=====================================================================
                                 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 June 30, 1998    Commission file number 1-1225

                       AMERICAN HOME PRODUCTS CORPORATION
             (Exact name of registrant as specified in its charter)

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

     FIVE GIRALDA FARMS, MADISON, N.J.                        07940
 (Address of principal executive offices)                  (Zip Code)


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

       Indicate by check mark whether the registrant (1) has filed
       all reports required to be filed by Section 13 or 15 (d) of
       the Securities Exchange Act of 1934 during the preceding 12
       months (or for such shorter period that the registrant was
       required to file such reports), and (2) has been subject to
       such filing requirements for the past 90 days.

                                                YES  X   N


The number of shares of Common Stock outstanding as of the close of business 
on July 31, 1998:

                                                            NUMBER OF
                CLASS                                   SHARES OUTSTANDING
     Common Stock, $0.33-1/3 par value                    1,315,814,574


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<PAGE>
              AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES

                                     INDEX

                                                                       PAGE NO.


Part I - Financial Information                                            2

     Item 1.    Financial Statements:

        Consolidated Condensed Balance Sheets -
           June 30, 1998 and December 31, 1997                            3

        Consolidated Condensed Statements of Income -
           Three and Six Months Ended June 30, 1998 and 1997              4

        Consolidated Condensed Statements of Changes in Stockholders'
           Equity - Six Months Ended June 30, 1998 and 1997               5

        Consolidated Condensed Statements of Cash Flows -
           Six Months Ended June 30, 1998 and 1997                        6

        Notes to Consolidated Condensed Financial Statements             7-9

     Item 2.    Management's Discussion and Analysis of
                Financial Condition and Results of Operations           10-16

Part II - Other Information                                              17

     Item 1.    Legal Proceedings                                       17-20

     Item 4.    Submission of Matters to a Vote of Security-Holders      20

     Item 6.    Exhibits and Reports on Form 8-K                         21

Signature                                                                22

Exhibit Index                                                           EX-1


                                          -1-

<PAGE>

                       PART I - FINANCIAL INFORMATION


AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES

The consolidated condensed financial statements included herein have been
prepared by American Home Products Corporation (the "Company"), without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission.  Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules
and regulations; however, the Company believes that the disclosures are
adequate to make the information presented not misleading.  In the opinion of
management, the financial statements include all adjustments necessary to
present fairly the financial position of the Company as of June 30, 1998 and
December 31, 1997, the results of its operations for the three months and six
months ended June 30, 1998 and 1997, and its cash flows and changes in
stockholders' equity for the six months ended June 30, 1998 and 1997.  It is
suggested that these financial statements and management's discussion and
analysis of financial condition and results of operations be read in
conjunction with the financial statements and the notes thereto included in
the Company's 1997 Annual Report on Form 10-K and Quarterly Report on Form
10-Q for the quarter ended March 31, 1998.

                                        -2-

<PAGE>


<TABLE>

                  AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED CONDENSED BALANCE SHEETS
                        (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<CAPTION>
                                                               JUNE 30,           DECEMBER 31,
                                                                 1998                 1997
<S>                                                          <C>                  <C>
ASSETS
Cash and cash equivalents .................................   $1,433,838           $1,051,372
Marketable securities .....................................       92,406               48,363
Accounts receivable less allowances .......................    3,335,576            2,843,099

Inventories:
     Finished goods .......................................      801,384            1,042,065
     Work in progress .....................................      718,271              657,033
     Materials and supplies ...............................      633,647              713,308
                                                               2,153,302            2,412,406
Other current assets including deferred taxes .............      993,991            1,006,086
     TOTAL CURRENT ASSETS .................................    8,009,113            7,361,326
Property, plant and equipment .............................    6,246,445            6,722,049
     Less accumulated depreciation ........................    2,165,475            2,425,143
                                                               4,080,970            4,296,906
Goodwill and other intangibles, net of accumulated
     amortization .........................................    7,852,864            8,338,695
Other assets including deferred taxes .....................      819,243              828,184
     TOTAL ASSETS .........................................  $20,762,190          $20,825,111

LIABILITIES
Loans payable .............................................     $123,574              $89,041
Trade accounts payable ....................................      625,227              794,291
Accrued expenses ..........................................    3,018,162            3,019,805
Accrued federal and foreign taxes .........................      634,714              423,881
     TOTAL CURRENT LIABILITIES ............................    4,401,677            4,327,018
Long-term debt ............................................    3,844,526            5,031,861
Other noncurrent liabilities ..............................    2,171,800            2,248,282
Postretirement benefit obligations other than pensions.....      850,433              833,916
Minority interests ........................................      217,844              208,782
STOCKHOLDERS' EQUITY
$2 convertible preferred stock, par value $2.50 per share..           68                   72
Common stock, par value $0.33-1/3 per share ...............      438,279              435,298
Additional paid-in capital ................................    2,847,615            2,530,696
Retained earnings  ........................................    6,362,648            5,489,292
Accumulated other comprehensive loss ......................     (372,700)            (280,106)
     TOTAL STOCKHOLDERS' EQUITY ...........................    9,275,910            8,175,252
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...........  $20,762,190          $20,825,111

<FN>
<F1>

The accompanying notes are an integral part of these consolidated condensed balance sheets.
</FN>

</TABLE>
                                        -3-
<PAGE>

<TABLE>

              AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                    (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

<CAPTION>
                                                                      THREE MONTHS                         SIX MONTHS
                                                                      ENDED JUNE 30,                     ENDED JUNE 30,
                                                                    1998        1997                   1998           1997
<S>                                                          <C>            <C>                  <C>               <C>
NET SALES ..................................................  $3,341,960     $3,499,758           $7,008,355        $7,102,777

Cost of goods sold .........................................     920,241      1,059,002            1,924,671         2,090,940
Selling, general and administrative expenses ...............   1,236,958      1,321,293            2,592,276         2,666,552
Research and development expenses ..........................     408,447        379,763              795,405           751,808
Interest expense, net ......................................      50,153        104,462              122,264           201,509
Other income, net ..........................................      (1,522)        (4,382)             (62,680)          (49,831)
Gain on sale of business ...................................           -              -             (592,084)                -

Income before federal and foreign taxes ....................     727,683        639,620            2,228,503         1,441,799
Provision for taxes ........................................     204,172        180,528              722,782           406,030

NET INCOME .................................................    $523,511       $459,092           $1,505,721        $1,035,769

BASIC EARNINGS PER SHARE ...................................       $0.40          $0.36                $1.15             $0.80

DILUTED EARNINGS PER SHARE .................................       $0.39          $0.35                $1.13             $0.79

Dividends per share of common stock ........................      $0.215         $0.205                $0.43             $0.41

<FN>
<F1>

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

</FN>
</TABLE>
                                        -4-

<PAGE>

<TABLE>


                 AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
      CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                 (IN THOUSANDS)
<CAPTION>

SIX MONTHS ENDED JUNE 30, 1998:
                                                                                                 ACCUMULATED
                                      $2 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, 1998                   $72         $216,792   $2,530,696     $5,707,798     ($280,106)       $8,175,252
Two-for-one stock split                                   218,506                    (218,506)
Restated balance at January 1, 1998           72          435,298    2,530,696      5,489,292      (280,106)        8,175,252

Net income                                                                          1,505,721                       1,505,721
Currency translation adjustments                                                                    (90,377)          (90,377)
Unrealized loss on marketable
     securities                                                                                      (2,217)           (2,217)
     Comprehensive income                                                                                           1,413,127

Cash dividends declared                                                              (563,742)                       (563,742)
Treasury stock acquired                                      (376)      (5,262)       (60,229)                        (65,867)
Common stock issued                                         2,934      301,782                                        304,716
Conversion of preferred stock
     and other exchanges                      (4)             423       20,399         (8,394)                         12,424

Balance at June 30, 1998                     $68         $438,279   $2,847,615     $6,362,648     ($372,700)       $9,275,910

SIX MONTHS ENDED JUNE 30, 1997:
                                                                                                 ACCUMULATED
                                       $2 CONVERTIBLE                  ADDITIONAL                    OTHER           TOTAL
                                          PREFERRED        COMMON      PAID-IN      RETAINED    COMPREHENSIVE   STOCKHOLDERS'
                                            STOCK          STOCK       CAPITAL      EARNINGS         LOSS           EQUITY

Balance at January 1, 1997                   $79         $213,328   $2,034,337     $4,750,621      ($36,273)       $6,962,092
Two-for-one stock split                                   218,506                    (218,506)            
Restated balance at January 1, 1997           79          431,834    2,034,337      4,532,115       (36,273)        6,962,092

Net income                                                                          1,035,769                       1,035,769
Currency translation adjustments                                                                    151,872)         (151,872)
Unrealized loss on marketable
     securities                                                                                      (2,424)           (2,424)
     Comprehensive income                                                                                             881,473

Cash dividends declared                                                              (528,898)                       (528,898)
Treasury stock acquired                                       (34)        (682)        (6,344)                         (7,060)
Common stock issued                                         2,478      257,137                                        259,615
Conversion of preferred stock
     and other exchanges                      (3)              55       15,360                       15,412

Balance at June 30, 1997                     $76         $434,333   $2,306,152     $5,032,642     ($190,569)       $7,582,634

<FN>
<F1>

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

</FN>

</TABLE>

                                        -5-

<PAGE>

<TABLE>

              AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
<CAPTION>                                                              

                                                                               SIX MONTHS ENDED JUNE 30,
                                                                             1998                    1997
<S>                                                                    <C>                     <C>
OPERATING ACTIVITIES
Net income ........................................................     $1,505,721              $1,035,769
Adjustments to reconcile net income to net cash provided
from operating activities:
   Gain on sale of business .......................................       (592,084)                      -
   Gains on sales of other assets .................................        (76,554)               (100,940)
   Depreciation and amortization ..................................        344,780                 381,531
   Deferred income taxes ..........................................         32,463                (245,931)
   Changes in working capital, net ................................       (639,729)               (613,050)
   Other items, net ...............................................        (60,406)                (72,685)
Net cash provided from operating activities .......................        514,191                 384,694

INVESTING ACTIVITIES
Purchases of property, plant and equipment ........................       (373,445)               (343,314)
Purchases of businesses, net of cash acquired .....................              -                (479,694)
Proceeds from sale of business ....................................      1,770,000                       -
Proceeds from sales of other assets ...............................         94,175                 221,962
Net (purchases)/sales of marketable securities ....................        (45,484)                216,295
Net cash provided from/(used for) investing activities ............      1,445,246                (384,751)

FINANCING ACTIVITIES
Net repayments of debt.............................................     (1,150,448)                (77,582)
Dividends paid ....................................................       (563,742)               (528,898)
Exercise of stock options .........................................        304,716                 259,615
Purchases of treasury stock .......................................        (65,867)                 (7,060)
Termination of interest rate swap agreements ......................        (96,655)                      -
Net cash used for financing activities ............................     (1,571,996)               (353,925)
Effects of exchange rates on cash balances ........................         (4,975)                 (6,119)
Increase/(decrease) in cash and cash equivalents ..................        382,466                (360,101)
Cash and cash equivalents, beginning of period ....................      1,051,372               1,322,297
Cash and cash equivalents, end of period ..........................     $1,433,838                $962,196

<FN>
<F1>

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

<F2>

SUPPLEMENTAL INFORMATION

Interest payments excluding termination of interest rate swap agreements  $175,345                $222,524
Income tax and related interest payments, net of refunds                   472,058                 720,623

</FN>

</TABLE>

                                        -6-

<PAGE>

                  AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


Note 1.   MERGER WITH MONSANTO COMPANY

          On June 1, 1998, the Company and Monsanto announced that they have
          entered into a definitive agreement to combine the two companies in a
          merger of equals transaction.  The combined company will have global
          businesses in pharmaceuticals, agriculture, animal health, consumer
          health care and nutrition. Under the terms of the transaction,
          Monsanto stockholders will receive 1.15 shares in the combined company
          for each share of Monsanto stock that they own. AHP stockholders will
          retain their shares.  AHP and Monsanto stockholders would own
          approximately 65 percent and 35 percent, respectively, of the combined
          company's shares.  Both companies' Boards of Directors have approved
          the merger, however, it is subject to shareholder approval and
          satisfaction of other customary conditions, including regulatory
          approvals.  Among other things, the transaction is contingent upon
          qualifying as a tax-free reorganization and being accounted for under
          the pooling of interests method of accounting.  The transaction is
          expected to be completed by the end of 1998 or early 1999.  These
          consolidated condensed financial statements do not reflect any effects
          of the proposed merger.

Note 2.   COMMON STOCK

          At the Company's April 23, 1998 Annual Meeting of Stockholders, an
          increase in the number of authorized shares of common stock from
          1,200,000,000 to 2,400,000,000 was approved enabling the Company to
          complete a two-for-one common stock split effected in the form of a
          100% stock dividend which was declared by the Company's Board of
          Directors in March 1998.  The record date for stockholders entitled to
          receive the additional shares was the close of business on April 24,
          1998.  The par value of the common stock was maintained at the pre-
          split amount of $0.33-1/3 per share.  All references to retained
          earnings, common stock, average number of common shares outstanding
          and per share amounts in these consolidated condensed financial
          statements, notes to consolidated condensed financial statements and
          Management's Discussion and Analysis of Financial Condition and
          Results of Operations prior to the record date of the stock split have
          been restated to reflect the two-for-one stock split on a retroactive
          basis.

Note 3.   CONTINGENCIES

          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.

                                        -7-

<PAGE>
 
                  AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

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

Note 4.   SALE OF SHERWOOD-DAVIS & GECK MEDICAL DEVICES BUSINESS

          On February 27, 1998, the Company sold the Sherwood-Davis & Geck
          medical devices business to a subsidiary of Tyco International Ltd.
          for approximately $1.77 billion, resulting in a pre-tax gain of
          $592,084,000.  The proceeds were used primarily to reduce outstanding
          commercial paper.  Net income, basic earnings per share and diluted
          earnings per share for the six months ended June 30, 1998 included an
          after-tax gain on the sale of $330,782,000, $0.25 and $0.25,
          respectively.

Note 5.   ACCUMULATED OTHER COMPREHENSIVE LOSS

          Effective January 1, 1998, the Company adopted Statement of Financial
          Accounting Standards (SFAS) No. 130 - "Reporting Comprehensive
          Income".  SFAS No. 130 increases financial reporting disclosures and
          has no impact on the Company's financial position or results of
          operations.  Certain reclassifications have been made to the June 30,
          1997, December 31, 1997 and December 31, 1996 consolidated financial
          statements to conform with the financial reporting requirements of
          SFAS No. 130.

          Accumulated other comprehensive loss is comprised substantially of
          currency translation adjustments.

Note 6.   RECENTLY ISSUED ACCOUNTING STANDARDS

          In June 1998, SFAS No. 133 - "Accounting for Derivative Instruments
          and Hedging Activities" was issued and is effective for fiscal years
          beginning after June 15, 1999.  SFAS No. 133 requires all derivatives
          to be measured at fair value and recognized as assets or liabilities
          on the balance sheet.  Changes in the fair value of derivatives should
          be recognized in either Net Income or Other Comprehensive Income,
          depending on the designated purpose of the derivative.  The Company
          currently plans to adopt this standard effective January 1, 2000.
          This standard will have no material impact on the Company's results of
          operations or financial position.

                                          -8-

<PAGE>

                  AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


Note 7.   EARNINGS PER SHARE

          The following tables set 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)              1998          1997         1998          1997
<S>                                              <C>           <C>          <C>           <C>
Net income less preferred dividends                  $523,497      $459,077   $1,505,693    $1,035,739
Denominator:
  Average number of common shares outstanding       1,314,229     1,291,517    1,311,628     1,288,083
BASIC EARNINGS PER SHARE                                $0.40         $0.36        $1.15         $0.80
Denominator:
  Average number of common shares outstanding       1,314,229     1,291,517    1,311,628     1,288,083
  Common share equivalents of outstanding stock
    options and deferred contingent common stock
    awards                                             21,938        20,470       22,097        19,776
Total shares                                        1,336,167     1,311,987    1,333,725     1,307,859
DILUTED EARNINGS PER SHARE                              $0.39         $0.35        $1.13         $0.79

</TABLE>


Note 8.   SUBSEQUENT EVENT

          On July 30, 1998, the Company completed the acquisition of the vitamin
          and nutritional supplement products business of Solgar Vitamin and
          Herb Company, Inc. and its related affiliates for approximately $425
          million in cash.  This transaction will be accounted for under the
          purchase method of accounting.  Solgar is a manufacturer and marketer
          of over 400 vitamins, nutritional supplements and herbal products with
          annual sales in excess of $100 million.


                                        -9-

<PAGE>

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

                                   AND RESULTS OF OPERATIONS

                       THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1998


RESULTS OF OPERATIONS

Management's discussion and analysis of results of operations for the 1998
second quarter and first half has been presented on an as-reported basis except
for sales variation explanations which have been presented on an as-reported and
pro forma basis.  The pro forma sales results reflect businesses divested and
acquired in 1998 and 1997 assuming the transactions occurred as of January 1,
1997.  This activity includes the divestitures of the Sherwood-Davis & Geck
(effective February 27, 1998) and Storz Instrument Company (effective December
31, 1997) medical devices businesses, and the acquisition of the worldwide
animal health business of Solvay S.A. (effective February 28, 1997).  This
activity also includes the reclassification of certain ophthalmic pharmaceutical
sales from the medical devices business to pharmaceuticals (effective January 1,
1998).

On an as-reported basis, worldwide net sales for the 1998 second quarter and
first half decreased 5% and 1% compared with prior year levels.  On a pro forma
basis, worldwide net sales increased 5% for the 1998 second quarter and 4% for
the first half.  The increases in pro forma worldwide net sales were due
primarily to higher domestic sales of pharmaceuticals and worldwide sales of
agricultural products offset, in part, by unfavorable foreign exchange of 3% for
both the 1998 second quarter and first half.

The following tables set forth worldwide net sales results by major product
category and industry segment together with the percentage changes in "As-
Reported" and "Pro Forma" worldwide net sales from the comparable periods in the
prior year:

<TABLE>

<CAPTION>

                                            THREE MONTHS              AS-REPORTED        PRO FORMA
($ IN MILLIONS)                             ENDED JUNE 30,            % INCREASE        % INCREASE
NET SALES TO CUSTOMERS                    1998         1997            (DECREASE)        (DECREASE)
<S>                                  <C>             <C>               <C>            <C>
Health Care Products:
  Pharmaceuticals                      $2,069.8      $1,934.4               7%               7%
  Consumer Health Care                    456.2         445.8               2%               2%
  Medical Devices                             -         327.2            (100)%              -

Total Health Care Products              2,526.0       2,707.4              (7)%              6%

Agricultural Products                     816.0         792.4               3%               3%

Consolidated Net Sales                 $3,342.0      $3,499.8              (5)%              5%

</TABLE>

                                        -10-
<PAGE>

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

                                   AND RESULTS OF OPERATIONS

                       THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1998


<TABLE>

<CAPTION>

                                              SIX MONTHS               AS-REPORTED       PRO FORMA
($ IN MILLIONS)                              ENDED JUNE 30,            % INCREASE       % INCREASE
NET SALES TO CUSTOMERS                    1998         1997             (DECREASE)       (DECREASE)
<S>                                  <C>             <C>               <C>                <C>
Health Care Products:
  Pharmaceuticals                     $4,333.0        $4,032.9             7%                 5%
  Consumer Health Care                   956.8           941.3             2%                 2%
  Medical Devices                        192.0           650.5           (70)%                -

Total Health Care Products             5,481.8         5,624.7            (3)%                5%

Agricultural Products                  1,526.6         1,478.1             3%                 3%

Consolidated Net Sales                $7,008.4        $7,102.8            (1)%                4%

</TABLE>


The following sales variation explanations are presented on an as-reported and
pro forma basis:

     On an as-reported basis, worldwide pharmaceutical sales increased 7% for
     both the 1998 second quarter and first half.  On a pro forma basis,
     worldwide pharmaceutical sales increased 7% for the 1998 second quarter and
     5% for the first half due primarily to higher sales of PREMARIN products
     (first half only), oral contraceptives, EFFEXOR, SYNVISC (introduced in the
     1997 fourth quarter), BENEFIX (introduced in the 1997 first quarter) and
     NEUMEGA (introduced in the 1997 fourth quarter) offset, in part, by the
     voluntary market withdrawal of the Company's antiobesity products in the
     1997 third quarter and lower sales of ORUVAIL and LODINE.  Worldwide
     pharmaceutical sales for the 1998 second quarter also reflect higher sales
     of ZIAC, VERELAN and NAPRELAN offset, in part, by lower sales of CORDARONE
     due to generic competition.  Worldwide pharmaceutical sales were impacted
     by unfavorable foreign exchange of 3% for both the 1998 second quarter and
     first half.  On an as-reported basis, U.S. pharmaceutical sales increased
     17% for the 1998 second quarter and 14% for the first half. On a pro forma
     basis, U.S. pharmaceutical sales increased 16% for the 1998 second quarter
     and 13% for the first half.  The increase in pro forma U.S. pharmaceutical
     sales for the 1998 second quarter consisted of unit volume growth of 14%
     and price increases of 2%.  The increase in pro forma U.S. pharmaceutical
     sales for the 1998 first half consisted of unit volume growth of 11% and
     price increases of 2%.  On an as-reported basis, international
     pharmaceutical sales decreased 4% for the 1998 second quarter and 2% for
     the first half.  On a pro forma basis, international pharmaceutical sales
     decreased 4% for the 1998 second quarter and 5% for the first half.  The
     decrease in pro forma international pharmaceutical sales for the 1998
     second quarter consisted of unit volume growth of 3% which was more than
     offset by price decreases of 1% and unfavorable foreign exchange of 6%. The
     decrease in pro forma international pharmaceutical sales for the 1998 first

                                        -11-

<PAGE>


                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

                                   AND RESULTS OF OPERATIONS

                       THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1998


     half consisted of unit volume growth of 3% which was more than offset by
     unfavorable foreign exchange of 8%.

     On an as-reported and pro forma basis, worldwide consumer health care sales
     increased 2% for both the 1998 second quarter and first half due primarily
     to higher sales of CENTRUM products and CALTRATE offset, in part, by lower
     sales of cough/cold products and AXID AR.  Worldwide consumer health care
     sales were impacted by unfavorable foreign exchange of 2% for both the 1998
     second quarter and first half. On an as-reported and pro forma basis, U.S.
     consumer health care sales increased 4% for the 1998 second quarter and 2%
     for the first half.  The increase in U.S. consumer health care sales for
     the 1998 second quarter consisted of unit volume growth of 3% and price
     increases of 1%. The increase in U.S. consumer health care sales for the
     1998 first half consisted of unit volume growth of 1% and price increases
     of 1%.  On an as-reported and pro forma basis, international consumer
     health care sales decreased 1% for the 1998 second quarter and were
     comparable with prior year results for the first half.  The decrease in
     international consumer health care sales for the 1998 second quarter
     consisted of unit volume growth of 4% and price increases of 1% which were
     more than offset by unfavorable foreign exchange of 6%.  International
     consumer health care sales for the 1998 first half consisted of unit volume
     growth of 5% and price increases of 2% which were offset by unfavorable
     foreign exchange of 7%.

     On February 27, 1998, the Company sold the Sherwood-Davis & Geck medical
     devices business resulting in a pre-tax gain of $592.1 million ($330.8
     million after-tax).  This transaction completed the Company's exit from the
     medical devices business.  On an as reported basis, worldwide medical
     devices sales decreased 100% for the 1998 second quarter and 70% for the
     first half due primarily to the Sherwood-Davis & Geck divestiture as well
     as the sale of Storz Instrument Company effective December 31, 1997.

     On an as-reported and pro forma basis, worldwide agricultural products
     sales increased 3% for both the 1998 second quarter and first half.
     Worldwide agricultural products sales for both the 1998 second quarter and
     first half reflect higher sales of RAPTOR (a soybean herbicide introduced
     in the 1997 second quarter which is replacing PURSUIT and SCEPTER
     herbicides in certain geographies), ODYSSEY (a canola herbicide introduced
     in the 1997 second quarter) and COUNTER insecticide.  Worldwide
     agricultural products sales were impacted by unfavorable foreign exchange
     of 2% for both the 1998 second quarter and first half.  On an as-reported
     and pro forma basis, U.S. agricultural products sales increased 1% for the
     1998 second quarter and 3% for the first half.  The increase in U.S.
     agricultural products sales for the 1998 second quarter consisted of price
     increases of 9% which were offset, in part, by unit volume declines of 8%.
     The increase in U.S. agricultural products sales for the 1998 first half


                                        -12-

<PAGE>

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

                                   AND RESULTS OF OPERATIONS

                       THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1998



     consisted of price increases of 5% which were offset, in part, by unit
     volume declines of 2%.  Due to the seasonality of the U.S. agricultural
     products business, which is concentrated primarily in the first six months
     of the year, U.S. agricultural products sales and results of operations for
     the 1998 second quarter and first half are not indicative of the results to
     be expected in subsequent fiscal quarters or for the full year.  On an as-
     reported and pro forma basis, international agricultural products sales
     increased 6% for the 1998 second quarter and 4% for the first half.  The
     increase in international agricultural products sales for the 1998 second
     quarter consisted of unit volume growth of 9% and price increases of 1%
     which were offset, in part, by unfavorable foreign exchange of 4%. The
     increase in international agricultural products sales for the 1998 first
     half consisted of unit volume growth of 9% which was offset, in part, by
     unfavorable foreign exchange of 5%.

Cost of goods sold, as a percentage of net sales, decreased to 27.5% for both
the 1998 second quarter and first half compared to 30.3% for the 1997 second
quarter and 29.4% for the 1997 first half due primarily to an overall product
mix improvement as increased sales of higher margin pharmaceuticals and
agricultural products replaced the loss of lower margin medical devices sales
resulting from the divestitures of the Sherwood-Davis & Geck and Storz
Instrument Company medical devices businesses.

Selling, general and administrative expenses, as a percentage of net sales,
decreased to 37.0% for both the 1998 second quarter and first half versus 37.8%
for the 1997 second quarter and 37.5% for the 1997 first half.  Lower selling,
general and administrative expenses resulting from the divestitures of the
Sherwood-Davis & Geck and Storz Instrument Company medical devices businesses
and lower marketing expenses for certain consumer healthcare products and
pharmaceutical samples were offset, in part, by higher marketing expenses
related to certain pharmaceutical promotional efforts.

Research and development expenses increased 7.6% for the 1998 second quarter and
5.8% for the 1998 first half due primarily to higher pharmaceutical research and
development expenditures, particularly in the biopharmaceutical area, offset, in
part, by lower research and development expenses resulting from the divestitures
of the Sherwood-Davis & Geck and Storz Instrument Company medical devices
businesses.

Interest expense, net decreased in the 1998 second quarter and first half due
primarily to the reduction in long-term debt during the 1998 first quarter as
the proceeds from the sale of the Sherwood-Davis & Geck medical devices business
were used primarily to reduce outstanding commercial paper.  Average long-term
debt outstanding during the 1998 and 1997 second quarter was $3,753.3 million
and $6,024.3 million, respectively. Average long-term debt outstanding during
the 1998 and 1997 first half was $4,438.2 million and $5,986.5 million,
respectively.

                                        -13-

<PAGE>

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

                                   AND RESULTS OF OPERATIONS

                       THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1998


Other income, net for both the 1998 and 1997 second quarter and first half 
includes gains on the sales of non-strategic assets, including certain generic 
and non-core product rights offset, in part, by foreign exchange losses. Other 
income, net for both the 1997 second quarter and first half also includes the 
amount paid in settlement of a lawsuit brought by Johnson & Johnson and its 
wholly-owned subsidiary, Ortho Pharmaceutical Corporation.  The settlement 
was offset by a previously established reserve for this litigation and a gain 
on the sale of the Company's investment in the common stock of certain publicly 
traded insurance companies.

The following tables set forth income before taxes by industry segment:
<TABLE>

<CAPTION>
                                                THREE MONTHS                   SIX MONTHS
($ IN MILLIONS)                                 ENDED JUNE 30,                ENDED JUNE 30,
INCOME BEFORE TAXES                           1998        1997            1998          1997
<S>                                       <C>          <C>             <C>            <C>
Health Care Products                         $523.4      $510.3         $1,368.7       $1,280.8
Agricultural Products                         284.5       259.8            474.8          431.2
Corporate                                     (80.2)     (130.5)           385.0 (1)     (270.2)

Consolidated Income before Taxes             $727.7      $639.6         $2,228.5       $1,441.8

<FN>
<F1>

(1)  Includes a gain on the sale of Sherwood-Davis & Geck medical devices business in the 1998 first 
     quarter of $592.1 million.

</FN>

</TABLE>

The effective tax rate remained relatively consistent for the 1998 second
quarter at 28.1% versus 28.2% for the 1997 second quarter.  The effective tax
rate increased to 32.4% for the 1998 first half versus 28.2% for the 1997 first
half due primarily to the tax impact of the gain on the sale of the Sherwood-
Davis & Geck medical devices business in the first quarter of 1998. The impact
on the effective tax rate from the gain on the sale of the Sherwood-Davis & Geck
medical devices business was due primarily to goodwill basis differences for tax
and financial reporting purposes.

Net income, basic earnings per share and diluted earnings per share increased
14%, 11% and 11%, respectively, in the 1998 second quarter compared to the 1997
second quarter.  Excluding the after-tax gain on the sale of the Sherwood-Davis
& Geck medical devices business in the 1998 first quarter of $330.8 million
($0.25 per share-basic and diluted) net income, basic earnings per share and
diluted earnings per share increased 13%, 13% and 11%, respectively, in the 1998
first half compared to the 1997 first half. The increases in net income, basic
earnings per share and diluted earnings per share for both the 1998 second
quarter and first half, excluding the gain on the sale, were greater than the
as-reported net sales results due primarily to increased sales of higher margin
pharmaceutical and agricultural products (replacing the loss of lower margin
medical devices sales) and lower selling, general and administrative expenses
and interest expense, offset, in part, by higher research and development
expenses.  Including the gain on sale, net income, basic earnings per share and
diluted earnings per share for the 1998 first half increased 45%, 44% and 43% to
$1,505.7 million, $1.15 and $1.13, respectively.


                                        -14-

<PAGE>

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

                                   AND RESULTS OF OPERATIONS

                       THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1998



During the 1998 first quarter, the Company initiated a review of its worldwide
manufacturing and distribution systems for all of its product lines.  The
results of this study will be announced later this year at which time it is
expected that a restructuring charge, which will offset a portion of the gain on
the sale of the Sherwood-Davis & Geck medical devices business, will be
required.


COMPETITION

The Company operates in the highly competitive healthcare and agrochemical
industries.  The Company is not dependent on any one patent-protected product or
line of products for a substantial portion of its sales or results of
operations.  However, PREMARIN, one of the Company's conjugated estrogens
products, manufactured from pregnant mare's urine, is the leader in its category
and does contribute significantly to sales and results of operations.
PREMARIN'S principal uses are to treat the symptoms of menopause and
osteoporosis, a condition involving a loss of bone mass in postmenopausal women.
Estrogen containing products manufactured by other companies have been marketed
for many years for the treatment of menopausal symptoms, and some of these
products have also obtained marketing approval for the treatment of
osteoporosis.  During the past several years, other manufacturers have
introduced products for the treatment and/or prevention of osteoporosis.  Some
companies have attempted to obtain approval for generic versions of PREMARIN.
These products, if approved, would be routinely substitutable for PREMARIN under
many state laws and third party insurance payer plans.  In May 1997, the U.S.
Food and Drug Administration (FDA) announced it would not approve certain
synthetic estrogen products as generic equivalents of PREMARIN given known
compositional differences between the active ingredient of these products and
PREMARIN.  No generic equivalents to PREMARIN have been approved by the FDA to
date. PREMARIN will continue to be subject to competition from competing
estrogen and other products for its approved indications, and may be subject to
some form of generic competition from either natural or synthetic generic
conjugated estrogens products in the future.


LIQUIDITY, FINANCIAL CONDITION AND CAPITAL RESOURCES

Cash and cash equivalents increased $382.5 million in the 1998 first half to
$1,433.8 million. Proceeds from sale of business and sales of other assets of
$1,864.2 million, cash flows from operating activities of $514.2 million and
proceeds from the exercise of stock options of $304.7 million were used
principally for long-term debt reduction of $1,150.4 million, dividend payments
of $563.7 million and capital expenditures of $373.4 million. Due to the
seasonality of the U.S. agricultural products business, a significant portion of
the annual U.S. agricultural products sales are recorded in the first six months
of the year; however, a significant amount of the related accounts receivable
are not collected until the third quarter.  Capital expenditures included
strategic investments in manufacturing and distribution facilities worldwide and
expansion of the Company's research and development facilities.

                                        -15-

<PAGE>

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

                                   AND RESULTS OF OPERATIONS

                       THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1998


At June 30, 1998, the fair value of the Company's long-term debt, including the
current portion, was $4,126.7 million.  If interest rates were to increase or
decrease by one percentage point, the fair value of the long-term debt would
decrease or increase by approximately $122.2 million.

Proceeds from the sale of the Sherwood-Davis & Geck medical devices business
were used primarily to reduce outstanding commercial paper and terminate the
Company's $2.3 billion of interest rate swap agreements. The cost to unwind the
interest rate swap agreements was charged against the gain on sale.

At June 30, 1998, the fair value of the $663.0 million notional amount of
foreign exchange forward contracts was a net receivable of $4.4 million.  As
foreign exchange rates change from period to period, the fluctuations in the
fair value of the foreign exchange forward contracts are offset by fluctuations
in the fair value of the underlying hedged transactions.  If the value of the
U.S. dollar were to increase or decrease by 10% in relation to all hedged
foreign currencies, the net receivable would increase or decrease by
approximately $24.7 million.

Effective April 1, 1998, the Company reduced its $5 billion of revolving credit
facilities to $2 billion by terminating the $2.5 billion, 364-day credit
facility in its entirety and reducing the  $2.5 billion, five-year credit
facility to $2.0 billion.  The remaining $2.0 billion, five-year credit facility
supports the Company's commercial paper program and has a maturity date of July
31, 2002.  At June 30, 1998, there were no borrowings outstanding under the
remaining credit facility.

Effective May 31, 1998, the Company, in conjunction with its entry into the
merger agreement with Monsanto, rescinded its common stock repurchase program,
which had been in effect since July 1994.


CAUTIONARY STATEMENTS FOR FORWARD LOOKING INFORMATION

Management's discussion and analysis set forth above contains certain forward
looking statements, including, among other things, statements regarding the
Company's financial position, results of operations and potential competition.
These forward looking statements are based on current expectations.  Certain
factors which could cause the Company's actual results to differ materially from
expected and historical results have been identified by the Company in its other
periodic reports filed with the Securities and Exchange Commission including the
Company's 1997 Annual Report on Form 10-K and Exhibit 99 to such report, which
exhibit is hereby incorporated by reference.

                                        -16-

<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, 1997 and Quarterly Report on Form 10-Q for the
          quarter ended March 31, 1998.

          As of July 15, 1998, the Company has been served with more than 3,700
          lawsuits in federal and state courts on behalf of approximately 49,000
          plaintiffs alleging injuries as a result of use of the NORPLANT
          SYSTEM, the Company's implantable contraceptive containing
          levonorgestrel.  Although approximately 70 of the cases have been
          filed as class actions, class certification has been denied in the
          federal actions as well as in every state in which the question has
          been considered.  On December 6, 1994, the Judicial Panel on Multi-
          District Litigation ("MDL") ordered that all NORPLANT SYSTEM lawsuits
          filed in federal courts be consolidated for pretrial proceedings in
          the U.S. District Court (E.D. Tex.) in Beaumont.  The MDL proceedings
          now account for over 37,000 of the NORPLANT SYSTEM plaintiffs.
          Following the denial of class certification, the MDL court scheduled
          three "bellwether" trials, each involving the claims of five Texas
          plaintiffs.  Rather than proceeding with the first of these trials as
          scheduled on February 24, 1997, the court entered summary judgment in
          favor of the Company on all of plaintiffs' claims.  That decision is
          now on appeal to the U.S. Court of Appeals for the Fifth Circuit.  No
          NORPLANT SYSTEM case involving the Company has yet been tried to a
          verdict.  All of the cases involving the Company that have approached
          trial have either been dismissed by the courts or withdrawn by the
          plaintiffs, except for one trial in Hidalgo County, Texas which
          resulted in a mistrial in January 1998 due to conflicts among
          plaintiffs' attorneys.  Several single-plaintiff and multi-plaintiff
          trials are scheduled for the second half of 1998.  The Company will
          continue to contest the NORPLANT SYSTEM litigation vigorously.

          On September 15, 1997, the Company's Wyeth-Ayerst Laboratories
          Division, the manufacturer of PONDIMIN (fenfluramine hydrochloride)
          tablets C-IV and the distributor of REDUX (dexfenfluramine
          hydrochloride capsules) C-IV, announced a voluntary and immediate
          withdrawal of these antiobesity medications.  The Company took this
          action on the basis of new, preliminary information provided to the
          Company on September 12, 1997 by the FDA regarding heart valve
          abnormalities in patients using these medications.  The Company
          estimates that approximately six million people used these medications
          in the U.S.

                                          -17-

<PAGE>

          As of July 15, 1998, the Company has been served or is aware that it
          has been named as a defendant in 1,157 lawsuits as the manufacturer of
          PONDIMIN and/or the distributor of REDUX.  These lawsuits have been
          filed on behalf of individuals who claim to have been injured as a
          result of their use of PONDIMIN and/or REDUX, either individually or
          in combination with the prescription drug phentermine (which the
          Company does not manufacture, distribute or market).  The lawsuits
          also often name as defendants other distributors and/or retailers of
          PONDIMIN and/or REDUX, the manufacturers, distributors and/or
          retailers of phentermine and physicians or other health care
          providers. The Company anticipates that it will be named as a
          defendant in additional PONDIMIN and/or REDUX lawsuits in the future.

          Of the 1,157 lawsuits naming the Company as a defendant, 172 are
          actions that seek certification of a class, some on a national and
          others on a statewide basis. Of these 172 lawsuits, 136 are pending in
          various federal district courts and 36 are pending in various state
          courts.  A number of the actions brought in state courts have been
          removed to federal courts.  Individual plaintiffs have filed the
          remaining lawsuits:  447 individual lawsuits are pending in various
          federal district courts and 538 individual lawsuits are pending in
          various state courts.  On December 10, 1997, the federal Judicial
          Panel on Multidistrict Litigation transferred all pending federal
          lawsuits alleging injuries from the use of REDUX and/or PONDIMIN to
          the U.S. District Court for the Eastern District of Pennsylvania (MDL
          1203), where they will be coordinated for all pretrial purposes before
          U.S. District Judge Louis C. Bechtle.  The state cases are pending in
          36 different states, with the bulk of the cases in California, New
          Jersey, New York, Oklahoma, Pennsylvania, Tennessee and Texas.

          Plaintiffs' allegations of liability are based on various theories of
          recovery, including, but not limited to, product liability, strict
          liability, negligence, various breaches of warranty, conspiracy,
          fraud, misrepresentation and deceit.  These lawsuits typically allege
          that the short or long-term use of PONDIMIN and/or REDUX, 
          independently or in combination (including the combination of PONDIMIN
          and phentermine popularly known as "fen/phen"), causes, among other 
          things, primary pulmonary hypertension, valvular heart disease and/or 
          neurological dysfunctions.  In addition, some lawsuits allege severe 
          emotional distress caused by the knowledge that ingestion of these 
          drugs, independently or in combination, could cause such injuries.  
          Plaintiffs typically seek relief in the form of monetary damages 
          (including general damages, medical care and monitoring expenses, 
          loss of earnings and earnings capacity, compensatory damages and 
          punitive damages), generally in unspecified amounts, on behalf of the 
          individual or the class.  In addition, some actions seeking class
          certification ask for certain types of purportedly equitable relief,
          including, but not limited to, declaratory judgments and the 
          establishment of a research or medical surveillance program.


                                  -18-

<PAGE>
    
          The Company believes that it has meritorious defenses to these actions
          and that it has acted properly at all times in dealing with PONDIMIN
          and REDUX matters. The Company intends to defend the PONDIMIN and
          REDUX related litigation vigorously.

          Five shareholder lawsuits naming the Company as a defendant and
          arising out of the Company's planned merger with Monsanto have been
          filed in the Delaware Chancery Court, New Castle County.  The five
          class action complaints, which have been consolidated into one action
          (In re Monsanto Company Shareholders Litigation, C.A. No.16416NC),
          name as defendants Monsanto, the members of Monsanto's board and the
          Company.  The complaints generally allege that the Monsanto defendants
          breached their fiduciary duties to their shareholders by entering into
          the merger agreement without first engaging in an auction process or
          an active market check and that the Company knowingly aided and
          abetted Monsanto and the Monsanto directors.  Plaintiffs seek
          preliminary and permanent injunctive relief preventing the defendants
          from consummating the merger, rescission of the merger if it is
          consummated and compensatory damages and attorneys fees.  The Company
          intends to defend this litigation vigorously.

          Two putative personal injury class actions have been filed in
          connection with the Company's voluntary withdrawal from the market of
          DURACT, a non-narcotic analgesic pain reliever.  McGloin v. Wyeth-
          Ayerst Laboratories, filed in the United States District Court for the
          Northern District of California (No. C-98-2596-CW), seeks the
          certification of a nationwide class of persons who used DURACT and who
          have suffered or may suffer liver damage or related conditions as a
          result of using the product.  Chimento, et al. v. Wyeth-Ayerst
          Laboratories, filed in the 34th Judicial District Court of Louisiana
          for the Parish of St. Bernard, seeks the certification of a class of
          Louisiana residents who were exposed to and who suffered injury from
          DURACT.  Plaintiffs in both cases seek compensatory and punitive
          damages, the refund of all purchase costs, and the creation of a
          court-supervised medical monitoring program for the diagnosis and
          treatment of liver damage and related conditions allegedly caused by
          DURACT.  The Company intends to defend this litigation vigorously.

          In the brand name prescription drug antitrust litigation, the Company
          has settled a group of federal district cases brought by retail
          pharmacists.  The Company has also settled the cases brought by
          American Drug Stores and Eckerd's Drug Stores. The settlement
          agreements provide that they shall not be deemed or construed to be an
          admission of or evidence of any violation of any statute or law or of
          any liability or wrongdoing by the Company or of the truth of any of
          the claims or allegations in the complaint in these cases.  The
          settlements are not material to the Company.


                                        -19-

<PAGE>

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

Item 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 
               23, 1998 (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 (on a pre stock split
               basis) 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:

<TABLE>

<CAPTION>

                NOMINEE                         FOR               WITHHELD
               <S>                             <C>               <C>                
                Clifford L. Alexander, Jr.      566,815,459       2,849,762
                Frank A. Bennack, Jr.           566,954,896       2,710,325
                Robert G. Blount                566,957,912       2,707,309
                Robin Chandler Duke             566,445,024       3,220,197
                Robert Essner                   566,953,187       2,712,034
                John D. Feerick                 566,794,067       2,871,154
                John P. Mascotte                566,896,954       2,768,267
                Mary Lake Polan, M.D.,Ph.D.     566,981,956       2,683,265
                Ivan G. Seidenberg              566,711,236       2,953,985
                John R. Stafford                566,856,058       2,809,163
                John R. Torell III              567,028,522       2,636,699
                William Wrigley                 567,005,596       2,659,625
</TABLE>
               (ii)  Ratification of the appointment of Arthur Andersen LLP as
                     principal independent public accountants for 1998:
<TABLE>

<CAPTION>

                     FOR                 AGAINST             ABSTAIN
                    <S>                 <C>                 <C>
                     567,542,719         723,352             1,399,150
</TABLE>
               (iii) Approval of the proposed amendment to the Corporation's
                     Restated Certificate of Incorporation:

<TABLE>

<CAPTION>

                    FOR                 AGAINST             ABSTAIN
                   <S>                 <C>                 <C>
                    563,622,312         3,504,117           2,538,792

</TABLE>

         (d) Not applicable.


                                        -20-

<PAGE>


Item 6.   EXHIBITS AND REPORTS ON FORM 8-K


          (a)  Exhibits


               Exhibit No.   Description


               (10.1)      Form of Severance Agreement entered into between
                           the Company and the executive officers specified
                           therein pursuant to Board of Director approval on
                           January 29, 1998.

               (27.1)      Financial Data Schedule - Period Ended June 30, 1998.

               (27.2)      Restated Financial Data Schedule - Period Ended
                           June 30, 1997.

               (27.3)      Restated Financial Data Schedule - Period Ended
                           December 31, 1997.

               (27.4)      Restated Financial Data Schedule - Period Ended
                           December 31, 1996.

          (b)  Reports on Form 8-K

               A Current Report on Form 8-K regarding the Company's announcement
               that it had entered into a definitive agreement to combine with
               Monsanto Company in a merger of equals transaction was filed on
               June 1, 1998.


                                        -21-

<PAGE>

                                   SIGNATURE


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

                       AMERICAN HOME PRODUCTS CORPORATION
                                  (Registrant)


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



Date: August 13, 1998


                                        -22-

<PAGE>


                                EXHIBIT INDEX


Exhibit No.    Description

 (10.1)       Form of Severance Agreement entered into between the Company and
               the executive officers specified therein pursuant to Board of
               Director approval on January 29, 1998.

 (27.1)       Financial Data Schedule - Period Ended June 30, 1998.

 (27.2)       Restated Financial Data Schedule - Period Ended June 30, 1997.

 (27.3)       Restated Financial Data Schedule - Period Ended December 31, 1997.

 (27.4)       Restated Financial Data Schedule - Period Ended December 31, 1996.






                                        EX-1