          58,839            -               -            58,839
             Certificates of deposit                   78,150            -               -            78,150
             Other debt securities                     16,632            -               -            16,632
                                                   ----------     ----------      ----------      ----------
          Total held-to-maturity                      153,621            -               -           153,621
                                                   ----------     ----------      ----------      ----------
                                                   $1,286,726         $4,596           $(257)     $1,291,065
                                                   ==========     ==========      ==========      ==========


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


                                       16
<PAGE>
                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          The contractual maturities of debt securities classified as
          available-for-sale at September 30, 2003 were as follows:

                                                                        Fair
          (In thousands)                                   Cost         Value
          ----------------------------------------       --------      --------
          Available-for-sale:
             Due within one year                         $306,655      $306,713
             Due after one year through five years        280,955       282,202
             Due after five years through 10 years            -             -
             Due after 10 years                            10,215        10,224
                                                         --------      --------
                                                         $597,825      $599,139
                                                         ========      ========

          All held-to-maturity debt securities are due within one year and had
          aggregate fair values of $153.6 million at September 30, 2003.


Note 7.   Company Data by Segment
          -----------------------

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


                                       17
<PAGE>
                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             Net Revenue
                                      -----------------------------------------------------------
                                            Three Months                      Nine Months
                                         Ended September 30,              Ended September 30,
          (In thousands)              -------------------------       ---------------------------
          Segment                        2003           2002             2003            2002
          -----------------------     ----------     ----------       -----------     -----------
<S>                                   <C>            <C>              <C>             <C>
          Pharmaceuticals             $3,420,774     $3,025,060        $9,771,298      $9,183,812
          Consumer Healthcare            660,835        598,612         1,745,924       1,586,229
                                      ----------     ----------       -----------     -----------

          Total                       $4,081,609     $3,623,672       $11,517,222     $10,770,041
                                      ==========     ==========       ===========     ===========


                                                      Income (Loss) Before Taxes
                                      -----------------------------------------------------------
                                            Three Months                      Nine Months
                                         Ended September 30,              Ended September 30,
          (In thousands)              -------------------------       ---------------------------
          Segment                       2003           2002              2003            2002
          -----------------------     ----------     ----------       -----------     -----------
          Pharmaceuticals (1)           $997,663       $659,922        $3,024,911      $2,469,737
          Consumer Healthcare (2)        191,424        183,579           420,628         486,515
          Corporate (3)               (2,069,034)     1,184,451        (1,434,686)        965,597
                                      ----------     ----------       -----------     -----------

          Total                        ($879,947)    $2,027,952        $2,010,853      $3,921,849
                                      ==========     ==========       ===========     ===========
</TABLE>

          (1)  Pharmaceuticals for the 2003 first nine months included gains of
               $231,453 as a result of the divestiture of product rights to
               ATIVAN, ISORDIL, DIAMOX, ZIAC, ZEBETA, AYGESTIN and SONATA.

          (2)  Consumer Healthcare for the 2003 first nine months included a
               gain of $34,000 related to the divestiture of ANACIN. In
               addition, a gain of $78,950 was included in the 2002 first nine
               months results related to a class action settlement regarding
               price fixing by certain vitamin suppliers.

          (3)  Corporate for the 2003 third quarter and first nine months
               included an additional charge of $2,000,000 related to the
               litigation brought against the Company regarding the use of the
               diet drugs REDUX or PONDIMIN. In addition, Corporate for the 2003
               first nine months included a gain of $860,554 relating to the
               sale of the Company's remaining Amgen common stock holdings.

               Corporate for the 2002 third quarter and first nine months
               included a gain of $2,627,600 related to the acquisition of
               Immunex by Amgen and a charge of $1,400,000 related to the
               litigation brought against the Company regarding the use of the
               diet drugs REDUX or PONDIMIN.


Note 8.   Immunex/Amgen Transactions
          --------------------------

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

          During the third quarter of 2002, Amgen completed its acquisition of
          Immunex. Under the terms of the acquisition agreement, the Company
          received 98,286,358 shares of Amgen common stock and $1,005.2 million
          in cash in exchange for all of its shares of Immunex common stock. As
          a result of the exchange, a gain of $2,627.6 million


                                       18
<PAGE>
                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          ($1,684.7 million after-tax or $1.26 per share-diluted) was recorded
          during the 2002 third quarter, which represented the excess of the
          cash received plus the fair value of the Amgen shares received,
          $2,500.1 million, over the Company's book basis of its investment in
          Immunex and certain transaction costs.


                                       19
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 2003

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

          Worldwide net revenue for the 2003 third quarter and first nine months
          was 13% and 7% higher, respectively, compared with prior year levels.
          The increase in worldwide net revenue for the 2003 third quarter and
          first nine months was due primarily to higher worldwide net revenue of
          both pharmaceuticals and consumer healthcare. Excluding the impact of
          foreign exchange, worldwide net revenue increased 9% for the 2003
          third quarter and 3% for the 2003 first nine months.

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

                                                Net Revenue
                                           ----------------------
                                                Three Months
                                            Ended September 30,
          (Dollars in millions)            ----------------------
          Segment                            2003         2002       % Increase
          --------------------------       ---------    ---------    ----------
          Pharmaceuticals                   $3,420.8     $3,025.1         13%
          Consumer Healthcare                  660.8        598.6         10%
                                           ---------    ---------    ----------
          Total                             $4,081.6     $3,623.7         13%
                                           =========    =========    ==========


                                                Net Revenue
                                           ----------------------
                                                Nine Months
                                            Ended September 30,
          (Dollars in millions)            ----------------------
          Segment                            2003         2002       % Increase
          --------------------------       ---------    ---------    ----------
          Pharmaceuticals                   $9,771.3     $9,183.8          6%
          Consumer Healthcare                1,745.9      1,586.2         10%
                                           ---------    ---------    ----------
          Total                            $11,517.2    $10,770.0          7%
                                           =========    =========    ==========


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

          Worldwide pharmaceutical net revenue increased 13% for the 2003 third
          quarter and 6% for the 2003 first nine months. Excluding the favorable
          impact of foreign exchange, worldwide pharmaceutical net revenue
          increased 9% and 2% for the 2003 third quarter and first nine months,
          respectively.

          Worldwide human pharmaceutical net revenue increased 11% for the 2003
          third quarter and 5% for the 2003 first nine months. The increases in
          net revenue were due primarily to higher sales of Effexor XR (global
          growth and higher volume caused by an increase in prescriptions),
          Protonix (strong prescription volume growth), ENBREL
          (internationally), PREVNAR and ZOSYN (each reflecting consistent
          increased manufacturing capability) and increased alliance revenue
          offset, in part, by lower sales of the PREMARIN family of products and
          CORDARONE I.V. (market exclusivity ended October 2002). Excluding the
          favorable impact of foreign exchange, worldwide human


                                       20
<PAGE>
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 2003

          pharmaceutical net revenue increased 7% and 1% for the 2003 third
          quarter and first nine months, respectively.

          Worldwide animal health product net revenue increased 63% for the 2003
          third quarter and 25% for the 2003 first nine months as a result of
          higher domestic sales of ProHeart 6 compared with the similar periods
          in the prior year which were impacted by significant ProHeart 6
          product returns. The increase in sales for the 2003 first nine months
          was also due to higher domestic sales of the Company's WEST NILE -
          INNOVATOR, a biological vaccine for horses. Excluding the favorable
          impact of foreign exchange, worldwide animal health product net
          revenue increased 57% and 21% for the 2003 third quarter and first
          nine months, respectively.

          The following table sets forth the significant worldwide human
          pharmaceutical and animal health net revenue by product for the three
          and nine months ended September 30, 2003 compared with the same
          periods in the prior year:

<TABLE>
<CAPTION>
                                                Three Months                Nine Months
                                            Ended September 30,         Ended September 30,
          (In millions)                    ----------------------      ----------------------
          Products                           2003          2002          2003          2002
          ---------------------------      --------      --------      --------      --------
<S>                                        <C>           <C>           <C>           <C>
          EFFEXOR                            $645.3        $456.0      $1,875.2      $1,483.6
          PROTONIX                            407.0         344.5       1,077.4         783.8
          PREMARIN family                     346.0         422.9       1,025.3       1,545.8
          PREVNAR                             242.5         115.7         736.2         413.3
          Nutritionals                        214.5         210.9         632.6         610.2
          ZOSYN / TAZOCIN                     173.5          99.1         458.6         276.9
          Oral Contraceptives                 144.0         133.9         432.9         448.0
          ZOTON                                93.2          77.2         252.3         224.4
          ENBREL                               85.9          42.0         193.3         112.4
          BENEFIX                              64.1          59.4         185.2         161.2
          ReFacto                              57.8          52.8         166.6         143.6
          SYNVISC                              55.0          61.0         165.1         167.2
          ATIVAN                               48.4          52.7         158.4         154.2
          RAPAMUNE                             38.9          34.0         124.4          85.1
          CORDARONE                             3.8          96.6          12.0         297.8
          Alliance revenue                    184.1         124.5         435.3         288.6
          Other                               407.6         513.5       1,235.4       1,503.9
                                           --------      --------      --------      --------
          Total human pharmaceuticals       3,211.6       2,896.7       9,166.2       8,700.0
                                           --------      --------      --------      --------

          WEST NILE - INNOVATOR                10.5          29.1          60.2          45.5
          ProHeart 6                            7.1         (39.9)         26.2         (27.1)
          Other                               191.6         139.2         518.7         465.4
                                           --------      --------      --------      --------
          Total animal health                 209.2         128.4         605.1         483.8
                                           --------      --------      --------      --------

          Total pharmaceuticals            $3,420.8      $3,025.1      $9,771.3      $9,183.8
                                           ========      ========      ========      ========
</TABLE>


                                       21
<PAGE>
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 2003

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

          Worldwide consumer healthcare net revenue increased 10% in each of the
          2003 third quarter and first nine months due primarily to sales of
          ALAVERT (introduced in the 2002 fourth quarter) and higher sales of
          CENTRUM, ADVIL and CALTRATE. The 2003 first nine months increase was
          also attributable to higher sales of ADVIL COLD & SINUS and other
          cough/cold/allergy products. Excluding the impact of foreign exchange,
          worldwide consumer healthcare net revenue increased 7% in each of the
          2003 third quarter and first nine months.

          The following table sets forth the significant worldwide consumer
          healthcare net revenue by product for the three and nine months ended
          September 30, 2003 compared with the same periods in the prior year:


<TABLE>
<CAPTION>
                                                    Three Months                Nine Months
                                                 Ended September 30,        Ended September 30,
          (In millions)                          -------------------       ----------------------
          Products                                2003         2002          2003          2002
          ---------------------------------      ------       ------       --------      --------
<S>                                              <C>          <C>          <C>           <C>
          CENTRUM                                $148.3       $121.8         $402.3        $385.1
          ADVIL                                   126.9        117.9          335.3         321.3
          Other cough/cold/allergy products       111.3        119.4          248.9         235.1
          CALTRATE                                 44.1         37.9          113.0         100.4
          ADVIL COLD & SINUS                       35.3         38.5           87.8          78.5
          SOLGAR                                   26.9         24.8           82.1          77.8
          ALAVERT                                  25.8          -             77.5           -
          CHAP STICK                               29.9         23.6           69.3          67.1
          Other                                   112.3        114.7          329.7         320.9
                                                 ------       ------       --------      --------

          Total consumer healthcare              $660.8       $598.6       $1,745.9      $1,586.2
                                                 ======       ======       ========      ========
</TABLE>


                                       22
<PAGE>
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 2003

          The following table sets forth the percentage changes in worldwide net
          revenue by segment 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 September 30, 2003             Nine Months Ended September 30, 2003
                                    ---------------------------------------------     ---------------------------------------------

                                                         Foreign        Total                              Foreign        Total
                                    Volume     Price     Exchange     Net Revenue     Volume     Price     Exchange     Net Revenue
                                    ------     -----     --------     -----------     ------     -----     --------     -----------
          Pharmaceuticals
          -------------------
<S>                                 <C>        <C>       <C>          <C>             <C>        <C>       <C>          <C>
          United States                 6%        3%           -               9%        (4%)       5%           -               1%
          International                 8%        1%          10%             19%         3%        2%          10%             15%
                                       ---       ---          ---             ---        ---       ---          ---             ---
          Total                         7%        2%           4%             13%        (2%)       4%           4%              6%
                                       ===       ===          ===             ===        ===       ===          ===             ===

          Consumer Healthcare
          -------------------
          United States                 2%        1%           -               3%         3%        2%           -               5%
          International                14%        3%          10%             27%         8%        3%           9%             20%
                                       ---       ---          ---             ---        ---       ---          ---             ---
          Total                         6%        1%           3%             10%         5%        2%           3%             10%
                                       ===       ===          ===             ===        ===       ===          ===             ===

          Total
          -------------------
          United States                 5%        3%           -               8%        (3%)       5%           -               2%
          International                 9%        1%          10%             20%         3%        3%          10%             16%
                                       ---       ---          ---             ---        ---       ---          ---             ---
          Total                         7%        2%           4%             13%        (1%)       4%           4%              7%
                                       ===       ===          ===             ===        ===       ===          ===             ===
</TABLE>

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

          Cost of goods sold, as a percentage of Net revenue, decreased to 27.6%
          for the 2003 third quarter compared with 29.2% for the 2002 third
          quarter due in part to the non-recurrence of certain additional costs
          that were incurred in the 2002 third quarter to address various
          manufacturing issues, as well as a 2002 third quarter write-off of
          approximately $35.0 million of FluShield inventory. Cost of goods
          sold, as a percentage of Net revenue, increased to 26.7% for the 2003
          first nine months compared with 25.5% for the 2002 first nine months
          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 CORDARONE I.V., and higher sales
          of lower margin products such as PROTONIX, ZOSYN and ENBREL
          (internationally) offset, in part, by higher sales of EFFEXOR XR and
          PREVNAR, high margin products. Gross margin for the 2003 third quarter
          and first nine months was also impacted by increased alliance revenue
          recorded during the 2003 third quarter and first nine months as
          compared with the similar periods in the prior year. There are no
          costs of goods sold relating to alliance revenue. Therefore, any net
          revenue fluctuations impacted by alliance revenue will also impact
          gross margins.

          Selling, general and administrative expenses, as a percentage of Net
          revenue, decreased to 32.2% for the 2003 third quarter and 34.4% for
          the 2003 first nine months compared with 33.6% for the 2002 third
          quarter and 35.3% for the 2002 first nine months as a result of cost
          containment efforts initiated in the second half of 2002 offset, in
          part, by higher


                                       23
<PAGE>
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 2003

          general expenses related to increased pension expense, general
          insurance and other employee benefit expenses.

          Research and development expenses decreased 3% for the 2003 third
          quarter and 1% for the 2003 first nine months primarily due to reduced
          spending for licensing and operating expenses, including lower
          chemical and material costs and salaries, offset, in part by higher
          spending for clinical studies. Research and development spending is
          expected to increase during the 2003 fourth quarter as a result of the
          commencement of several Phase III clinical development programs.


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

          Interest expense, net for the three and nine months ended September
          30, 2003 and 2002 consisted of the following:

<TABLE>
<CAPTION>
                                              Three Months             Nine Months
                                           Ended September 30,     Ended September 30,
                                           -------------------     -------------------
          (In millions)                    2003          2002       2003         2002
          ----------------------------     -----        ------     ------       ------
<S>                                        <C>          <C>        <C>          <C>
          Interest expense                 $73.8        $101.5     $217.6       $291.3
          Interest income                  (19.5)        (25.5)     (57.9)       (69.0)
          Less: amount capitalized for
            capital projects               (30.0)        (23.6)     (82.5)       (61.0)
                                           -----        ------     ------       ------

          Total interest expense, net      $24.3         $52.4      $77.2       $161.3
                                           =====        ======     ======       ======
</TABLE>

          Interest expense, net decreased 54% for the 2003 third quarter and 52%
          for the 2003 first nine months due primarily to lower weighted average
          debt outstanding, compared with prior year levels. Weighted average
          debt outstanding during the 2003 third quarter and first nine months
          was $7,329.2 million and $7,392.3 million, respectively, compared with
          prior year levels of $10,817.0 million and $10,380.8 million,
          respectively. The decrease in interest expense for the 2003 first nine
          months was also affected by higher capitalized interest resulting from
          spending for long-term capital projects in process. These projects
          include a new bio-pharmaceutical and vaccine manufacturing facility in
          Ireland, as well as the expansion of an existing manufacturing
          facility in Ireland.

          Other income, net decreased 74% for the 2003 third quarter and
          increased 74% for the 2003 first nine months. The decrease for the
          2003 third quarter was primarily due to lower gains on sales of
          non-strategic assets. The increase for the 2003 first nine months was
          a result of significant second quarter gains from the divestiture of
          certain pharmaceutical and consumer healthcare products amounting to
          approximately $265.5 million. The divestitures included product rights
          in some or all territories to ATIVAN, ISORDIL, DIAMOX, ZIAC, ZEBETA,
          AYGESTIN, ANACIN and SONATA. The sales, profits and net assets of
          these divested products, individually or in the aggregate,


                                       24
<PAGE>
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 2003

          were not material to either business segment or the Company's
          consolidated financial position or results of operations.


          Income (Loss) Before Taxes
          --------------------------

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

<TABLE>
<CAPTION>
                                                              Income (Loss) Before Taxes
                                      ---------------------------------------------------------------------------
                                                 Three Months                             Nine Months
                                              Ended September 30,                     Ended September 30,
                                      -----------------------------------      ----------------------------------
          (Dollars in millions)                                                                        % Increase
          Segment                       2003         2002      % Increase        2003         2002      (Decrease)
          -----------------------     --------     --------    ----------      --------     --------   ----------
<S>                                   <C>          <C>         <C>             <C>          <C>        <C>
          Pharmaceuticals (1)           $997.7       $659.9           51%      $3,024.9     $2,469.7          22%
          Consumer Healthcare (2)        191.4        183.6            4%         420.6        486.5         (14%)
          Corporate (3)               (2,069.0)     1,184.5            -       (1,434.6)       965.6           -
                                      --------     --------           ---      --------     --------         ----

          Total                        ($879.9)    $2,028.0            -       $2,010.9     $3,921.8         (49%)
                                      ========     ========           ===      ========     ========         ====
</TABLE>

          (1)  Pharmaceuticals for the 2003 first nine months included gains of
               $231.5 as a result of the divestiture of product rights to
               ATIVAN, ISORDIL, DIAMOX, ZIAC, ZEBETA, AYGESTIN and SONATA.
               Excluding these divestiture gains, Pharmaceuticals income before
               taxes increased 13% for the 2003 first nine months.

          (2)  Consumer Healthcare for the 2003 first nine months included a
               gain of $34.0 related to the divestiture of ANACIN. In addition,
               a gain of $78.9 was included in the 2002 first nine months
               results related to a class action settlement regarding price
               fixing by certain vitamin suppliers. Excluding the divestiture
               and settlement gain, Consumer Healthcare income before taxes
               decreased 5% for the 2003 first nine months.

          (3)  Corporate for the 2003 third quarter and first nine months
               included a charge of $2,000.0 related to the REDUX and PONDIMIN
               diet drug litigation. In addition, the 2003 first nine months
               results included a gain of $860.6 relating to the sale of the
               Company's remaining Amgen common stock holdings. Corporate for
               the 2002 third quarter and first nine months results included a
               gain a $2,627.6 related to the acquisition of Immunex by Amgen
               and an additional diet drug litigation charge of $1,400.0.
               Excluding these items from the 2003 and 2002 third quarter and
               first nine months results, Corporate expenses, net increased 60%
               and 13%, respectively.

          Worldwide pharmaceutical income before taxes increased 51% for the
          2003 third quarter primarily due to higher net revenue and increased
          gross profit margins earned on worldwide sales of human
          pharmaceuticals and animal health products and lower selling, general
          and administrative expenses offset, in part, by lower other income,
          net. Worldwide pharmaceuticals income before taxes increased 22% for
          the 2003 first nine months due primarily to higher net revenue and
          other income, as a result of 2003 second quarter gains from the
          divestiture of certain products and lower selling, general and
          administrative expenses offset, in part, by lower gross profit margins
          earned on worldwide sales of human pharmaceuticals.


                                       25
<PAGE>
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 2003

          Worldwide consumer healthcare income before taxes increased 4% for the
          2003 third quarter and decreased 14% for the 2003 first nine months
          while consumer healthcare sales increased 10% for both the 2003 third
          quarter and first nine months. This difference between sales growth
          and the growth of income before taxes for the 2003 third quarter and
          first nine months is primarily attributable to lower gross profit
          margins earned on worldwide sales of consumer healthcare products and
          higher selling, general and administrative expenses as a result of
          increased marketing expenses associated with the launch of ALAVERT.
          The 2003 first nine months difference was additionally impacted by the
          non-recurrence of income received in 2002 in connection with a class
          action settlement gain relating to price fixing by certain vitamin
          suppliers.

          Corporate loss before taxes for the 2003 third quarter and first nine
          months was $2,069.0 million and $1,434.6 million, respectively,
          compared with income before taxes for the 2002 third quarter and first
          nine months of $1,184.5 million and $965.6 million, respectively.
          Corporate includes a 2003 first quarter gain of $860.6 million from
          the sale of the Company's remaining Amgen shares; a 2003 third quarter
          charge of $2,000.0 million to increase the reserve related to the
          REDUX and PONDIMIN diet drug litigation; a 2002 third quarter gain of
          $2,627.6 million relating to the acquisition of Immunex by Amgen; and
          a 2002 third quarter diet drug litigation charge of $1,400.0 million.
          Excluding these items, Corporate expenses would have increased 60% for
          the 2003 third quarter and 13% for the 2003 first nine months. The
          increase was due primarily to higher general and administrative
          expenses related to increased employee benefit and compensation
          expenses, offset, in part, by lower interest expense, net.

          The effective tax rate was 51.5% (benefit) for the 2003 third quarter
          and 14.7% (charge) for the 2003 first nine months, compared with 30.9%
          and 26.7% (charges) for the 2002 third quarter and first nine months,
          respectively. Excluding the impact of the diet drug and Amgen items
          referred to above, the effective tax rate remained flat at 22.0% for
          both the 2003 third quarter and first nine months compared with 21.9%
          and 22.1% for the 2002 third quarter and first nine months.


          Consolidated Net Income (Loss) and Diluted Earnings (Loss) Per Share
          --------------------------------------------------------------------
          Results
          -------

          As Reported

          Net loss and diluted loss per share for the 2003 third quarter were
          $426.4 million and $0.32, respectively, compared with net income and
          diluted earnings per share of $1,401.4 million and $1.05 in the prior
          year, both decreases of 130%. Net income and diluted earnings per
          share each decreased 40% for the 2003 first nine months to $1,715.9
          million and $1.29, respectively, compared with $2,873.2 million and
          $2.15 in the prior year.


                                       26
<PAGE>
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 2003

          Before Certain Significant Items

          Net income before certain significant items and diluted earnings per
          share before certain significant items exclude from net income (loss)
          and diluted earnings (loss) per share, respectively, the impact of
          additional charges recorded to increase the reserve relating to the
          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") and REDUX diet drug litigation and the
          gains related to the receipt and subsequent liquidation of Amgen
          shares received in connection with Amgen's acquisition of Immunex.

          The Company's management uses these 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. The additional diet drug charges increase the
          reserve balance for a continuing legal matter that first resulted in a
          charge in 1999 and have been excluded due to their magnitude. The
          gains related to the Amgen / Immunex 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 Amgen / Immunex common stock transactions.

          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 generally accepted accounting
          principles (GAAP).

          Net income before certain significant items and diluted earnings per
          share before certain significant items for the 2003 third quarter were
          $873.6 million and $0.65, respectively, compared with $626.7 million
          and $0.47 for the 2002 third quarter, increases of 39% and 38%,
          respectively. The increases were principally due to higher net
          revenue, lower costs of goods sold, as a percentage of net revenue,
          and decreased interest expense offset, in part, by higher selling,
          general and administrative expenses and lower other income, net.

          Net income before certain significant items and diluted earnings per
          share before certain significant items for the 2003 first nine months
          both increased 17% to $2,457.2 million and $1.84, respectively,
          compared with $2,098.5 million and $1.57 in the 2002 first nine
          months. These increases were impacted by increases in net revenue and
          other income and lower interest expense, partially offset by higher
          costs of goods sold, as a percentage of net revenue.


                                       27
<PAGE>
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 2003

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

<TABLE>
<CAPTION>
                                                        Three Months                  Nine Months
                                                      Ended September 30,        Ended September 30,
                                                     ---------------------      ---------------------
          (In millions except per share amounts)       2003         2002          2003         2002
          --------------------------------------     --------     --------      --------     --------

<S>                                                  <C>          <C>           <C>          <C>
          Net income before certain
            significant items                          $873.6       $626.7      $2,457.2     $2,098.5

          Gains related to Immunex/Amgen
            common stock transactions (1)                 -        1,684.7         558.7      1,684.7

          Diet drug litigation charges               (1,300.0)      (910.0)     (1,300.0)      (910.0)
                                                     --------     --------      --------     --------

          As reported net income (loss)               $(426.4)    $1,401.4      $1,715.9     $2,873.2
                                                     ========     ========      ========     ========

          Diluted earnings per share before
            certain significant items including
            the dilutive effect of common stock
            equivalents (CSE)                           $0.65        $0.47         $1.84        $1.57

          Dilutive effect of CSE (2)                     0.01          -             -            -

          Gains related to Immunex/Amgen
            common stock transactions (1)                 -           1.26          0.42         1.26

          Diet drug litigation charges (3)              (0.98)       (0.68)        (0.97)       (0.68)
                                                     --------     --------      --------     --------

          As reported diluted earnings (loss)
            per share (3)                              $(0.32)       $1.05         $1.29        $2.15
                                                     ========     ========      ========     ========
</TABLE>

          (1)  The gains related to the Immunex/Amgen common stock transactions
               consist of the following:

               o    $2,627.6 ($1,684.7 after-tax or $1.26 per share-diluted)
                    recorded during the 2002 third quarter related to the
                    acquisition of Immunex by Amgen. The gain represents the
                    excess of $1,005.2 in cash plus the fair value of 98,286,358
                    Amgen shares received, $2,500.1, over the Company's book
                    basis of its investment in Immunex and certain transaction
                    costs.

               o    $860.6 ($558.7 after-tax or $0.42 per share-diluted)
                    recorded during the 2003 first quarter related to the gain
                    on the sale of the remaining 31,235,958 shares of the
                    Company's Amgen common stock holdings.

          (2)  The $0.01 per share benefit represents the impact on diluted
               earnings per share of excluding the dilutive effect of CSE.

          (3)  The average number of common shares outstanding used to calculate
               the diet drug litigation charges and the diluted loss per share
               for the 2003 third quarter does not include CSE, as the effect on
               these items would be antidilutive.


                                       28
<PAGE>
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 2003

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

          Cash flows provided by operating activities totaling $1,791.8 million
          during the 2003 first nine months were generated primarily by earnings
          of $2,565.8 million (which excludes non-cash gains related to the sale
          of the remaining Amgen shares, sales of other assets and the 2003
          third quarter diet drug litigation charge). Driving the cash outflows
          were payments of $336.1 million relating to the diet drug litigation
          (see Note 3 to the consolidated condensed financial statements) and an
          additional $535.2 million payment added by the Company to the security
          fund and recorded in Other assets including deferred taxes. The
          Company established the security fund as collateral for the Company's
          financial obligations under the settlement. The amounts in the
          security fund are owned by the Company and will earn interest income
          for the Company while residing in the security fund. An increase in
          inventories of $329.8 million due primarily to production planning
          also impacted cash outflows.

          The Company generated $383.7 million of cash from investing activities
          during the 2003 first nine months due primarily to proceeds received
          of $1,579.9 million relating to the sale of the Company's remaining
          31,235,958 shares of Amgen common stock. In addition, the Company
          received investment proceeds through the sales and maturities of
          marketable securities and the sales of assets totaling $1,108.6
          million. The Company used $2,304.8 million for investments in
          property, plant and equipment and marketable securities. The capital
          expenditures made during the 2003 first nine months were consistent
          with the Company's commitment to expand existing manufacturing and
          research and development facilities worldwide, and build new
          biotechnology facilities.

          The Company received proceeds of $1,800.0 million through financing
          activities from the issuance of two tranches of Notes in February 2003
          (see Note 2 to the consolidated condensed financial statements). These
          proceeds were offset by repayments of commercial paper and other
          borrowing transactions totaling $3,021.2 million and dividend payments
          of $916.8 million.

          At September 30, 2003, the Company had outstanding $7,139.9 million in
          total debt. The Company's total debt consisted of commercial paper of
          $791.1 million and notes payable and other debt of $6,348.8 million.
          The Company offers its commercial paper in a very liquid market
          commensurate with its short-term credit ratings from Moody's (P2), S&P
          (A1) and Fitch (F2). On October 22, 2003, Moody's placed the Company's
          A3 senior unsecured rating under review for possible downgrade pending
          discussions with the Company; on the same day, Moody's confirmed the
          Company's Prime-2 (P2) short-term rating. In addition, on October 24,
          2003, Fitch Ratings downgraded the Company's senior unsecured credit
          rating (long-term rating) to "A-" from "A", its commercial paper
          rating (short-term rating) to "F2" from "F1" and placed both ratings
          on "Rating Watch Negative" pending further discussions with the
          Company. Finally, on November 10, 2003, S&P placed the Company's "A"
          long-term and "A-1" short-term corporate credit ratings on
          "CreditWatch" with negative implications pending discussions with the
          Company. As a result of the short-term credit rating downgrade by
          Fitch, the Company's


                                       29
<PAGE>
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 2003

          commercial paper, which previously traded in the Tier 1 commercial
          paper market, now trades in the Tier 2 commercial paper market. Given
          the size of the Company's commercial paper program, management
          believes that the Company will have access to adequate liquidity to
          meet its short-term funding needs in the Tier 2 commercial paper
          market. Current debt at September 30, 2003, classified as Loans
          payable, consisted of $510.6 million of notes payable and other debt
          that is due within one year. All of the commercial paper outstanding
          at September 30, 2003 was supported by the Company's new credit
          facilities, totaling $2,700.0 million, and is classified as Long-term
          debt. Debt obligations of the Company as of September 30, 2003 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       $7,139.9       $510.6     $2,818.3       $315.1    $3,495.9
</TABLE>

          In light of the circumstances discussed in Note 3 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 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 hormone replacment therapy (HT) subset of the
          Women's Health Initiative (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 have been released during 2003, and further
          analyses of WHI data are expected to be released in the future.

          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 75% and 44%,
          respectively, compared to the average weekly


                                       30
<PAGE>
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 2003

          prescriptions written during the eight-week period preceding the
          termination of the study subset. PREMPRO sales (including PREMPHASE)
          for both the three and nine months ended September 30, 2003
          represented approximately 2% of consolidated net revenue.

          Set forth below are individual product operating results for both
          PREMPRO/PREMPHASE and PREMARIN for the three and nine months ended
          September 30, 2003 and 2002.

                                              Prempro/Premphase
                               ------------------------------------------------
                                  Three Months                  Nine Months
                               Ended September 30,          Ended September 30,
                               -------------------          -------------------
          (In millions)         2003         2002            2003        2002
          ----------------     ------       ------          ------     --------
          Net revenue           $66.0       $153.0          $231.0       $540.8
          Gross profit (*)       47.1        132.4           162.2        465.4


                                                   Premarin
                               ------------------------------------------------
                                  Three Months                  Nine Months
                               Ended September 30,          Ended September 30,
                               -------------------          -------------------
          (In millions)         2003         2002            2003        2002
          ----------------     ------       ------          ------     --------
          Net revenue          $280.1       $269.9          $794.3     $1,005.0
          Gross profit          236.3        241.1           693.0        918.7


          (*)  The Company recorded a $60.0 reserve in the 2003 second quarter
               for anticipated returns in connection with a projected shift in
               prescriptions toward the recently approved lower dosage forms of
               PREMPRO. This $60.0 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). The Company
               fully reserved for the value of this remaining inventory, which
               approximated $60.0.


          Competition
          -----------

          The Company operates in the highly competitive pharmaceutical and
          consumer health care industries. PREMARIN, the Company's principal
          conjugated estrogens product manufactured from pregnant mare's urine,
          and related products PREMPRO and PREMPHASE (which are single tablet
          combinations of the conjugated estrogens in PREMARIN and the progestin
          medroxyprogesterone acetate), are the leaders in their categories and
          contribute significantly to the Company's net revenue and results of
          operations. PREMARIN's natural composition is not subject to patent
          protection (although PREMPRO has patent protection). The principal
          indications of PREMARIN, PREMPRO and PREMPHASE are to manage the
          symptoms of menopause and to prevent osteoporosis, a condition
          involving a loss of bone mass in postmenopausal women.
          Estrogen-containing products manufactured by other companies have been
          marketed for many years for the treatment of menopausal symptoms.
          During the past


                                       31
<PAGE>
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 2003

          several years, other manufacturers have introduced products for the
          treatment and/or prevention of osteoporosis. New products containing
          different estrogens and/or different progestins than those found in
          PREMPRO and PREMPHASE, utilizing various forms of delivery and having
          one or more of the same indications have also been introduced. Some
          companies have attempted to obtain approval for generic versions of
          PREMARIN. These products, if approved, would be routinely
          substitutable for PREMARIN and related products under many state laws
          and third-party insurance payer plans. In May 1997, the FDA announced
          that it would not approve certain synthetic estrogen products 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 of any other effort by any other company along these lines.


          Product Supply

          Market demand for ENBREL is strong; however the sales growth had been
          constrained by limits on the existing source of supply. In December
          2002, the retrofitted Rhode Island facility owned by Amgen was
          completed and manufacturing production was approved by the FDA.
          Consequently, manufacturing capacity for ENBREL has 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. The current plan for the
          longer term includes an additional manufacturing facility, which is
          being constructed by the Company in Ireland and expansion of the Rhode
          Island facility, both of which are expected to be completed during
          2005.


                                       32
<PAGE>
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 2003

          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 for the year
          ended December 31, 2002, Quarterly Reports on Form 10-Q for the
          quarters ended March 31, 2003 and June 30, 2003, a Current Report on
          Form 8-K (filed on October 22, 2003) and this Quarterly Report on Form
          10-Q. These include allegations of injuries caused by drugs, vaccines
          and over-the-counter products, including PONDIMIN (which in
          combination with phentermine, a product that was not manufactured,
          distributed or sold by the Company, was commonly referred to as
          "fen-phen"), REDUX, DIMETAPP, ROBITUSSIN, PREMPRO and PREMARIN. In
          addition, the Company has responsibility for environmental, safety and
          cleanup obligations under various local, state and federal laws,
          including the Comprehensive Environmental Response, Compensation and
          Liability Act, commonly known as Superfund.

          The estimated costs that the Company expects to pay in these cases are
          accrued when the liability is considered probable and the amount can
          be reasonably estimated. In many cases, future environmental-related
          expenditures cannot be quantified with a reasonable degree of
          accuracy. As investigations and cleanups proceed,
          environmental-related liabilities are reviewed and adjusted as
          additional information becomes available. In addition, the Company is
          self-insured against ordinary product liability risks and has
          liability coverage, in excess of certain limits and subject to certain
          policy ceilings, from various insurance carriers. It is 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 3 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. This quarterly report,
          including management's discussion and analysis set forth herein, as
          well as our annual, quarterly, current and special reports,

                                       33
<PAGE>
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 2003

          proxy statements and other information filed with the SEC and other
          written or oral statements made by us or on our behalf may include
          forward-looking statements reflecting our current views at the time
          these statements were made with respect to future events and financial
          performance. These forward-looking statements can be identified by the
          use of words such as "anticipates," "expects," "is confident,"
          "plans," "could," "will,""believes," "estimates," "forecasts,"
          "projects" and other words of similar meaning. These forward-looking
          statements address various matters, including:

               o    our anticipated results of operations, liquidity position,
                    financial condition and capital resources;
               o    the benefits that we expect will result from our business
                    activities and certain transactions we announced or
                    completed, such as increased revenues, decreased expenses,
                    and avoided expenses and expenditures;
               o    statements of our expectations, beliefs, future plans and
                    strategies, anticipated developments and other matters that
                    are not historical facts;
               o    the timing and successfulness of research and development
                    activities;
               o    trade buying patterns;
               o    the impact of competitive or generic products;
               o    economic conditions, including interest rate and foreign
                    currency exchange rate fluctuation;
               o    changes in generally accepted accounting principles;
               o    any changes in political or economic conditions due to the
                    threat of terrorist activity worldwide and related U.S.
                    military action internationally;
               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 U.S. and
                    internationally;
               o    impact of managed care or health care cost containment;
               o    governmental laws and regulations affecting our U.S. and
                    international businesses, including tax obligations;
               o    environmental liabilities;
               o    the future impact of presently known trends, including those
                    with respect to product performance and competition;
               o    changes in product mix;
               o    anticipated developments related to sales of
                    PREMPRO/PREMARIN products and ENBREL product supply; and
               o    expectations regarding the impact of potential litigation
                    relating to PREMPRO, PREMARIN, ROBITUSSIN and 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

                                       34
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
              Three Months and Nine Months Ended September 30, 2003

          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. Certain factors which could cause
          the Company's actual results to differ materially from expected and
          historical results are discussed herein and others have been
          identified by the Company in Exhibit 99 to the Company's 2002 Annual
          Report on Form 10-K, which exhibit is incorporated herein by
          reference, and in our periodic reports, including Current Reports on
          Form 8-K and Quarterly Reports on Form 10-Q, filed with the SEC.


                                       35
<PAGE>

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

          The market risk disclosures appearing on page 65 of the Company's 2002
          Annual Report as incorporated by reference in the Form 10-K have not
          materially changed from December 31, 2002. At September 30, 2003, the
          fair values of the Company's financial instruments were as follows:

                                                     Carrying             Fair
                                   Notional/          Value              Value
         (In millions)             Contract          -------------------------
         Description                Amount             Assets (Liabilities)
         ---------------------     -------------------------------------------
         Forward contracts (1)     $1,068.7              $0.6             $0.6
         Option contracts (1)         260.1               0.3              0.3
         Interest rate swaps        3,300.0             191.8            191.8
         Outstanding debt (2)       6,954.0          (7,139.9)        (7,442.4)


          (1)  If the value of the U.S. dollar were to increase or decrease by
               10%, in relation to all hedged foreign currencies, the net
               receivable on the forward and option contracts would decrease or
               increase by approximately $60.2.

          (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 $309.2.

          The estimated fair values approximate amounts at which these financial
          instruments could be exchanged in a current transaction between
          willing parties. Therefore, fair values are based on estimates using
          present value and other valuation techniques that are significantly
          affected by the assumptions used concerning the amount and timing of
          estimated future cash flows and discount rates that reflect varying
          degrees of risk. Specifically, the fair value of outstanding debt
          instruments reflects a current yield valuation based on observed
          market prices as of September 30, 2003; the fair value of interest
          rate swaps and forward contracts reflects the present value of the
          future potential gain or (loss) if settlement were to take place on
          September 30, 2003; and the fair value of option contracts reflects
          the present value of future cash flows if the contracts were settled
          on September 30, 2003.


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

          During the 2003 third quarter, the Company carried out an evaluation,
          under the supervision and with the participation of the Company's
          management, including the Chief Executive Officer and Chief Financial
          Officer, of the effectiveness of the design and operation of the
          Company's disclosure controls and procedures pursuant to Exchange Act
          Rule 13a-14. Based upon that evaluation, the Chief Executive Officer
          and Chief Financial Officer concluded that the Company's disclosure
          controls and procedures are reasonably effective in design and
          practice to alert them, in a timely manner, to material information
          relating to the Company (including its consolidated subsidiaries)
          required to be included in the Company's periodic SEC filings.
          Subsequent to the date of that evaluation, there have been no
          significant changes in the Company's internal controls or in other
          factors that could significantly affect internal controls, nor were
          any corrective actions required with regard to significant
          deficiencies or material weaknesses.


                                       36
<PAGE>

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

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

          The Company and its subsidiaries are parties to numerous lawsuits and
          claims arising out of the conduct of its business, including product
          liability and other tort claims, the most significant of which are
          described in the Company's Annual Report on Form 10-K for the year
          ended December 31, 2002, a Current Report on Form 8-K (filed on
          October 22, 2003) and Quarterly Reports on Form 10-Q for the quarters
          ended March 31, 2003 and June 30, 2003.

          During the 2003 third quarter, the Company increased its reserves in
          connection with the REDUX and PONDIMIN diet drug litigation by
          $2,000.0 million, bringing the total of the charges taken to date to
          $16,600.0 million. Through September 30, 2003, payments into the
          national settlement funds, individual settlement payments, legal fees
          and other costs totaling $12,985.4 million were paid and applied
          against the litigation accrual. At September 30, 2003, and including
          the most recent increase, $3,614.6 million of the litigation accrual
          remained.

          On November 6, 2003, a jury in the District Court of Texas, 60th
          Judicial District, Jefferson County, returned a verdict in favor of
          the plaintiff in the case of Hayes v. American Home Products, et al.,
          No. B-165,374, the first Intermediate opt out case to go to trial. The
          jury in the Hayes case awarded plaintiff $1.36 million in compensatory
          damages for injuries allegedly sustained by the plaintiff due to her
          use of REDUX and PONDIMIN. The Company intends to pursue post-trial
          motions and an appeal if necessary.

          The REDUX and PONDIMIN diet drug litigation is discussed in greater
          detail in Note 3 to the consolidated condensed financial statements,
          under the caption "Contingencies and Commitments" herein.

          In the litigation involving PREMPRO, the Company's estrogen and
          progestin replacement therapy, an additional putative class action
          lawsuit was filed during the 2003 third quarter. Jenkins, et al. v.
          Wyeth, No. 03-2250, U.S.D.C., E.D. La. Plaintiff seeks to represent a
          class of Louisiana women who have ingested the drug and seeks purchase
          price refunds, medical monitoring expenses damages and injunctive
          relief on their behalf. In addition to the 21 pending putative class
          actions, the Company was defending approximately 180 individual
          actions and approximately 35 multi-plaintiff actions in various courts
          for personal injuries including breast cancer, stroke and heart
          disease as of the 2003 third quarter. Together with the class actions,
          these cases asserted claims on behalf of approximately 590 women
          alleged injured by PREMPRO or PREMARIN.

          In the litigation involving the Company's cough/cold products that
          contained the ingredient phenylpropanolamine (PPA), the first trial of
          PPA lawsuits against the Company is scheduled to begin in December
          2003. Nineteen additional trials are scheduled for 2004. Two trials
          previously scheduled for earlier this year have recently been settled:
          Walker, et al. v. Whitehall-Robins, et al., No. 0105-05204, Super.
          Ct.,

                                       37
<PAGE>

          Multnomah Cty., OR, and Palmer, et al. v. Eon Labs Manufacturing,
          Inc., et al., No. 00-2-15370-8SEA, Super. Ct., King Cty., WA. As of
          the 2003 third quarter, the Company was defending approximately 1,200
          lawsuits on behalf of approximately 1,950 plaintiffs.

          In the litigation alleging that the cumulative effect of 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 in children, the Company had
          been served with approximately 300 thimerosal lawsuits (including
          eleven purported class actions), involving approximately 1,900 named
          plaintiffs as of the 2003 third quarter. The Company is also in the
          process of filing motions to dismiss in many of the individual cases
          for failure of the minor plaintiffs to file in the first instance
          under the Vaccine Compensation Act (the Act). The Act mandates that
          vaccine recipients alleging injury from childhood vaccines first bring
          a claim under the Act. If a claim under the Act has not been
          adjudicated within 240 days, the claimant may be released from
          proceeding under the Act and may pursue a lawsuit against the
          manufacturer. Four claimants who have not elected to participate in
          the Omnibus Autism Proceeding currently being conducted under the
          auspices of the Act have filed lawsuits against the Company following
          the expiration of the 240-day period, and an unknown number of
          additional claimants are expected to do likewise.

          In July 2002, the United States Court of Federal Claims, which
          administers the compensation program established by the Vaccine
          Compensation Act, issued Autism General Order No. 1 (the Order)
          accepting jurisdiction of the thimerosal matters by establishing an
          Omnibus Autism Proceeding. (Participation in the Omnibus Proceeding is
          not mandatory, although many petitioners who claim to suffer from
          allegedly thimerosal-related autism have elected to participate.) The
          Order established a two-step procedure. The first step will be for the
          Office of Special Masters (OSM) to conduct an inquiry into the general
          causation issues involved in the cases (i.e., to consider whether
          thimerosal can cause autism); the second step will be for the OSM to
          apply the causation conclusions to the individual cases. In an Order
          issued September 24, 2003, the Special Master indefinitely postponed
          future calendar dates originally set in the Omnibus Autism Proceeding,
          including the date for the hearing on the issue of general causation.

          In the litigation alleging that the Company, along with various other
          pharmaceutical manufacturers, allegedly improperly inflated the
          Average Wholesale Price (AWP) of certain of its products, two
          additional lawsuits have been filed. The complaints in both County of
          Westchester v. Wyeth, et al., CV 03 6178, U.S.D.C., S.D.N.Y., and
          County of Rockland v. Wyeth, et al., CV 03 7055, U.S.D.C., S.D.N.Y.,
          allege that each of the counties and their citizens have been injured
          by defendants' alleged practices. Plaintiffs seek injunctive relief
          and compensatory and punitive damages as a result of defendants'
          alleged unlawful scheme to overcharge for prescription medications
          paid for by Medicaid. In addition, the plaintiff state attorneys
          general in State of Montana v. Wyeth, et al., No. CV 02-09-H-DWM,
          U.S.D.C., D. Mont., and State of Nevada v. Wyeth et al., No. CV
          N-02-0202, U.S.D.C., D. Nev., have filed amended complaints that have
          dropped the Company as a defendant.


                                       38
<PAGE>

          The Company has been served with a lawsuit alleging that the
          plaintiff, a former employee at the Company's Sanford, North Carolina
          facility, was terminated in December 2002 in violation of the
          whistleblower provisions of the Sarbanes-Oxley Act when he complained
          about Good Manufacturing Practices (GMP) deficiencies in training
          programs and reported alleged violations of federal law in the
          manufacture and release of a vaccine to the Company's Office of Ethics
          and Business Conduct and Office of Compliance. Livingston v. Wyeth
          Inc., et al., No. 03CV00919, U.S.D.C., M.D.N.C. Plaintiff seeks
          reinstatement and unspecified compensatory and punitive damages. The
          Company does not believe that the lawsuit has merit and intends to
          defend this matter vigorously.

          The U.S. Court of Appeals for the Federal Circuit has affirmed the
          District Court's holding of liability that the University of Colorado
          employees are the sole inventors of the MATERNA formulation patent and
          the awards of $55.7 million in compensatory damages, together with
          $1.0 million in exemplary damages and post judgment interest and the
          Company's petition for a rehearing en banc has been denied. University
          of Colorado et al. v. American Cyanamid Company, No. 93-K-1657,
          U.S.D.C., D. Col.

          The U.S. Court of Appeals for the Federal Circuit has affirmed the
          decision in August 2002 in favor of the Company by the U.S. District
          Court for the District of New Jersey that claims 1 and 3 of Schering's
          patent claiming a metabolite of loratadine were invalid. Schering
          Corp. v. Geneva Pharmaceuticals, Inc., et al., Nos. 02-1545 and
          02-1549, U.S.C.A., Fed. Cir. The Company had been sued by Schering for
          infringing this patent as a result of filing applications with the FDA
          seeking to market generic and over-the-counter loratadine products.
          Schering's petition seeking rehearing in the U.S. Court of Appeals for
          the Federal Circuit was denied on October 28, 2003. Schering has
          ninety days in which to seek certiorari from the U.S. Supreme Court.

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


Item 5.   Approval of Audit-Related and Tax Services
          ------------------------------------------

          On September 25, 2003 the Audit Committee of Wyeth's Board of
          Directors approved utilization of the Company's outside auditors to
          perform audit-related services primarily for the audits of Wyeth's
          Benefit Plans, and other services, including but not limited to;
          assistance with registration statements, comfort letters for debt
          issuances and audit support services related to the Company's approach
          and methodology to comply with certain requirements of the
          Sarbanes-Oxley Act. The Audit Committee also approved utilization of
          the Company's outside auditors to perform tax services primarily
          related to the analysis and review of the consolidated and local
          foreign tax provisions, preparation of local foreign tax returns,
          assistance in foreign tax audits and transfer pricing documentation.
          The majority of the aforementioned audit-related and tax services
          relate to the year ending December 31, 2003.


                                       39
<PAGE>

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

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

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

          (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.



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

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

               o    July 23, 2003 to furnish the Press Release reporting the
                    Company's earnings results for the 2003 second quarter.

               o    October 22, 2003 to furnish the Press Release reporting the
                    Company's results for the 2003 third quarter and to furnish
                    an update on the Company's diet drug litigation.


                                       40
<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: November 12, 2003


                                       41
<PAGE>

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


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

          (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