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

                                    FORM 10-Q

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

For the quarterly period ended                     Commission file number 1-1225
June 30, 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
July 31, 2003:

                                                          Number of
                   Class                              Shares Outstanding
                   -----                              ------------------
     Common Stock, $0.33-1/3 par value                  1,331,258,688

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


<PAGE>

                                      WYETH

                                      INDEX

                                                                        Page No.
                                                                        --------

Part I   -  Financial Information                                            2

         Item 1. Consolidated Condensed Financial Statements:

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

                 Consolidated Condensed Statements of Operations -
                   Three and Six Months Ended June 30, 2003 and 2002         4

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

                 Consolidated Condensed Statements of Cash Flows -
                   Six Months Ended June 30, 2003 and 2002                   6

                 Notes to Consolidated Condensed Financial Statements      7-15

         Item 2. Management's Discussion and Analysis of
                   Financial Condition and Results of Operations          16-28

         Item 3. Quantitative and Qualitative Disclosures about             29
                 Market Risk

         Item 4. Controls and Procedures                                    29

Part II  -  Other Information                                               30

         Item 1. Legal Proceedings                                        30-32

         Item 4. Submission of Matters to a Vote of Security-Holders        33

         Item 6. Exhibits and Reports on Form 8-K                           34

Signature                                                                   35

Exhibit Index                                                              EX-1


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


                                       1
<PAGE>
                         Part I - Financial Information
                         ------------------------------

WYETH

The consolidated condensed financial statements included herein have been
prepared by Wyeth (the Company), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (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 include all adjustments, all of which are of a
normal recurring nature, necessary to present fairly the financial position of
the Company as of June 30, 2003 and December 31, 2002, the results of its
operations for the three and six months ended June 30, 2003 and 2002, and
changes in stockholders' equity and cash flows for the six months ended June 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 and
Quarterly Report on Form 10-Q for the quarter ended March 31, 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 link is www.wyeth.com.


                                       2
<PAGE>
<TABLE>
                                               WYETH
                              CONSOLIDATED CONDENSED BALANCE SHEETS
                              (In Thousands Except Per Share Amounts)
                                            (Unaudited)
<CAPTION>
                                                                    June 30,         December 31,
                                                                      2003               2002
                                                                   -----------       ------------
<S>                                                                <C>               <C>
ASSETS
Cash and cash equivalents                                           $2,816,620         $2,943,604
Marketable securities                                                1,135,788          1,003,275
Amgen investment                                                           -            1,509,947
Accounts receivable less allowances                                  2,323,148          2,379,819
Inventories:
     Finished goods                                                    857,426            736,360
     Work in progress                                                1,125,441            808,711
     Materials and supplies                                            450,791            447,653
                                                                   -----------       ------------
                                                                     2,433,658          1,992,724
Other current assets including deferred taxes                        2,310,767          1,766,483
                                                                   -----------       ------------
     Total Current Assets                                           11,019,981         11,595,852

Property, plant and equipment                                       10,808,076          9,834,985
     Less accumulated depreciation                                   2,829,675          2,599,293
                                                                   -----------       ------------
                                                                     7,978,401          7,235,692
Goodwill                                                             3,796,444          3,745,749
Other intangibles, net of accumulated amortization
  (June 30, 2003-$111,480 and December 31, 2002-$95,223)               137,514            145,915
Other assets including deferred taxes                                3,844,918          3,271,741
                                                                   -----------       ------------
     Total Assets                                                  $26,777,258        $25,994,949
                                                                   ===========       ============

LIABILITIES
Loans payable                                                         $511,766           $804,894
Trade accounts payable                                                 705,597            672,633
Dividends payable                                                      306,166                -
Accrued expenses                                                     3,935,699          3,788,653
Accrued federal and foreign taxes                                      891,792            209,479
                                                                   -----------       ------------
     Total Current Liabilities                                       6,351,020          5,475,659

Long-term debt                                                       6,415,242          7,546,041
Accrued postretirement benefit obligations other than pensions         999,833            965,081
Other noncurrent liabilities                                         3,626,350          3,852,256

Contingencies and commitments (Note 3)

STOCKHOLDERS' EQUITY
$2.00 convertible preferred stock, par value $2.50 per share                44                 46
Common stock, par value $0.33-1/3 per share                            443,693            442,019
Additional paid-in capital                                           4,687,464          4,582,773
Retained earnings                                                    4,510,263          3,286,645
Accumulated other comprehensive loss                                  (256,651)          (155,571)
                                                                   -----------       ------------
     Total Stockholders' Equity                                      9,384,813          8,155,912
                                                                   -----------       ------------
     Total Liabilities and Stockholders' Equity                    $26,777,258        $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                   Six Months
                                                      Ended June 30,                Ended June 30,
                                                 ------------------------      ------------------------
                                                    2003          2002            2003          2002
                                                 ----------    ----------      ----------    ----------
<S>                                              <C>           <C>             <C>           <C>
Net revenue                                      $3,746,556    $3,502,848      $7,435,613    $7,146,369
Cost of goods sold                                1,019,895       887,215       1,948,199     1,689,394
Selling, general and administrative expenses      1,362,022     1,310,100       2,653,492     2,580,384
Research and development expenses                   500,851       526,867       1,014,365     1,007,073
Interest expense, net                                25,878        55,621          52,878       108,959
Other income, net                                  (270,302)      (48,690)       (263,567)     (133,338)
Gain on sale of Amgen shares                            -             -          (860,554)          -
                                                 ----------    ----------      ----------    ----------

Income before federal and foreign taxes           1,108,212       771,735       2,890,800     1,893,897
Provision for federal and foreign taxes             243,807       171,876         748,513       422,118
                                                 ----------    ----------      ----------    ----------


Net income                                         $864,405      $599,859      $2,142,287    $1,471,779
                                                 ==========    ==========      ==========    ==========


Basic earnings per share                              $0.65         $0.45           $1.61         $1.11
                                                 ==========    ==========      ==========    ==========


Diluted earnings per share                            $0.65         $0.45           $1.61         $1.10
                                                 ==========    ==========      ==========    ==========



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


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

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


                                       4
<PAGE>
<TABLE>
                                                                WYETH
                                CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                               (In Thousands Except Per Share Amounts)
                                                             (Unaudited)
<CAPTION>
Six Months Ended June 30, 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                                                                              2,142,287                         2,142,287
Currency translation adjustments                                                                           421,842          421,842
Unrealized losses on derivative contracts, net                                                             (14,014)         (14,014)
Unrealized gains on marketable securities, net                                                               6,206            6,206
Realized gain reclassified to net income                                                                  (515,114)        (515,114)
                                                                                                                      -------------
     Comprehensive income, net of tax                                                                                     2,041,207
                                                                                                                      -------------

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

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

Net income                                                                              1,471,779                         1,471,779
Currency translation adjustments                                                                           152,093          152,093
Unrealized losses on derivative contracts, net                                                             (25,764)         (25,764)
Unrealized losses on marketable securities, net                                                             (7,544)          (7,544)
                                                                                                                      -------------
     Comprehensive income, net of tax                                                                                     1,590,564
                                                                                                                      -------------

Cash dividends declared (2)                                                              (914,172)                         (914,172)
Purchases of common stock for treasury                           (667)       (5,472)     (107,788)                         (113,927)
Common stock issued for stock options                           1,956       184,773                                         186,729
Other exchanges                                        (4)        135        19,762        (3,179)                           16,714
                                              -----------    --------    ----------    ----------    -------------    -------------
Balance at June 30, 2002                              $47    $441,614    $4,494,114      $616,949        $(714,243)      $4,838,481
                                              ===========    ========    ==========    ==========    =============    =============

(1) Included in cash dividends declared were the following dividends payable at June 30, 2003:
    - Common stock cash dividend of $0.23 per share ($306,148 in the aggregate) declared on June 25, 2003 and payable
      on September 1, 2003; and
    - Preferred stock cash dividends of $0.50 per share ($18 in the aggregate) paid on July 1, 2003 and payable on October 1, 2003.

(2) Included in cash dividends declared were the following dividends payable at June 30, 2002:
    - Common stock cash dividend of $0.23 per share ($304,713 in the aggregate) declared on June 20, 2002 and paid on
      September 1, 2002; and
    - Preferred stock cash dividends of $0.50 per share ($19 in the aggregate) paid on July 1, 2002 and 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>
                                                                           Six Months
                                                                         Ended June 30,
                                                                  ----------------------------
                                                                     2003              2002
                                                                  ----------        ----------
Operating Activities
--------------------
<S>                                                               <C>               <C>
Net income                                                        $2,142,287        $1,471,779
Adjustments to reconcile net income to net cash
  provided by (used for) operating activities:
   Gain on sale of Amgen shares                                     (860,554)              -
   Gains on sales of assets                                         (290,154)         (105,908)
   Depreciation and amortization                                     262,589           242,131
   Change in deferred income taxes                                    (7,344)           69,071
   Diet drug litigation payments                                    (248,434)         (895,919)
   Security fund deposit                                            (535,200)         (415,000)
   Changes in working capital, net                                   459,299          (372,503)
   Other items, net                                                   27,891          (314,070)
                                                                  ----------        ----------
Net cash provided by (used for) operating activities                 950,380          (320,419)
                                                                  ----------        ----------

Investing Activities
--------------------
Purchases of property, plant and equipment                          (792,265)         (787,684)
Proceeds from sales of Amgen common stock                          1,579,917               -
Proceeds from sales of assets                                        317,973           412,132
Proceeds from sales and maturities of marketable securities          485,306         1,294,609
Purchases of marketable securities                                  (609,717)       (1,543,971)
                                                                  ----------        ----------
Net cash provided by (used for) investing activities                 981,214          (624,914)
                                                                  ----------        ----------

Financing Activities
--------------------
Net proceeds from (repayments of) commercial paper                (3,329,485)        1,321,176
Proceeds from issuance of long-term debt                           1,800,000               -
Other borrowing transactions, net                                    (26,573)           56,048
Dividends paid                                                      (610,595)         (609,440)
Purchases of common stock for treasury                                   -            (113,927)
Exercises of stock options                                            89,106           186,729
                                                                  ----------        ----------
Net cash provided by (used for) financing activities              (2,077,547)          840,586
                                                                  ----------        ----------
Effects of exchange rate changes on cash balances                     18,969             4,887
                                                                  ----------        ----------
Decrease in cash and cash equivalents                               (126,984)          (99,860)
Cash and cash equivalents, beginning of period                     2,943,604         1,744,734
                                                                  ----------        ----------
Cash and cash equivalents, end of period                          $2,816,620        $1,644,874
                                                                  ==========        ==========

Supplemental Information
------------------------
Interest payments                                                   $160,510          $183,612
Income tax payments, net of refunds                                  312,927           295,239

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


                                       6
<PAGE>
                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

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

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

          Stock-Based Compensation: The Company has five Stock Incentive Plans
          which it accounts for using the intrinsic value method in accordance
          with APB Opinion No. 25, Accounting for Stock Issued to Employees. No
          stock-based employee compensation cost is reflected in net income, as
          all options granted under those plans 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 and earnings
          per share if the Company had applied the fair value recognition
          provisions of SFAS No. 123, Accounting for Stock-Based Compensation,
          to stock-based employee compensation:
<TABLE>
<CAPTION>
                                                            Three Months                 Six Months
                                                           Ended June 30,              Ended June 30,
                                                        --------------------      ------------------------
          (In thousands except per share amounts)         2003        2002           2003          2002
          ------------------------------------------    --------    --------      ----------    ----------
<S>                                                     <C>         <C>           <C>           <C>
          Net income, as reported                       $864,405    $599,859      $2,142,287    $1,471,779
          Deduct: total stock-based employee
             compensation expense determined under
             fair value-based method for all awards,
             net of tax                                   73,178      78,745         155,553       140,710
                                                        --------    --------      ----------    ----------

          Pro forma net income                          $791,227    $521,114      $1,986,734    $1,331,069
                                                        ========    ========      ==========    ==========

          Earnings per share:
            Basic - as reported                            $0.65       $0.45           $1.61         $1.11
                                                        ========    ========      ==========    ==========
            Basic - pro forma                              $0.60       $0.39           $1.50         $1.00
                                                        ========    ========      ==========    ==========

            Diluted - as reported                          $0.65       $0.45           $1.61         $1.10
                                                        ========    ========      ==========    ==========
            Diluted - pro forma                            $0.59       $0.39           $1.49         $1.00
                                                        ========    ========      ==========    ==========
</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 six
          months ended June 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           49,360            1,335          50,695
                                                 ----------         --------      ----------
          Balance at June 30, 2003               $3,204,763         $591,681      $3,796,444
                                                 ==========         ========      ==========
</TABLE>


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

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

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

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

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

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


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

          New Credit Facility:
          In March 2003, the Company's $3,000.0 million credit facility
          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 February 2004 is extendible by
          the Company for an additional year. The credit facilities contain
          substantially identical financial and other covenants,
          representations, warranties, conditions and default provisions as the
          terminating facility.

          At June 30, 2003, the Company had commercial paper outstanding of
          $457.7 million, which is supported by the credit facilities identified
          above and was classified as Long-term debt.


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

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

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

          During the 2003 first half, individual settlement payments, legal fees
          and other costs totaling $248.4 million were paid and applied against
          the litigation accrual. At June 30, 2003, $1,702.3 million of the
          litigation accrual remained.

          In December 2002, following a joint motion by the Company and
          plaintiffs' counsel, the Court approved an amendment to the settlement
          agreement which provided for the merger of Funds A and B into a
          combined fund which will now cover all expenses and injury claims in
          connection with the settlement. The effect of the merger is to
          accelerate the spillover of the expected remainder in Fund A, which
          will now be available to pay Fund B claims. The merger of the two
          funds took place in January 2003. In February 2003, as required by the
          amendment to the settlement agreement merging the two


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

          settlement funds, an additional $535.2 million was added by the
          Company to the security fund and such amount was 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.

          The Company continuously reviews its diet drug litigation reserve as
          additional information becomes available with respect to claims both
          inside and outside of the nationwide class action settlement. Within
          the settlement, the number of individuals who have filed claims that
          allege significant heart valve disease (known as matrix claims) has
          been higher than had been anticipated. While the Company does not have
          precise current information, the settlement trust has recorded
          approximately 83,000 matrix-level claim forms to date and it is likely
          that additional forms have been received but not yet logged in. Fewer
          than half of the forms that have been logged in have been processed to
          date, and only a very small percentage of the forms that have been
          processed have been found valid and been paid. In addition, in light
          of substantial questions that have been raised concerning the validity
          of many of these matrix claims, the federal court overseeing the
          nationwide settlement has ordered that 100% of the matrix claims be
          audited for eligibility for awards under the settlement. That 100%
          audit process remains in its earliest stages; the Company expects
          that, as a result of the audit process, only a fraction of the actual
          claim forms submitted will result in a payment.

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


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

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

          Based upon the information currently available, the Company believes
          that there is no basis to change its reserves to cover the remaining
          obligations relating to the diet drug litigation. However, the volume
          of opt out and matrix-level claims in the settlement has been higher
          than anticipated. Accordingly, in light of the increased uncertainty,
          it is possible that additional reserves will be required.

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


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

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

          The restructuring will ultimately result in the elimination of
          approximately 3,150 positions worldwide. The reductions in workforce
          are permanent and affected all of the Company's segments, including
          Corporate. As of June 30, 2003, the Company has initiated the process
          of closing certain manufacturing facilities and had eliminated
          approximately 2,755 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                                (100,400)          (27,300)    (127,700)
                                                          ---------    --------------     --------
          Restructuring accruals at June 30, 2003           $63,300           $45,700     $109,000
                                                          =========    ==============     ========
</TABLE>


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

Note 5.   Earnings per Share
          ------------------

          The following table sets forth the computations of basic earnings per
          share and diluted earnings per share:
<TABLE>
<CAPTION>
                                                        Three Months                Six Months
                                                       Ended June 30,             Ended June 30,
                                                   ----------------------    ------------------------
          (In thousands except per share amounts)    2003         2002          2003          2002
          ---------------------------------------  ---------    ---------    ----------    ----------

<S>                                                <C>          <C>          <C>           <C>
          Net income less preferred dividends       $864,387     $599,840    $2,142,260    $1,471,750
          Denominator:
            Weighted average number of common
              shares outstanding                   1,329,333    1,325,989     1,328,238     1,324,970
                                                   ---------    ---------    ----------    ----------

          Basic earnings per share                     $0.65        $0.45         $1.61         $1.11
                                                   =========    =========    ==========    ==========

          Net income                                $864,405     $599,859    $2,142,287    $1,471,779
          Denominator:
            Weighted average number of common
              shares outstanding                   1,329,333    1,325,989     1,328,238     1,324,970
            Common stock equivalents of
              outstanding stock options and
              deferred common stock awards             5,853       10,307         5,068        12,437
                                                   ---------    ---------    ----------    ----------
          Total shares                             1,335,186    1,336,296     1,333,306     1,337,407
                                                   ---------    ---------    ----------    ----------

          Diluted earnings per share                   $0.65        $0.45         $1.61         $1.10
                                                   =========    =========    ==========    ==========
</TABLE>

          Diluted earnings per share excluded 86.8 million and 81.0 million
          common shares related to options outstanding under the Company's Stock
          Incentive Plans at June 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.


                                       12
<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 June 30, 2003 and December 31, 2002, were as follows:
<TABLE>
<CAPTION>
                                                                    Gross           Gross
          (In thousands)                                          Unrealized      Unrealized        Fair
          At June 30, 2003                           Cost           Gains          (Losses)         Value
          ----------------------------------      ----------      ----------      ----------      ----------
<S>                                               <C>             <C>             <C>             <C>
          Available-for-sale:
             U.S. Treasury securities               $208,835            $656           $(261)       $209,230
             Commercial paper                         96,719              15              (1)         96,733
             Certificates of deposit                  21,668               4             -            21,672
             Corporate debt securities               182,413             628             (55)        182,986
             Other debt securities                     9,701             257             -             9,958
             Institutional fixed income fund         531,932           6,858             -           538,790
                                                  ----------      ----------      ----------      ----------
          Total available-for-sale                 1,051,268           8,418            (317)      1,059,369
                                                  ----------      ----------      ----------      ----------
          Held-to-maturity:
             Commercial paper                          7,976             -               -             7,976
             Certificates of deposit                  53,450             -               -            53,450
             Other debt securities                    14,993             -               -            14,993
                                                  ----------      ----------      ----------      ----------
          Total held-to-maturity                      76,419             -               -            76,419
                                                  ----------      ----------      ----------      ----------
                                                  $1,127,687          $8,418           $(317)     $1,135,788
                                                  ==========      ==========      ==========      ==========


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


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

          The contractual maturities of debt securities classified as
          available-for-sale at June 30, 2003 were as follows:
                                                                        Fair
          (In thousands)                                   Cost         Value
          ----------------------------------------       --------      --------
          Available-for-sale:
             Due within one year                         $166,351      $166,394
             Due after one year through five years        341,283       342,502
             Due after five years through 10 years            -             -
             Due after 10 years                            11,702        11,683
                                                         --------      --------
                                                         $519,336      $520,579
                                                         ========      ========

          All held-to-maturity debt securities are due within one year and had
          aggregate fair values of $76.4 million at June 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
          operating segments are strategic business units that are managed
          separately because they manufacture, distribute and sell distinct
          products and provide services, which require various technologies and
          marketing strategies.
<TABLE>
<CAPTION>
                                                              Net Revenue
                                      ------------------------------------------------------------
                                             Three Months                       Six Months
                                            Ended June 30,                    Ended June 30,
          (In thousands)              --------------------------        --------------------------
          Segment                        2003            2002              2003            2002
          -----------------------     ----------      ----------        ----------      ----------
<S>                                   <C>             <C>               <C>             <C>
          Pharmaceuticals             $3,193,471      $3,009,708        $6,350,524      $6,158,752
          Consumer Healthcare            553,085         493,140         1,085,089         987,617
                                      ----------      ----------        ----------      ----------

          Total                       $3,746,556      $3,502,848        $7,435,613      $7,146,369
                                      ==========      ==========        ==========      ==========


                                                          Income Before Taxes
                                      ------------------------------------------------------------
                                             Three Months                       Six Months
                                            Ended June 30,                    Ended June 30,
          (In thousands)              --------------------------        --------------------------
          Segment                        2003            2002              2003            2002
          -----------------------     ----------      ----------        ----------      ----------
          Pharmaceuticals(1)          $1,083,366        $736,607        $2,027,248      $1,809,815
          Consumer Healthcare (2)        149,000         143,457           229,204         302,936
                                      ----------      ----------        ----------      ----------
                                       1,232,366         880,064         2,256,452       2,112,751
          Corporate (3)                 (124,154)       (108,329)          634,348        (218,854)
                                      ----------      ----------        ----------      ----------

          Total                       $1,108,212        $771,735        $2,890,800      $1,893,897
                                      ==========      ==========        ==========      ==========
</TABLE>


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

          (1)  Pharmaceuticals for the 2003 second quarter and first half
               included gains of $231,233 as a result of the divestiture of
               product rights to ATIVAN, ISORDIL, DIAMOX, ZIAC, ZEBETA, AYGESTIN
               and SONATA.

          (2)  Consumer Healthcare for the 2003 second quarter and first half
               included a gain of $34,000 related to the divestiture of ANACIN.
               In addition, gains of $40,350 and $73,850 were included in the
               2002 second quarter and first half, respectively, related to a
               class action settlement regarding price fixing by certain vitamin
               suppliers.

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


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

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


                                       15
<PAGE>

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

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

          Worldwide net revenue for the 2003 second quarter and first half was
          7% and 4% higher, respectively, compared with prior year levels. The
          increase in worldwide net revenue for the 2003 second quarter and
          first half was due primarily to higher worldwide net revenue of both
          pharmaceuticals and consumer healthcare. Excluding the impact of
          foreign exchange, worldwide net revenue increased 3% for the 2003
          second quarter and was flat for the 2003 first half.

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

                                               Net Revenue
                                          ----------------------
                                               Three Months
                                              Ended June 30,
          ($ in millions)                 ----------------------
          Segment                           2003          2002        % Increase
          -------------------------       --------      --------      ----------
          Pharmaceuticals                 $3,193.5      $3,009.7            6%
          Consumer Healthcare                553.1         493.1           12%
                                          --------      --------      ----------
          Total                           $3,746.6      $3,502.8            7%
                                          ========      ========      ==========


                                               Net Revenue
                                          ----------------------
                                                Six Months
                                              Ended June 30,
          ($ in millions)                 ----------------------
          Segment                           2003          2002        % Increase
          -------------------------       --------      --------      ----------
          Pharmaceuticals                 $6,350.5      $6,158.8            3%
          Consumer Healthcare              1,085.1         987.6           10%
                                          --------      --------      ----------
          Total                           $7,435.6      $7,146.4            4%
                                          ========      ========      ==========


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

          Worldwide pharmaceutical net revenue increased 6% for the 2003 second
          quarter and 3% for the 2003 first half. Excluding the impact of
          foreign exchange, worldwide pharmaceutical net revenue increased 2%
          and decreased 1% for the 2003 second quarter and first half,
          respectively.

          Worldwide human pharmaceutical net revenue increased 6% for the second
          quarter as higher sales of PROTONIX (strong prescription volume
          growth), EFFEXOR XR (substantial global growth), PREVNAR and ZOSYN
          (both reflecting consistent increased manufacturing capability) and
          increased alliance revenue were offset, in part, by lower sales of the
          PREMARIN family of products and CORDARONE I.V. (market exclusivity
          ended October 2002). The lower sales of the PREMARIN family of
          products included a $60.0 million reserve recorded by the Company in
          the 2003 second quarter for anticipated returns in connection with a
          projected shift in prescriptions toward


                                       16
<PAGE>
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                 Three Months and Six Months Ended June 30, 2003

          the recently approved lower dosage forms of PREMARIN and PREMPRO.
          Excluding the impact of foreign exchange, worldwide human
          pharmaceutical net revenue increased 2% and decreased 1% for the 2003
          second quarter and first half, respectively.

          Worldwide animal health product net revenue increased 10% for the 2003
          second quarter and 11% for the 2003 first half. The increase in net
          revenue was due primarily to higher domestic sales of the Company's
          WEST NILE - INNOVATOR, a biological vaccine for horses. Excluding the
          impact of foreign exchange, worldwide animal health product net
          revenue increased 6% and 8% for the 2003 second quarter and first
          half, respectively.

          The following table sets forth the significant worldwide human
          pharmaceutical and animal health net revenue by product for the three
          and six months ended June 30, 2003 compared with the same periods in
          the prior year:
<TABLE>
<CAPTION>
                                              Three Months                Six Months
                                             Ended June 30,             Ended June 30,
          (In millions)                   ---------------------      ---------------------
          Products                          2003         2002          2003         2002
          ---------------------------     --------     --------      --------     --------
<S>                                         <C>          <C>         <C>          <C>
          EFFEXOR                           $636.4       $605.5      $1,229.9     $1,027.6
          PREMARIN family                    276.6        447.3         679.3      1,122.9
          PROTONIX                           310.4        192.2         670.4        439.3
          PREVNAR                            264.9        149.4         493.7        297.6
          Nutritionals                       215.3        195.3         418.1        399.3
          Oral Contraceptives                134.6        127.4         288.9        314.1
          ZOSYN / TAZOCIN                    145.0         75.6         285.1        177.8
          ZOTON                               86.6         79.7         159.1        147.2
          BENEFIX                             62.5         55.3         121.1        101.8
          SYNVISC                             61.0         61.2         110.1        106.2
          ATIVAN                              55.0         48.2         110.0        101.5
          ReFacto                             56.4         52.4         108.8         90.8
          ENBREL                              64.6         36.8         107.4         70.4
          RAPAMUNE                            40.8         27.5          85.5         51.1
          CORDARONE                            2.7         75.6           8.2        201.2
          Alliance revenue                   156.5         86.9         251.2        164.1
          Other                              410.2        499.5         827.8        990.5
                                          --------     --------      --------     --------
          Total human pharmaceuticals      2,979.5      2,815.8       5,954.6      5,803.4
                                          --------     --------      --------     --------

          WEST NILE - INNOVATOR               28.8         10.6          49.7         16.4
          ProHeart 6                          12.9          2.8          19.1         12.8
          Other                              172.3        180.5         327.1        326.2
                                          --------     --------      --------     --------
          Total animal health                214.0        193.9         395.9        355.4
                                          --------     --------      --------     --------

          Total pharmaceuticals           $3,193.5     $3,009.7      $6,350.5     $6,158.8
                                          ========     ========      ========     ========
</TABLE>


                                       17
<PAGE>
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                 Three Months and Six Months Ended June 30, 2003

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

          Worldwide consumer healthcare net revenue increased 12% for the 2003
          second quarter and 10% for the 2003 first half due primarily to sales
          of ALAVERT (introduced in the 2002 fourth quarter) and higher sales of
          other cough/cold/allergy products, ADVIL COLD & SINUS, CALTRATE and
          ADVIL. The first half increase was partially offset by lower sales of
          CENTRUM products. Excluding the impact of foreign exchange, worldwide
          consumer healthcare net revenue increased 8% and 7% for the 2003
          second quarter and first half, respectively.

          The following table sets forth the significant worldwide consumer
          healthcare net revenue by product for the three and six months ended
          June 30, 2003 compared with the same periods in the prior year:
<TABLE>
<CAPTION>
                                                   Three Months             Six Months
                                                  Ended June 30,          Ended June 30,
          (In millions)                          -----------------      -------------------
          Products                                2003       2002         2003        2002
          ---------------------------------      ------     ------      --------     ------
<S>                                              <C>        <C>         <C>          <C>
          CENTRUM                                $134.4     $133.4        $254.0     $263.3
          ADVIL                                    99.6       93.3         208.4      203.4
          Other cough/cold/allergy products        56.8       50.9         137.6      115.7
          CALTRATE                                 38.7       35.1          68.9       62.5
          SOLGAR                                   26.7       24.6          55.2       53.0
          ADVIL COLD & SINUS                       27.9       20.9          52.5       40.0
          ALAVERT                                  30.6        -            51.7        -
          CHAP STICK                               16.0       19.5          39.4       43.5
          Other                                   122.4      115.4         217.4      206.2
                                                 ------     ------      --------     ------

          Total consumer healthcare              $553.1     $493.1      $1,085.1     $987.6
                                                 ======     ======      ========     ======
</TABLE>


                                       18
<PAGE>
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                 Three Months and Six Months Ended June 30, 2003

          The following table sets forth the percentage changes in worldwide net
          revenue by operating segment compared with the prior year, including
          the effect volume, price and foreign exchange had on these percentage
          changes:
<TABLE>
<CAPTION>
                                              % Increase (Decrease)                              % Increase (Decrease)
                                         Three Months Ended June 30, 2003                   Six Months Ended June 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              (8%)        8%           -              -         (8%)        6%           -             (2%)
          International               3%         3%          11%            17%         -          3%          10%            13%
                                     ---        ---          ---            ---        ---        ---          ---            ---
          Total                      (4%)        6%           4%             6%        (6%)        5%           4%             3%
                                     ===        ===          ===            ===        ===        ===          ===            ===

          Consumer Healthcare
          -------------------
          United States               6%         2%           -              8%         3%         3%           -              6%
          International               5%         4%          10%            19%         5%         3%           9%            17%
                                     ---        ---          ---            ---        ---        ---          ---            ---
          Total                       6%         2%           4%            12%         4%         3%           3%            10%
                                     ===        ===          ===            ===        ===        ===          ===            ===

          Total
          -------------------
          United States              (6%)        7%           -              1%        (7%)        6%           -             (1%)
          International               3%         3%          11%            17%         1%         3%          10%            14%
                                     ---        ---          ---            ---        ---        ---          ---            ---
          Total                      (3%)        6%           4%             7%        (4%)        4%           4%             4%
                                     ===        ===          ===            ===        ===        ===          ===            ===
</TABLE>


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

          Cost of goods sold, as a percentage of Net revenue, increased to 27.2%
          for the 2003 second quarter compared with 25.3% for the 2002 second
          quarter and increased to 26.2% for the 2003 first half compared with
          23.6% for the 2002 first half due primarily to higher manufacturing
          costs and a less profitable product mix related to lower sales of
          higher margin products. The impact of higher manufacturing costs and a
          less profitable product mix on gross margin was partially offset by
          increased alliance revenue recorded in the 2003 second quarter and
          first half net revenue as compared with the 2002 second quarter and
          first half net revenue. There are no costs of goods sold relating to
          alliance revenue, and therefore any net revenue fluctuations impacted
          by alliance revenue will also impact gross margins.

          Selling, general and administrative expenses, as a percentage of Net
          revenue, decreased to 36.4% for the 2003 second quarter and 35.7% for
          the 2003 first half compared with 37.4% for the 2002 second quarter
          and 36.1% for the 2002 first half as a result of cost containment
          efforts initiated in the second half of 2002 offset, in part, by
          higher general expenses related to increased pension expense, general
          insurance and other employee benefit expenses.

          Research and development expenses decreased 5% for the 2003 second
          quarter and increased 1% for the 2003 first half. The 2003 second
          quarter decrease was primarily due to reduced spending for operating
          expenses, including lower chemical and material costs and salaries,
          offset, in part by higher clinical grant spending. Increased research
          and


                                       19
<PAGE>
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                 Three Months and Six Months Ended June 30, 2003

          development spending is expected for the 2003 second half 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 six months ended June 30, 2003
          and 2002 consisted of the following:

                                           Three Months          Six Months
                                          Ended June 30,       Ended June 30,
                                          ---------------     -----------------
          (In millions)                   2003      2002       2003       2002
          ----------------------------    -----     -----     ------     ------
          Interest expense                $72.7     $96.2     $143.8     $189.9
          Interest income                 (18.9)    (20.4)     (38.4)     (43.5)
          Less: amount capitalized for
            capital projects              (27.9)    (20.2)     (52.5)     (37.4)
                                          -----     -----     ------     ------

          Total interest expense, net     $25.9     $55.6      $52.9     $109.0
                                          =====     =====     ======     ======

          Interest expense, net decreased 53% for the 2003 second quarter and
          51% for the 2003 first half due primarily to lower weighted average
          debt outstanding, compared with prior year levels. Weighted average
          debt outstanding during the 2003 second quarter and first half was
          $6,938.1 million and $7,176.1 million, respectively, compared with
          prior year levels of $10,379.7 million and $10,161.3 million,
          respectively. The decrease in interest expense was also affected by
          higher capitalized interest resulting from spending for long-term
          capital projects in process. These projects include a new bio-pharma
          and vaccine manufacturing facility in Ireland, as well as the
          expansion of an existing manufacturing facility in Ireland.

          Other income, net increased significantly for both the 2003 second
          quarter and first half as a result of significant second quarter gains
          from the divestiture of certain pharmaceutical and consumer healthcare
          products amounting to approximately $265.2 million. The divestitures
          included product rights 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, were not
          material to either business segment or the Company's consolidated
          financial position or results of operations.


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

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

          The following table sets forth worldwide income before taxes by
          segment together with the percentage changes from the comparable
          period in the prior year:
<TABLE>
<CAPTION>
                                                                  Income Before Taxes
                                      ---------------------------------------------------------------------------
                                                 Three Months                             Six Months
                                                Ended June 30,                          Ended June 30,
                                      ----------------------------------     ------------------------------------
          ($ in millions)                                                                              % Increase
          Segment                       2003        2002      % Increase       2003         2002       (Decrease)
          -----------------------     --------     ------     ----------     --------     --------     ----------
<S>                                   <C>          <C>        <C>            <C>          <C>          <C>
          Pharmaceuticals(1)          $1,083.4     $736.6            47%     $2,027.3     $1,809.8            12%
          Consumer Healthcare (2)        149.0      143.4             4%        229.2        302.9           (24%)
                                      --------     ------            ---     --------     --------           ----
                                       1,232.4      880.0            40%      2,256.5      2,112.7             7%
          Corporate (3)                 (124.2)    (108.3)           15%        634.3       (218.8)            -
                                      --------     ------            ---     --------     --------           ----

          Total                       $1,108.2     $771.7            44%     $2,890.8     $1,893.9            53%
                                      ========     ======            ===     ========     ========           ====
</TABLE>

          (1)  Pharmaceuticals for the 2003 second quarter and first half
               included gains of $231.2 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 16% for the 2003 second quarter and
               decreased 1% for the 2003 first half.

          (2)  Consumer Healthcare for the 2003 second quarter and first half
               included a gain of $34.0 related to the divestiture of ANACIN. In
               addition, gains of $40.3 and $73.9 in the 2002 second quarter and
               first half, respectively, related to a class action settlement
               regarding price fixing by certain vitamin suppliers. Excluding
               the divestiture and settlement gains, Consumer Healthcare income
               before taxes increased 12% for the 2003 second quarter and
               decreased 15% for the 2003 first half.

          (3)  Corporate for the 2003 first half included a first quarter gain
               of $860.6 relating to the sale of Amgen shares. Excluding the
               gain on the sale of Amgen shares from the 2003 first half
               results, Corporate expenses, net increased 3%.

          Worldwide pharmaceutical income before taxes increased 47% for the
          2003 second quarter and 12% for the 2003 first half due primarily to
          higher other income, as a result of gains from the divestiture of
          certain products, lower selling, general and administrative expenses
          and research and development expenses offset, in part, by lower gross
          profit margins earned on worldwide sales of human pharmaceuticals.

          Worldwide consumer healthcare income before taxes increased 4% for the
          2003 second quarter and decreased 24% for the 2003 first half while
          consumer healthcare sales increased 12% and 10% for the 2003 second
          quarter and first half, respectively. This difference between sales
          growth and the growth of income before taxes for the 2003 second
          quarter 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 and ADVIL ALLERGY
          SINUS. The 2003 first half difference was additionally impacted by the
          non-recurrence of income received in 2002 in


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

          connection with a class action settlement gain relating to price
          fixing by certain vitamin suppliers.

          Corporate expenses, net, increased 15% for the 2003 second quarter and
          3% for the 2003 first half, excluding the 2003 first quarter gain of
          $860.6 million from the sale of the Company's remaining Amgen shares.
          The increase in corporate expenses, net is due primarily to higher
          general expenses related to increased pension expense, general
          insurance and other employee benefit expenses offset, in part, by
          lower interest expense resulting from lower weighted average debt
          outstanding as compared with prior year levels.

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


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

          Net income and diluted earnings per share for the 2003 second quarter
          increased to $864.4 million and $0.65 compared with $599.9 million and
          $0.45 in the prior year, both increases of 44%. The increases in net
          income and diluted earnings per share for the 2003 second quarter were
          greater than the growth rate in net revenue due primarily to higher
          other income, as a result of gains from the divestiture of certain
          pharmaceutical and consumer healthcare products and lower interest
          expense, which factors were partially offset by higher costs of goods
          sold, as a percentage of net revenue.

          Net income and diluted earnings per share each increased 46% for the
          2003 first half to $2,142.3 million and $1.61, respectively, compared
          with $1,471.8 million and $1.10 in the prior year. The 2003 first half
          net income and diluted earnings per share included a first quarter
          gain of $860.6 million ($558.7 million after-tax or $0.42 per
          share-diluted) related to the sale of the remaining 31,235,958 shares
          of the Company's Amgen common stock holdings. Excluding the gain on
          the sale of Amgen shares from the 2003 first half results, net income
          and diluted earnings per share for the 2003 first half each increased
          8% to $1,583.6 million and $1.19 compared with the 2002 first half.
          Higher net income for the 2003 first half, excluding the Amgen gain,
          was affected by the same items that impacted the 2003 second quarter
          results, which included higher other income and lower interest
          expense, partially offset by a less profitable product mix and higher
          manufacturing costs, as well as higher selling, general and
          administrative expenses.


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

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

          Cash flows provided by operating activities totaling $950.4 million
          during the 2003 first half were generated primarily by earnings of
          $991.6 million (which excludes non-cash gains related to the sale of
          the remaining Amgen shares and sales of other assets) and proceeds of
          $126.2 million relating to improved collections on outstanding
          accounts receivable. Driving the cash outflows were payments of $248.4
          million relating to the diet drug litigation and a payment of $535.2
          million to the security fund as collateral for the Company's financial
          obligations under the diet drug settlement (see Note 3 to the
          consolidated condensed financial statements). Additionally, an
          increase in inventories of $326.4 million due primarily to production
          planning impacted cash outflows.

          The Company generated $981.2 million of cash from investing activities
          during the 2003 first half due primarily to proceeds received of
          $1,579.9 million relating to the sale of the Company's remaining
          31,235,958 shares of Amgen common stock. The Company used $1,402.0
          million for investments in property, plant and equipment and
          marketable securities. The capital expenditures made during the 2003
          first half 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 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 cash
          used for financing activities relating to repayments of commercial
          paper and other borrowing transactions totaling $3,356.1 million and
          dividend payments of $610.6 million.

          At June 30, 2003, the Company had outstanding $6,927.0 million in
          total debt. The Company's total debt consisted of commercial paper of
          $457.7 million, and notes payable and other debt of $6,469.3 million.
          The Company offers its commercial paper in a very liquid market
          commensurate with its short-term credit ratings from Moody's (P2), S&P
          (A1) and Fitch (F1). Current debt at June 30, 2003, classified as
          Loans payable, consisted of $511.8 million of notes payable and other
          debt that is due within one year. All of the commercial paper
          outstanding at June 30, 2003 was supported by the Company's new credit
          facilities, totaling $2,700.0 million, and is classified as Long-term
          debt.

          Subject to the uncertainty in predicting the outcome of litigation
          (see Note 3 to the consolidated condensed financial statements),
          management believes that cash flows from operating activities and
          existing and prospective financing resources will be adequate to fund
          the Company's operations, pay opt out settlement payments and fund the
          nationwide class action settlement relating to the REDUX and PONDIMIN
          diet drug litigation, pay dividends, maintain the ongoing programs of
          capital expenditures, and repay both the principal and interest on its
          outstanding obligations, without requiring the disposition of any
          significant strategic core assets or businesses.


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

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

          Prempro / Premarin - HRT Studies

          Two subsets of the Women's Health Initiative (WHI) enrolled a total of
          27,000 predominantly healthy postmenopausal women to assess the risks
          and benefits of either long-term estrogen replacement therapy (ERT) or
          long-term hormone replacement therapy (HRT). The primary endpoint of
          the WHI study was coronary heart disease, with invasive breast cancer
          as the primary adverse outcome studied. In July 2002, the HRT subset
          of the WHI study, involving women who received a combination of
          conjugated estrogens and medroxyprogesterone acetate (PREMPRO), was
          stopped early (after the patients were followed in the study for an
          average of 5.2 years) because, according to the predefined stopping
          rule, increased risks of breast cancer and cardiovascular events
          exceeded the specified long-term benefits. The study observed an
          increased incidence of cardiovascular disease and, over time, breast
          cancer among women on HRT compared to those on placebo. The study also
          observed a reduction in the incidence of hip, vertebral and other
          osteoporotic fractures and of colon cancer among women on HRT compared
          to those on placebo. The study did not evaluate the use of HRT for the
          treatment of menopausal symptoms, the main indication of the product.
          Additional analyses of data from the HRT subset of the WHI study,
          including data on stroke, cognition, dementia, and breast cancer
          characteristics 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 72% and 36%,
          respectively, compared to the average weekly prescriptions written
          during the eight-week period preceding the termination of the study
          subset. PREMPRO sales (including PREMPHASE) for the three and six
          months ended June 30, 2003 represented approximately 1% and 2%,
          respectively, of consolidated net revenue.


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

          Set forth below are individual product operating results for both
          PREMPRO/PREMPHASE and PREMARIN for the three and six months ended
          June 30, 2003 and 2002.
                                             Prempro/Premphase
                                --------------------------------------------
                                  Three Months                Six Months
                                 Ended June 30,             Ended June 30,
                                -----------------          -----------------
          (In millions)          2003       2002            2003       2002
          ----------------      ------     ------          ------     ------
          Net revenue           $22.1      $171.5          $165.0     $387.6
          Gross profit (*)       (8.4)      147.2           115.1      332.9


                                                  Premarin
                                --------------------------------------------
                                  Three Months                Six Months
                                 Ended June 30,             Ended June 30,
                                -----------------          -----------------
          (In millions)          2003       2002            2003       2002
          ----------------      ------     ------          ------     ------
          Net revenue           $254.4     $273.9          $514.2     $733.3
          Gross profit           223.5      247.0           456.7      676.1


          (*)  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
               PREMARIN and PREMPRO.


          Competition

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


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

          as generic equivalents of PREMARIN given known compositional
          differences between the active ingredient of these products and
          PREMARIN. Although the FDA has not approved any generic equivalent to
          PREMARIN to date, PREMARIN will continue to be subject to competition
          from existing and new competing estrogen and other products for its
          approved indications and may be subject to generic competition from
          either synthetic or natural conjugated estrogens products in the
          future. In June 2003, a competitor company announced that it had filed
          an Abbreviated New Drug Application for approval of a generic version
          of PREMARIN allegedly made from the same natural source; the Company
          cannot predict the timing or outcome of the approval process.


          Product Supply

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


          Litigation and Contingent Liabilities

          The Company is involved in various legal proceedings, including
          product liability and environmental matters that arise from time to
          time in the ordinary course of business, the most significant of which
          are described in the Company's Annual Report on Form 10-K for the year
          ended December 31, 2002, Quarterly Report on Form 10-Q for the quarter
          ended March 31, 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 and PREMPRO. In addition, the Company has
          responsibility for environmental, safety and cleanup obligations under
          various local, state and federal laws, including the Comprehensive
          Environmental Response, Compensation and Liability Act, commonly known
          as Superfund.

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


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

          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 the opinion of the Company that any
          potential liability that might exceed amounts already accrued will not
          have a material adverse effect on the Company's financial position but
          could be material to the results of operations or cash flows in one or
          more accounting periods.


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

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

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

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

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

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

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

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

          All forward-looking statements address matters involving numerous
          assumptions, risks and uncertainties, which may cause actual results
          to differ materially from those expressed or implied by us in those
          statements. Accordingly, we caution you not to place undue reliance on
          these forward-looking statements, which speak only as of the date on
          which they were made. From time to time, we also may provide oral or
          written forward-looking statements in other materials we release to
          the public. Additionally, we


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

          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.


                                       28
<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 June 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)     $1,167.6          $0.2          $0.2
          Option contracts (1)         741.2         (15.3)        (15.3)
          Interest rate swaps        3,300.0         311.1         311.1
          Outstanding debt (2)       6,621.7      (6,927.0)     (7,229.8)


          (1)  If the value of the U.S. dollar were to increase or decrease by
               10%, in relation to all hedged foreign currencies, the net
               payable on the forward and option contracts would decrease or
               increase by approximately $88.0.

          (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 $329.9.

          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 June 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 June 30,
          2003; and the fair value of option contracts reflects the present
          value of future cash flows if the contracts were settled on June 30,
          2003.


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

          During the 2003 second 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.


                                       29
<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 and Quarterly Report on Form 10-Q for the
          quarter ended March 31, 2003.

          In the litigation involving PREMPRO, the Company's estrogen and
          progestin replacement therapy, four additional putative class action
          lawsuits have been filed. Alexander, et al., v. Wyeth, No. 03-WM-0160,
          U.S.D.C., D. Colo.; Katzman, et al. v. Wyeth, No. L-1285-03, Super.
          Ct., Morris Cty., NJ; Leone, et al. v. Wyeth, No. 03CV0588, U.S.D.C.,
          S.D.N.Y.; Phelps, et al. v. Wyeth, No. 03-80063, U.S.D.C., S.D. Fla.
          Plaintiffs in three of the cases (Alexander, Leone, and Phelps) each
          seek to represent a nationwide class of women who have ever ingested
          PREMPRO. They generally seek similar relief on behalf of the putative
          class: 1) purchase price refunds; 2) medical monitoring expenses; and
          3) compensatory and punitive damages. The plaintiffs in the Katzman
          case seek to represent a class of New Jersey women who have ingested
          the drug and seek purchase price refunds and medical monitoring
          expenses on their behalf. In addition to the 20 pending putative class
          actions, the Company is defending approximately 100 individual actions
          and approximately 25 multi-plaintiff actions in various courts for
          personal injuries including breast cancer, stroke and heart disease.
          Together with the class actions, these cases assert claims on behalf
          of approximately 380 women alleged injured by PREMPRO or PREMARIN.

          In the litigation involving alleged injuries as a result of the use of
          the NORPLANT SYSTEM, the Company's implantable contraceptive, the
          Louisiana Court of Appeals recently affirmed the certification of a
          statewide class of NORPLANT users and the Louisiana Supreme Court has
          now refused to hear a further appeal by the Company. The matter will
          now return to the trial court level for further proceedings. Davis v.
          American Home Products Corporation, No. CDC 94-11684, Orleans Parish,
          LA.

          By final judgment dated August 14, 2002, United States District Judge
          Richard A. Schell granted in part and denied in part the Company's
          motion for summary judgment in the cases pending before him in the
          federal multidistrict NORPLANT litigation. In re: Norplant
          Contraceptive Products Liability Litigation, MDL No. 1038, U.S.D.C.,
          E.D. Tex. The effect of the ruling was to grant summary judgment
          against 2,960 plaintiffs in 710 cases (virtually all of the plaintiffs
          asserting claims in the MDL). Eighteen plaintiffs appealed this
          judgment to the United States Court of Appeals for the Fifth Circuit.
          Seventeen of those appellants subsequently agreed to drop their
          appeals and the Fifth Circuit has recently affirmed Judge Schell's
          ruling with respect to the remaining appellant.

          In the litigation involving the Company's cough/cold products, which
          contained the ingredient phenylpropanolamine (PPA), the first trials
          of PPA lawsuits against the Company are scheduled to begin in November
          and December 2003. Two trials


                                       30
<PAGE>

          previously scheduled for earlier this year have recently been settled:
          Walker, et al. v. Whitehall-Robins, et al., No. 0105-05204, Super.
          Ct., Multnomah Cty., OR, and Palmer, et al. v. Eon Labs Manufacturing,
          Inc., et al., No. 00-2-15370-8SEA, Super. Ct., King Cty., WA. The
          Company is currently defending approximately 1,200 lawsuits on behalf
          of approximately 2,200 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, an additional
          putative class action has been filed since the last Quarterly Report.
          Bothwell, et al. v. Abbott Laboratories, et al., No. JCCP 4246, Super.
          Ct., Los Angeles Cty., CA was a putative California statewide class
          action seeking relief under California's Proposition 65. The Bothwell
          case has been dismissed with prejudice, although an appeal of that
          dismissal is pending. Six of the other ten previously-reported
          putative class actions have also been dismissed without prejudice to
          permit plaintiffs to pursue claims under the Vaccine Compensation Act,
          one has been dismissed with prejudice because the claims of the class
          representatives were barred by the Vaccine Compensation Act's statute
          of limitations (Ashton, et al. v. Aventis Pasteur Inc., et al., Class
          Action Complaint 004026, Ct. Comm. Pleas, Philadelphia Cty., PA), and
          motions to dismiss are pending in the remaining three putative class
          actions.

          Including the putative class actions, the Company has been served with
          approximately 260 thimerosal lawsuits, involving approximately 1,800
          named plaintiffs. 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 Vaccine Compensation Act mandates that vaccine
          recipients alleging injury from childhood vaccines first bring a claim
          under the Vaccine Compensation Act (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.

          The Company's Wyeth Medica Ireland (WMI) subsidiary has been served
          with a Statement of Claim filed in the High Court, Dublin, Ireland, by
          Schuurmans & Van Ginneken (SVG), a Netherlands-based molasses and
          liquid storage concern. SVG alleges that WMI conspired with its waste
          disposal contractors to improperly dispose of a sugar water process
          stream that contained medroxyprogesterone acetate (MPA). SVG seeks
          damages in excess of EU115 million for its own alleged direct losses
          related to the cleanup of systems and destruction of MPA-contaminated
          molasses and alleged losses made against it by various third parties,
          including compound feed manufacturers and pig farmers represented by
          the German Legal Aid Service. The Company has also recently received a
          claim letter on behalf of various Dutch entities, including the Dutch
          Association for the Animal Feed Industry, the Dutch Trade Union for
          Stock-Breeders, the Central Organization for the Meat Sector, and the
          Dutch Union of Traders in Cattle, claiming unspecified losses related
          to the alleged MPA contamination.


                                       31
<PAGE>

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

          The Federal Trade Commission has notified the Company that the
          Commission has closed its investigation into licensing agreements
          involving the Company and other pharmaceutical companies relating to
          Recombinant Factor VIII products and concluded that no further action
          is warranted at this time.

          In connection with the litigation brought by Duramed Pharmaceuticals,
          Inc. (which has since been acquired by Barr Laboratories, Inc.)
          involving allegations that the Company violated the antitrust laws
          through alleged exclusive and "disguised" exclusive contracts with
          managed care organizations and pharmacy benefit managers concerning
          PREMARIN, the Company and Barr have completed a transaction in which,
          inter alia, Barr acquired certain rights to four Company products and
          a sublicense to develop and market oral contraceptives using a
          compound in development. The sale of the product rights totaled $22.6
          million and included DIAMOX, ZIAC, ZEBETA and AYGESTIN. As part of the
          transaction, Barr and the Company have terminated the litigation
          originally brought by Duramed Pharmaceuticals, Inc. (Duramed
          Pharmaceuticals, Inc. v. Wyeth-Ayerst Laboratories, Inc., No.
          C-1-00-735, U.S.D.C., S.D. Oh.). On June 11, 2003, the Company and
          Barr filed with the court a joint notice of final settlement and
          dismissal.

          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., Docket Numbers 02-1545
          and 02-1549, U.S.C.A., Fed. Cir. The Company had been sued by Schering
          for infringing these patent claims as a result of filing applications
          with the FDA seeking to market generic and over-the-counter loratadine
          products.

          Boston Scientific Scimed v. Cordis (Docket No 03-283, U.S.D.C., Del.)
          involves a patent infringement lawsuit brought by Boston Scientific
          against Cordis, seeking to enforce a patent on stent coatings against
          the Cordis Cypher Sirolimus drug eluting stent. In an earlier filed
          action, Cordis had sued Boston Scientific seeking to enforce Cordis'
          stent architecture patent. In the respective actions, both Boston
          Scientific and Cordis sought a preliminary injunction against the
          other. Although the Company is not a party to this litigation, if
          Cordis were to be enjoined from selling the Cypher stent, the Company
          could lose licensing income. Cordis has advised the Company that it
          intends to vigorously defend this litigation.

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


                                       32
<PAGE>

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

          (a)  The matters described under item 4(c) below were submitted to a
               vote of security-holders, through the solicitation of proxies
               pursuant to Section 14 under the Securities Exchange Act of 1934,
               as amended, at the Annual Meeting of Stockholders held on April
               24, 2003 (the Annual Meeting).

          (b)  Not applicable.

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

               (i)  Election of directors:

                    Nominee                           For             Withheld
                    -------                           ---             --------
                    Clifford L. Alexander, Jr.        1,066,188,095   36,771,691
                    Frank A. Bennack, Jr.             1,015,302,311   87,657,475
                    Richard L. Carrion                1,004,172,369   98,787,417
                    Robert Essner                     1,066,667,027   36,292,759
                    John D. Feerick                   1,016,088,451   86,871,335
                    John P. Mascotte                  1,016,127,398   86,832,388
                    Mary Lake Polan,M.D.,Ph.D.,M.P.H. 1,066,682,517   36,277,269
                    Ivan G. Seidenberg                1,053,953,801   49,005,985
                    Walter V. Shipley                 1,054,516,653   48,443,133
                    John R. Torell III                1,016,384,282   86,575,504

               (ii) Ratification of the appointment of PricewaterhouseCoopers
                    LLP as principal independent public accountants for 2003:

                    For                      Against               Abstain
                    ---                      -------               -------
                    1,079,517,923            14,369,515            9,095,607

               (iii)Adoption of Stockholder Proposal regarding shareholder
                    approval of "Poison Pills":

                    For                      Against               Abstain
                    ---                      -------               -------
                    700,342,172              240,376,740           16,907,473

                    There were 145,356,660 broker non-votes with reference to
                    this item.


                                       33
<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    April 23, 2003 to furnish the Press Release reporting the
                    Company's earnings results for the 2003 first quarter.

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


                                       34
<PAGE>

                                    Signature
                                    ---------


          Pursuant to the requirements of the Securities Exchange Act of 1934,
          the Registrant has duly caused this report to be signed on its behalf
          by the undersigned thereunto duly authorized.


                                      Wyeth
                                      -----
                                  (Registrant)


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



Date: August 8, 2003


                                       35
<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