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

                                    FORM 10-Q

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

For the quarterly period ended                     Commission file number 1-1225
March 31, 2004

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

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

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


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

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

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



The number of shares of Common Stock outstanding as of the close of business on
April 30, 2004:

                                                          Number of
                   Class                              Shares Outstanding
                   -----                              ------------------
     Common Stock, $0.33-1/3 par value                   1,333,489,921

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

                                      WYETH

                                      INDEX

                                                                        Page No.
                                                                        --------

Part I   -  Financial Information (Unaudited)                                2

         Item 1. Consolidated Condensed Financial Statements:

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

                 Consolidated Condensed Statements of Operations -
                   Three Months Ended March 31, 2004 and 2003                4

                 Consolidated Condensed Statements of Changes in
                   Stockholders' Equity - Three Months Ended
                   March 31, 2004 and 2003                                   5

                 Consolidated Condensed Statements of Cash Flows -
                   Three Months Ended March 31, 2004 and 2003                6

                 Notes to Consolidated Condensed Financial Statements      7-21

         Item 2. Management's Discussion and Analysis of
                   Financial Condition and Results of Operations          22-41

         Item 3. Quantitative and Qualitative Disclosures about             42
                   Market Risk

         Item 4. Controls and Procedures                                    42

Part II  -  Other Information                                               43

         Item 1. Legal Proceedings                                        43-47

         Item 6. Exhibits and Reports on Form 8-K                           48

         Signature                                                          49

Exhibit Index                                                              EX-1


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


                                       1
<PAGE>

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

WYETH

The consolidated condensed financial statements included herein have been
prepared by Wyeth (the Company), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC). Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States
have been condensed or omitted pursuant to such rules and regulations; however,
the Company believes that the disclosures are adequate to make the information
presented not misleading. In the opinion of management, the consolidated
condensed financial statements reflect all adjustments, including those that are
normal and recurring, considered necessary to present fairly the financial
position of the Company as of March 31, 2004 and December 31, 2003, the results
of its operations, changes in stockholders' equity and cash flows for the three
months ended March 31, 2004 and 2003. It is suggested that these consolidated
condensed financial statements and management's discussion and analysis of
financial condition and results of operations be read in conjunction with the
financial statements and the notes thereto included in the Company's 2003 Annual
Report on Form 10-K and information contained in Current Reports on Form 8-K
filed since the filing of the 2003 Form 10-K.

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


                                       2
<PAGE>
<TABLE>
                                              WYETH
                              CONSOLIDATED CONDENSED BALANCE SHEETS
                             (In Thousands Except Per Share Amounts)
                                           (Unaudited)
<CAPTION>
                                                                      March 31,     December 31,
                                                                        2004            2003
                                                                     -----------    ------------
<S>                                                                  <C>            <C>
ASSETS
Cash and cash equivalents                                             $4,691,340      $6,069,794
Marketable securities                                                  1,131,231       1,110,297
Accounts receivable less allowances                                    2,379,324       2,529,613
Inventories:
     Finished goods                                                      816,300         821,637
     Work in progress                                                  1,185,508       1,141,916
     Materials and supplies                                              389,517         448,631
                                                                     -----------    ------------
                                                                       2,391,325       2,412,184
Other current assets including deferred taxes                          2,764,884       2,840,354
                                                                     -----------    ------------
     Total Current Assets                                             13,358,104      14,962,242

Property, plant and equipment                                         11,864,115      11,686,252
     Less accumulated depreciation                                     3,150,983       3,025,201
                                                                     -----------    ------------
                                                                       8,713,132       8,661,051
Goodwill                                                               3,810,230       3,817,993
Other intangibles, net of accumulated amortization
  (March 31, 2004-$135,793 and December 31, 2003-$128,137)               126,030         133,134
Other assets including deferred taxes                                  3,662,077       3,457,502
                                                                     -----------    ------------
     Total Assets                                                    $29,669,573     $31,031,922
                                                                     ===========    ============

LIABILITIES
Loans payable                                                           $335,640      $1,512,845
Trade accounts payable                                                   896,653       1,010,749
Accrued expenses                                                       5,241,107       5,461,835
Accrued federal and foreign taxes                                        366,815         444,081
                                                                     -----------    ------------
     Total Current Liabilities                                         6,840,215       8,429,510

Long-term debt                                                         7,935,389       8,076,429
Accrued postretirement benefit obligations other than pensions         1,025,887       1,007,540
Other noncurrent liabilities                                           4,156,814       4,224,062

Contingencies and commitments (Note 7)

STOCKHOLDERS' EQUITY
$2.00 convertible preferred stock, par value $2.50 per share                  42              42
Common stock, par value $0.33-1/3 per share                              444,393         444,151
Additional paid-in capital                                             4,785,299       4,764,390
Retained earnings                                                      4,555,219       4,112,285
Accumulated other comprehensive loss                                     (73,685)        (26,487)
                                                                     -----------    ------------
     Total Stockholders' Equity                                        9,711,268       9,294,381
                                                                     -----------    ------------
     Total Liabilities and Stockholders' Equity                      $29,669,573     $31,031,922
                                                                     ===========    ============

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

</TABLE>


                                       3
<PAGE>

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

                                                         Three Months
                                                        Ended March 31,
                                                  ---------------------------
                                                     2004             2003
                                                  ----------       ----------
Net revenue                                       $4,014,789       $3,689,057
                                                  ----------       ----------
Cost of goods sold                                 1,097,916          928,304
Selling, general and administrative expenses       1,354,210        1,291,470
Research and development expenses                    705,302          513,514
Interest expense, net                                 26,932           27,000
Other (income) expense, net                         (113,462)           6,735
Gain on sale of Amgen common stock                       -           (860,554)
                                                  ----------       ----------

Income before federal and foreign taxes              943,891        1,782,588
Provision for federal and foreign taxes              194,188          504,706
                                                  ----------       ----------


Net income                                          $749,703       $1,277,882
                                                  ==========       ==========


Basic earnings per share                               $0.56            $0.96
                                                  ==========       ==========

Diluted earnings per share                             $0.56            $0.96
                                                  ==========       ==========

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


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


                                       4
<PAGE>
<TABLE>
                                                                WYETH
                                CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                               (In Thousands Except Per Share Amounts)
                                                             (Unaudited)
<CAPTION>
Three Months Ended March 31, 2004:
                                                 $2.00                                                Accumulated
                                              Convertible                Additional                      Other            Total
                                               Preferred      Common      Paid-in       Retained     Comprehensive    Stockholders'
                                                 Stock        Stock       Capital       Earnings         Loss             Equity
                                              -----------    --------    ----------    ----------    -------------    -------------
<S>                                           <C>            <C>         <C>           <C>           <C>              <C>
Balance at January 1, 2004                            $42    $444,151    $4,764,390    $4,112,285         $(26,487)      $9,294,381

Net income                                                                                749,703                           749,703
Currency translation adjustments                                                                           (58,817)         (58,817)
Unrealized gains on derivative contracts, net                                                                9,170            9,170
Unrealized gains on marketable securities, net                                                               2,449            2,449
                                                                                                                      -------------
     Comprehensive income, net of tax                                                                                       702,505
                                                                                                                      -------------

Cash dividends declared (1)                                                              (306,604)                         (306,604)
Common stock issued for stock options                             167        13,181                                          13,348
Other exchanges                                                    75         7,728          (165)                            7,638
                                              -----------    --------    ----------    ----------    -------------    -------------
Balance at March 31, 2004                             $42    $444,393    $4,785,299    $4,555,219         $(73,685)      $9,711,268
                                              ===========    ========    ==========    ==========    =============    =============


Three Months Ended March 31, 2003:
                                                 $2.00                                                Accumulated
                                              Convertible                Additional                      Other            Total
                                               Preferred      Common      Paid-in       Retained     Comprehensive    Stockholders'
                                                 Stock        Stock       Capital       Earnings         Loss             Equity
                                              -----------    --------    ----------    ----------    -------------    -------------
Balance at January 1, 2003                            $46    $442,019    $4,582,773    $3,286,645        $(155,571)      $8,155,912

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

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

(1)  Includes the preferred stock cash dividend of $0.50 per share ($8 in the aggregate) declared March 4, 2004 and payable
     on April 1, 2004.

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

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

</TABLE>


                                       5
<PAGE>
<TABLE>
                                              WYETH
                         CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                          (In Thousands)
                                           (Unaudited)
<CAPTION>
                                                                          Three Months
                                                                         Ended March 31,
                                                                 -------------------------------
                                                                     2004                 2003
                                                                 ----------           ----------
Operating Activities
--------------------
<S>                                                              <C>                  <C>
Net income                                                         $749,703           $1,277,882
Adjustments to reconcile net income to net cash
  provided by operating activities:
   Gain on sale of Amgen shares                                           -             (860,554)
   Gains on sales of assets                                        (132,480)              (2,697)
   Depreciation and amortization                                    147,394              131,100
   Change in deferred income taxes                                   17,964               (1,871)
   Diet drug litigation payments                                    (98,643)            (134,627)
   Security fund deposit                                                  -             (535,200)
   Changes in working capital, net                                 (230,587)             445,184
   Other items, net                                                  48,272                9,216
                                                                 ----------           ----------
Net cash provided by operating activities                           501,623              328,433
                                                                 ----------           ----------

Investing Activities
--------------------
Purchases of property, plant and equipment                         (291,583)            (344,614)
Proceeds from sale of Amgen common stock                                  -            1,579,917
Proceeds from sales of assets                                       228,836                7,860
Proceeds from sales and maturities of marketable securities         182,800              176,242
Purchases of marketable securities                                 (200,487)            (203,333)
                                                                 ----------           ----------
Net cash provided by (used for) investing activities                (80,434)           1,216,072
                                                                 ----------           ----------

Financing Activities
--------------------
Net repayments of commercial paper                                      -             (3,229,440)
Proceeds from issuance of long-term debt                                -              1,800,000
Repayments of long-term debt                                     (1,500,000)                 -
Other borrowing transactions, net                                    (4,981)             (27,210)
Dividends paid                                                     (306,596)            (305,092)
Exercises of stock options                                           13,348               19,310
                                                                 ----------           ----------
Net cash used for financing activities                           (1,798,229)          (1,742,432)
                                                                 ----------           ----------
Effect of exchange rate changes on cash and cash equivalents         (1,414)               3,262
                                                                 ----------           ----------
Decrease in cash and cash equivalents                            (1,378,454)            (194,665)
Cash and cash equivalents, beginning of period                    6,069,794            2,943,604
                                                                 ----------           ----------
Cash and cash equivalents, end of period                         $4,691,340           $2,748,939
                                                                 ==========           ==========


Supplemental Information
------------------------
Interest payments                                                   $99,324             $155,240
Income tax payments, net of refunds                                 265,733              112,800


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

</TABLE>


                                       6
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

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

          The following policies are required interim updates to those disclosed
          in Footnote 1 of the 2003 Annual Report on Form 10-K:

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

          <TABLE>
          <CAPTION>
                                                                       Three Months
                                                                      Ended March 31,
                                                                 -------------------------
          (In thousands except per share amounts)                  2004            2003
          --------------------------------------------------     --------       ----------
          <S>                                                    <C>            <C>
          Net income, as reported                                $749,703       $1,277,882
          Add: Stock-based employee compensation expense
            included in reported net income, net of tax             2,493            1,316
          Deduct: Total stock-based employee compensation
            expense determined under fair value-based method
            for all awards, net of tax                            (85,143)         (83,691)
                                                                 --------       ----------

          Adjusted net income                                    $667,053       $1,195,507
                                                                 ========       ==========

          Earnings per share:
            Basic - as reported                                     $0.56            $0.96
                                                                 ========       ==========
            Basic - adjusted                                        $0.50            $0.90
                                                                 ========       ==========

            Diluted - as reported                                   $0.56            $0.96
                                                                 ========       ==========
            Diluted - adjusted                                      $0.50            $0.90
                                                                 ========       ==========
          </TABLE>


          Goodwill and Other Intangibles: In accordance with SFAS No. 142,
          Goodwill and Other Intangible Assets, the changes in the carrying
          amount of goodwill by reportable segment for the three months ended
          March 31, 2004 are as follows:

          <TABLE>
          <CAPTION>
                                                                     Consumer       Animal
          (In thousands)                        Pharmaceuticals     Healthcare      Health        Total
          --------------------------------      ---------------     ----------     --------     ----------
          <S>                                   <C>                 <C>            <C>          <C>
          Balance at December 31, 2003            $2,691,772         $592,526      $533,695     $3,817,993
          Currency translation adjustments            (7,352)            (266)         (145)        (7,763)
                                                  ----------         --------      --------     ----------
          Balance at March 31, 2004               $2,684,420         $592,260      $533,550     $3,810,230
                                                  ==========         ========      ========     ==========
          </TABLE>


                                       7
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

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

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

          <TABLE>
          <CAPTION>
                                                                              Three Months
                                                                             Ended March 31,
                                                                       ---------------------------
          (In thousands except per share amounts)                        2004              2003
          -------------------------------------------------------      ---------        ----------
          <S>                                                          <C>              <C>
          Net income less preferred dividends                           $749,695        $1,277,873
          Denominator:
            Weighted average common shares outstanding                 1,332,926         1,327,131
                                                                       ---------        ----------

          Basic earnings per share                                         $0.56             $0.96
                                                                       =========        ==========

          Net income                                                    $749,703        $1,277,882
          Denominator:
            Weighted average common shares outstanding                 1,332,926         1,327,131
            Common stock equivalents of outstanding stock options
              and deferred contingent common stock awards*                 4,817             4,282
                                                                       ---------        ----------
          Total shares*                                                1,337,743         1,331,413
                                                                       ---------        ----------

          Diluted earnings per share*                                      $0.56             $0.96
                                                                       =========        ==========
          </TABLE>

          *    At March 31, 2004 and 2003, 107,070 and 88,889, respectively, of
               common shares related to options outstanding under the Company's
               Stock Incentive Plans were excluded from the computation of
               diluted earnings per share, as the effect would have been
               antidilutive.


                                       8
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

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

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

          <TABLE>
          <CAPTION>
                                                                     Gross           Gross
          (In thousands)                                           Unrealized      Unrealized        Fair
          At March 31, 2004                           Cost           Gains          (Losses)         Value
          ----------------------------------       ----------      ----------      ----------      ----------
          <S>                                      <C>             <C>             <C>             <C>
          Available-for-sale:
             U.S. Treasury securities                $107,500            $108            $(18)       $107,590
             Commercial paper                          40,914             -               -            40,914
             Certificates of deposit                  100,896              77              (5)        100,968
             Corporate debt securities                224,271             250             (41)        224,480
             Other debt securities                      3,742              10             -             3,752
             Equity securities                         68,048          13,079            (173)         80,954
             Institutional fixed income fund          525,688          19,181             -           544,869
                                                   ----------      ----------      ----------      ----------
          Total available-for-sale                  1,071,059          32,705            (237)      1,103,527
                                                   ----------      ----------      ----------      ----------
          Held-to-maturity:
             Commercial paper                          27,704             -               -            27,704
             Certificates of deposit                      -               -               -               -
                                                   ----------      ----------      ----------      ----------
          Total held-to-maturity                       27,704             -               -            27,704
                                                   ----------      ----------      ----------      ----------
                                                   $1,098,763         $32,705           $(237)     $1,131,231
                                                   ==========      ==========      ==========      ==========


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


                                       9
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          The contractual maturities of debt securities classified as
          available-for-sale at March 31, 2004 were as follows:

                                                                      Fair
          (In thousands)                                  Cost        Value
          ----------------------------------------     --------      --------
          Available-for-sale:
             Due within one year                       $331,683      $331,845
             Due after one year through five years      128,557       128,769
             Due after five years through 10 years        5,020         5,014
             Due after 10 years                          12,063        12,076
                                                       --------      --------
                                                       $477,323      $477,704
                                                       ========      ========

          All held-to-maturity debt securities are due within one year.


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

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


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

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

          Net periodic benefit cost for the Company's defined benefit plans for
          the three months ended March 31, 2004 and 2003 (principally U.S.) was
          as follows:

          <TABLE>
          <CAPTION>
                                                                                        Other
                                                           Pensions             Postretirement Benefits
          (In thousands)                              -------------------       -----------------------
          Components of Net Periodic Benefit Cost      2004        2003          2004             2003
          ---------------------------------------------------------------       -----------------------
          <S>                                         <C>         <C>           <C>              <C>
          Service cost                                $35,371     $29,753       $11,145          $9,515
          Interest cost                                62,293      61,970        23,560          23,546
          Expected return on plan assets              (76,304)    (67,429)          -               -
          Amortization of prior service cost            2,843       2,752        (3,709)           (562)
          Amortization of transition obligation          (422)       (379)          -               -
          Recognized net actuarial loss                22,463      26,047         7,840           4,671
          Settlement loss                                 -        13,034           -               -
                                                      -------     -------       -------         -------
          Net periodic benefit cost                   $46,244     $65,748       $38,836         $37,170
                                                      =======     =======       =======         =======
          </TABLE>


                                       10
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          As of March 31, 2004, $13.7 million and $24.8 million of contributions
          have been made to the Company's defined benefit pension plans and
          other postretirement benefit plans, respectively. The Company
          presently anticipates further contributions of approximately $150.0
          million and $90.0 million to fund its defined benefit pension and
          other postretirement benefit plans in 2004.


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

          2003 Restructuring Charge and Related Asset Impairments

          In December 2003, the Company recorded a special charge for
          manufacturing restructurings and related asset impairments of $487.9
          million. The Company recorded its 2003 restructuring charges,
          including personnel and other costs, in accordance with SFAS No. 146,
          Accounting for Costs Associated with Exit or Disposal Activities, and
          its asset impairments in accordance with SFAS No. 144, Accounting for
          the Impairment of Long-Lived Assets. The restructuring and related
          asset impairments impacted only the Pharmaceuticals segment and were
          recorded to recognize the costs of closing certain manufacturing
          facilities, as well as the elimination of certain positions at the
          Company's facilities. As of March 31, 2004, the Company is continuing
          with the 2003 restructuring program and expects total charges to
          approximate $493.9 million and plans to record the majority of the
          remaining $6.0 million in personnel charges during 2004, in accordance
          with SFAS No. 146. The activity in the restructuring accruals was as
          follows:

          <TABLE>
          <CAPTION>
                                                       Reserve at     Payments/     Reserve at
          (In thousands)                   Total     December 31,      Non-cash      March 31,
          2003 Restructuring             Charges             2003       Charges           2004
          ------------------------------------------------------------------------------------
          <S>                           <C>          <C>              <C>           <C>
          Personnel costs                 $3,400           $3,400         $(700)        $2,700
          Asset impairments              419,400              -             -              -
          Contract settlement costs       47,900           45,200           -           45,200
          Other closure/exit costs        17,200           17,200        (6,900)        10,300
                                        ------------------------------------------------------
                                        $487,900          $65,800       $(7,600)       $58,200
                                        ======================================================
          </TABLE>


          2002 Restructuring Charge and Related Asset Impairments

          In December 2002, the Company recorded a special charge for
          restructuring and related asset impairments of $340.8 million to
          recognize the costs of closing certain manufacturing facilities and
          two research facilities, as well as the elimination of certain
          positions at the Company's facilities. The Company recorded 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).


                                       11
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          The restructuring will ultimately result in the elimination of
          approximately 3,150 positions worldwide. The reductions in workforce
          are permanent and affected all of the Company's segments, including
          Corporate. As of March 31, 2004, the Company is continuing with the
          2002 restructuring program and approximately 80 positions have yet to
          be eliminated. The activity in the restructuring accruals was as
          follows:

          <TABLE>
          <CAPTION>
                                                                     Payments/
                                                       Reserve at      Non-cash     Reserve at
          (In thousands)                   Total     December 31,       Charges      March 31,
          2002 Restructuring             Charges             2003       in 2004           2004
          ------------------------------------------------------------------------------------
          <S>                           <C>          <C>             <C>            <C>
          Personnel costs               $194,600          $36,800      $(10,800)       $26,000
          Asset impairments               68,700              -             -              -
          Other closure/exit costs        77,500           27,900        (3,800)        24,100
                                        ------------------------------------------------------
                                        $340,800          $64,700      $(14,600)       $50,100
                                        ======================================================
          </TABLE>


Note 7.   Contingencies and Commitments
          -----------------------------

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

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

          The Company has been named as a defendant in numerous legal actions
          relating to the diet drugs PONDIMIN (which in combination with
          phentermine, a product that was not manufactured, distributed or sold
          by the Company, was commonly referred to as "fen-phen") or REDUX,
          which the Company estimated were used in the United States, prior to
          their 1997 voluntary market withdrawal, by approximately 5.8 million
          people. These actions allege, among other things, that the use of
          REDUX and/or PONDIMIN, independently or in combination with
          phentermine, caused certain serious conditions, including valvular
          heart disease.

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


                                       12
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          The number of individuals who have filed claims within the settlement
          that allege significant heart valve disease (known as "matrix" claims)
          has been higher than had been anticipated. The settlement agreement
          grants the Company access to claims data maintained by the settlement
          trust (the Trust). Based on its review of that data, the Company
          understands that, as of April 14, 2004, the Trust had recorded
          approximately 114,520 matrix-level claim forms. Approximately 29,630
          of these forms were so deficient, incomplete or duplicative of other
          forms filed by the same claimant that, in the Company's view, it is
          unlikely that a significant number of these forms will result in
          further claims processing.

          The Company's understanding of the status of the remaining
          approximately 84,890 forms, based on its analysis of data received
          from the Trust through April 14, 2004, is as follows. Approximately
          14,080 of the matrix claims had been processed to completion, with
          those claims either paid (approximately 3,120 claims, with payments of
          $1,212.0 million), denied (approximately 9,650) or withdrawn.
          Approximately 2,750 claims were in some stage of the 100% audit
          process ordered in late 2002 by the federal court overseeing the
          national settlement. Approximately 20,040 claims alleged conditions
          that, if true, would entitle the claimant to receive a matrix award;
          these claims had not yet entered the audit process. Another
          approximately 20,070 claims with similar allegations have been
          purportedly substantiated by physicians whose claims are now subject
          to the outcome of the Trust's Integrity Program, discussed below.
          Approximately 27,670 claim forms did not contain sufficient
          information even to assert a matrix claim, although some of those
          claim forms could be made complete by the submission of additional
          information and could therefore become eligible to proceed to audit in
          the future. The remaining approximately 280 claims were in the data
          entry process and could not be assessed.

          In addition to the approximately 114,520 matrix claims filed as of
          April 14, 2004, additional matrix claims may be filed through 2015 by
          class members who develop a matrix condition in the future if they
          have registered with the Trust by May 3, 2003, and have demonstrated
          FDA+ regurgitation (i.e., mild or greater aortic regurgitation, or
          moderate or greater mitral regurgitation) or mild mitral regurgitation
          on an echocardiogram conducted after diet drug use and obtained either
          outside of the Trust by January 3, 2003 or within the Trust's
          screening program.

          The Company's understanding, based on data received from the Trust
          through April 14, 2004, is that audits had produced preliminary or
          final results on 3,994 of the claims that had begun the 100% audit
          process since its inception. Of these, 1,421 were found to be payable
          at the amount claimed and 120 were found to be payable at a lower
          amount than had been claimed. The remaining claims were found
          ineligible for a matrix payment, although the claimants may appeal
          that determination to the federal court overseeing the settlement.
          Because of numerous issues concerning the audit process raised in
          motions and related proceedings now pending before the federal court,
          the Company cannot predict the ultimate outcome of the audit process.


                                       13
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          Both the volume and types of claims seeking matrix benefits received
          by the Trust to date differ materially from the epidemiological
          projections on which the court's approval of the settlement agreement
          was predicated. Based upon data received from the Trust, approximately
          94% of the 20,040 matrix claimants who allege conditions that, if
          true, would entitle them to an award (and approximately 99% of the
          approximately 20,070 claims certified by physicians currently subject
          to the Trust's Integrity Program) seek an award under Level II of the
          five-level settlement matrix. (Level II covers claims for moderate or
          severe mitral or aortic valve regurgitation with complicating factors;
          depending upon the claimant's age at the time of diagnosis, and
          assuming no factors are present that would place the claim on one of
          the settlement's reduced payment matrices, awards under Level II
          ranged from $192,111 to $643,500 on the settlement agreement's payment
          matrix.)

          An ongoing investigation, which the Company understands is being
          conducted by counsel for the Trust, and discovery conducted to date by
          the Company in connection with certain Intermediate and Back-End opt
          out cases (brought by some of the same lawyers who have filed these
          Level II claims and supported by some of the same cardiologists who
          have certified the Level II claims) cast substantial doubt on the
          merits of many of these matrix claims and their eligibility for a
          matrix payment from the Trust. Therefore, in addition to the 100%
          audit process, the Trust has embarked upon an Integrity Program, which
          is designed to protect the Trust from paying illegitimate or
          fraudulent claims.

          Pursuant to the Integrity Program, the Trust has required additional
          information concerning matrix claims purportedly substantiated by 17
          identified physicians in order to determine whether to permit those
          claims to proceed to audit. Based upon data obtained from the Trust,
          the Company believes that approximately 20,070 matrix claims were
          purportedly substantiated by the 17 physicians covered by the
          Integrity Program as of April 14, 2004. It is the Company's
          understanding that additional claims substantiated by additional
          physicians might be subjected to the same requirements of the
          Integrity Program in the future. As an initial step in the integrity
          review process, each of the identified physicians has been asked to
          complete a comprehensive questionnaire regarding each claim and the
          method by which the physician reached the conclusion that it was
          valid. The ultimate disposition of any or all claims that are subject
          to the Integrity Program is at this time uncertain. Counsel for
          certain claimants affected by the program have challenged the Trust's
          authority to implement the Integrity Program and to require completion
          of the questionnaire before determining whether to permit those claims
          to proceed to audit. While that motion was denied by the court,
          additional challenges to the Integrity Program and the Trust's matrix
          claim processing have been filed.

          In late 2003, the Trust adopted a program to prioritize the handling
          of those matrix claims that it believed were least likely to be
          illegitimate. Under the program, claims under Levels III, IV and V
          were to be processed and audited on an expedited basis. (Level III
          covers claims for heart valve disease requiring surgery to repair or
          replace the valve, or conditions of equal severity. Levels IV and V
          cover complications from, or more serious


                                       14
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          conditions than, heart valve surgery.) The program prioritized the
          auditing of, inter alia, Level I claims, all claims filed by a
          claimant without counsel (i.e., on a pro se basis) and Level II claims
          substantiated by physicians who have attested to fewer than 20 matrix
          claims.

          On April 15, 2004, the Trust announced that it would cease temporarily
          to audit or act on audit results of Level I and Level II matrix
          claims. The Trust stated that it would continue to initiate audits
          with respect to Level III, IV and V matrix claims and would continue
          to act on the results of audits of Level III, IV and V claims. It also
          announced that "[d]ue to concerns about the manner in which
          echocardiograms have been taken, recorded and presented, the Trust is
          reviewing all echocardiograms and related materials prior to payment
          of claims on which they are based and, where possible, prior to
          initiation of a medical audit. This will result in a temporary delay
          in initiating audits and in payments following audit. Where the review
          of the echocardiogram reveals substantial evidence of an intentional,
          material misrepresentation that calls into question the validity of a
          claim, the Trust will not pay the claim." Finally, the Trust stated
          that, with respect to Level I and II matrix claims, it did not
          anticipate the resumption of payments on claims previously approved
          until May 17, 2004 and that it intended to return to and remain on a
          monthly payment system as soon as feasible.

          In a joint motion filed in the U.S. District Court for the Eastern
          District of Pennsylvania on May 4, 2004, the Company, counsel for the
          plaintiff class in the nationwide settlement and counsel for a number
          of individual class members moved to stay for 60 days the processing
          and payment of Level I and Level II matrix claims and certain
          associated court proceedings. That motion was granted by the court on
          May 10, 2004. The stay provides the parties with an opportunity to
          draft and submit to the court a Seventh Amendment to the settlement
          agreement that would create a new claims processing structure, funding
          arrangement and payment schedule for these claims. The proposed
          amendment would require court approval as well as final agreement by
          the Company.

          If finalized and approved, the proposed Seventh Amendment would
          include the following key terms:

               o    The amendment would create an Alternate Claims Facility to
                    process the Level I and Level II matrix claims;
               o    The Company would make some initial payments to facilitate
                    notice to class members and to establish the Alternate
                    Claims Facility. Following approval by the federal court
                    overseeing the settlement and any appellate courts, the
                    Company would make an initial payment of $400 million. The
                    timing of additional payments would be dictated by the rate
                    of review and payment of claims by the Alternate Claims
                    Facility. The Company would ultimately deposit a total of
                    $1,275.0 million into the Alternate Claims Facility;
               o    The Alternate Claims Facility would be run by a claims
                    administrator approved by the court.  All current matrix
                    Level I and II claimants who pass the Alternate Claims
                    Facility medical review and otherwise satisfy the
                    requirements of the


                                       15
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

                    the settlement would receive a pro rata share of the
                    $1,275.0 million amount, net of expenses.
                    The pro rata amount would vary depending upon the number of
                    claimants, the nature of their claims, their age and other
                    factors.  A current matrix Level I or II claimant who
                    chooses not to undergo the  Alternate  Claims  Facility
                    medical review, or who does not qualify for an injury
                    payment after such medical review, would be paid $2,000 by
                    the Alternate Claims Facility;
               o    Class members who are currently eligible to file Level I and
                    Level II matrix claims in the future would receive a $2,000
                    payment out of the assets of the existing settlement Trust;
               o    If the participants in the Seventh Amendment later have
                    surgery or other more serious medical conditions on Matrix
                    Levels III-V within a specified period in the future, they
                    would remain eligible to submit claims to the existing
                    settlement Trust and be paid the current matrix amounts if
                    they qualify for such payments under the terms of the
                    settlement agreement. In the event the existing settlement
                    Trust is unable to pay those claims, the Company would
                    guarantee payment;
               o    Class members would have the right to opt out of the Seventh
                    Amendment and to remain bound by the terms of the existing
                    national settlement. The Company, however, would have the
                    right to withdraw from the Seventh Amendment if
                    participation by class members is inadequate or for other
                    reasons. All class members who participate in the Seventh
                    Amendment would give up any further opt-out rights.

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

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

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


                                       16
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          specific companies whose echocardiograms support a large number of
          claims to determine whether their practices violate the settlement.
          The Trust has also moved to stay and/or disqualify claims brought by
          claimants represented by certain law firms or attested to by certain
          physicians. The Company has joined in certain of these motions and has
          filed its own motions addressing the abuse of the matrix claims
          process and seeking an emergency stay of claim processing. The federal
          court overseeing the settlement has set a hearing on the Company's
          emergency stay motion for May 13, 2004, although it is not known
          whether that procedure will proceed, in whole or in part, in light of
          the joint motion of the parties for the 60-day stay described above.

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

          Should the settlement fund be exhausted, most of the matrix claimants
          who filed their matrix claim on or before May 3, 2003 and who pass the
          audit process at a time when there are insufficient funds to pay their
          claim may pursue an additional opt out right created by the Sixth
          Amendment to the settlement agreement, unless the Company first
          elects, in its sole discretion, to pay the matrix benefit after audit.
          Sixth Amendment opt out claimants may then sue the Company in the tort
          system, subject to the settlement's limitations on such claims. In
          addition to the limitations on all Intermediate and Back-End opt outs
          (such as the prohibition on seeking punitive damages and the
          requirement that the claimant sue only on the valve condition that
          gave rise to the claim), a Sixth Amendment opt out may not sue any
          defendant other than the Company and may not join his or her claim
          with the claim of any other opt out. The Company cannot predict the
          ultimate number of individuals who might be in a position to elect a
          Sixth Amendment opt out or who may in fact elect to do so, but that
          number could be substantial.

          If the settlement fund were to be exhausted, some individuals who
          registered to participate in the settlement by May 3, 2003, who had
          demonstrated either FDA+ level regurgitation or mild mitral
          regurgitation on an echocardiogram completed after diet drug use and
          conducted either outside of the settlement prior to January 3, 2003 or
          within the settlement's screening program, and who subsequently
          develop (at any time before the end of 2015) a valvular condition that
          would qualify for a matrix payment might elect to pursue a Back-End
          opt out. Such individuals may pursue a Back-End opt out within 120
          days of the date on which they first discover or should have
          discovered their matrix condition. The Company cannot predict the
          ultimate number of individuals who may be


                                       17
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          in a position to elect a Back-End opt out or who may in fact elect to
          do so, but that number could also be substantial.

          The Company's current understanding is that approximately 76,000
          Intermediate opt out forms were submitted by May 3, 2003, the
          applicable deadline for most class members (other than qualified class
          members receiving echocardiograms through the Trust after January 3,
          2003, who may exercise Intermediate opt out rights within 120 days
          after the date of their echocardiogram). The number of Back-End opt
          out forms received as of May 4, 2004 is estimated to be approximately
          20,000, although certain additional class members may elect to
          exercise Back-End opt out rights in the future (under the same
          procedure as described above) even if the settlement fund is not
          exhausted. After eliminating forms that are duplicative of other
          filings, forms that are filed on behalf of individuals who have
          already either received payments from the Trust or settlements from
          the Company, and forms that are otherwise invalid on their face, it
          appears that approximately 77,000 individuals had filed Intermediate
          or Back-End opt out forms as of May 4, 2004.

          Purported Intermediate or Back-End opt outs (as well as Sixth
          Amendment opt outs) who meet the settlement's medical eligibility
          requirements may pursue lawsuits against the Company, but must prove
          all elements of their claims - including liability, causation and
          damages - without relying on verdicts, judgments or factual findings
          made in other lawsuits. They also may not seek or recover punitive,
          exemplary or multiple damages and may sue only for the valvular
          condition giving rise to their opt out right. To effectuate these
          provisions of the settlement, the federal court overseeing the
          settlement has issued orders limiting the evidence that may be used by
          plaintiffs in such cases. Those orders, however, are being challenged
          on appeal. The appeal has been fully briefed and was heard by a panel
          of the U.S. Court of Appeals for the Third Circuit in December 2003.
          The panel has asked for supplemental briefing, which has also been
          filed. The Company cannot predict the timing or outcome of the appeal.

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

          As of May 4, 2004, approximately 50,000 individuals who had filed
          Intermediate or Back-End opt out forms had served lawsuits on the
          Company. The Company expects to challenge vigorously all Intermediate
          and Back-End opt out claims of questionable validity or medical
          eligibility and the number of such claims that meet the settlement's
          opt out criteria will not be known for some time. As a result, the
          Company cannot predict the ultimate number of purported Intermediate
          or Back-End opt outs that will


                                       18
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          satisfy the settlement's opt out requirements, but that number could
          be substantial. As to those opt outs who are found eligible to pursue
          a lawsuit, the Company also intends to vigorously defend these cases.

          The Company has resolved the claims of all but a small percentage of
          the "initial" opt outs (i.e., those individuals who exercised their
          right to opt out of the settlement class) and continues to work toward
          resolving the rest. The Company intends vigorously to defend those
          initial opt out cases that cannot be resolved prior to trial.

          On April 27, 2004, a jury in Beaumont, Texas hearing the case of
          Coffey, et al. v. Wyeth, et al., No. E-167,334, 172nd Judicial
          District Court, Jefferson Cty., TX, returned a verdict in favor of the
          plaintiffs for $113.353 million in compensatory damages and $900.0
          million in punitive damages for the wrongful death of the plaintiffs'
          decedent, allegedly as a result of PPH caused by her use of PONDIMIN.
          Judgment has not yet been entered on the jury's verdict. Following
          the trial court's entry of judgment, the Company will pursue motions
          for a new trial or for judgment notwithstanding the verdict, including
          a request for application of Texas' statutory cap on punitive damage
          awards, which would significantly reduce the amount of the punitive
          damage award. Plaintiffs have indicated that they believe that the
          verdict returned by the jury provides a basis for the trial court to
          deny application of the statutory cap. Should the trial court deny the
          Company's motions, the Company believes that it has strong arguments
          for reversal or reduction of the awards on appeal due to the
          significant number of legal errors made during trial and in the charge
          to the jury and due to a lack of evidence to support aspects of the
          verdict. It would also contest on appeal any refusal by the trial
          court to apply the statutory cap on punitive damages and believes that
          it has strong arguments for application of the cap. In the event of an
          appeal, the Company will be required to post a bond, which, under
          Texas law, may not exceed $25.0 million. The appeal process is
          expected to take one to two years at a minimum.

          As of April 30, 2004, the Company was a defendant in approximately 350
          lawsuits in which the plaintiff alleges a claim of PPH, alone or with
          other alleged injuries. Almost all of these claimants must meet the
          definition of PPH set forth in the national settlement agreement in
          order to pursue their claims outside of the national settlement
          (payment of such claims, by settlement or judgment, would be made by
          the Company and not the Trust). Approximately 55 of these cases appear
          to be eligible to pursue a PPH lawsuit under the terms of the national
          settlement. In approximately 80 of these cases the Company expects the
          PPH claims to be voluntarily dismissed by the claimants (although they
          may continue to pursue other claims). In approximately 40 of these
          cases the Company has filed or expects to file motions under the terms
          of the national settlement to preclude plaintiffs from proceeding with
          their PPH claims. For the balance of these cases, the Company
          currently has insufficient medical information to assess whether or
          not the claimants meet the definition of PPH under the national
          settlement. The Company continues to work toward resolving the claims
          of individuals who allege that they have developed PPH as a result of
          their use of the diet drugs and intends vigorously to defend those PPH
          cases that cannot be resolved prior to trial.


                                       19
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          In 2003, the Company increased its reserves in connection with the
          REDUX and PONDIMIN diet drug matters by $2,000.0 million, bringing the
          total of the charges taken to date to $16,600.0 million. The $3,417.9
          million reserve at March 31, 2004 represents management's best
          estimate of the minimum aggregate amount anticipated to cover payments
          in connection with the Trust, up to its cap, initial opt outs, PPH
          claims, Intermediate, Back-End or Sixth Amendment opt outs
          (collectively, the "downstream" opt outs), and the Company's legal
          fees related to the diet drug litigation. Due to its inability to
          estimate the ultimate number of valid downstream opt outs, and the
          merits and value of their claims, as well as the inherent uncertainty
          surrounding any litigation, the Company is unable to estimate the
          amount of any additional financial exposure represented by the
          downstream opt out litigation. However, the amount of financial
          exposure beyond that which has been recorded could be significant.

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


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

          The Company has four reportable segments: Wyeth Pharmaceuticals
          (Pharmaceuticals), Wyeth Consumer Healthcare (Consumer Healthcare),
          Fort Dodge Animal Health (Animal Health) and Corporate. The Company's
          Pharmaceuticals, Consumer Healthcare and Animal Health reportable
          segments are strategic business units that offer different products
          and services. Beginning in the 2003 fourth quarter, the Company
          changed its reporting structure to include the Animal Health business
          as a separate reporting segment. The Animal Health business was
          previously reported within the Pharmaceuticals segment. Prior period
          information presented herein has been restated to be on a comparable
          basis. The reportable segments are managed separately because they
          manufacture, distribute and sell distinct products and provide
          services that require various technologies and marketing strategies.
          The Company's Corporate segment is responsible for the treasury, tax
          and legal operations of the Company's businesses and maintains and/or
          incurs certain assets, liabilities, income, expense, gains and losses
          related to the


                                       20
<PAGE>

                                      WYETH
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

          overall management of the Company which are not allocated to the
          other reportable segments.

          <TABLE>
          <CAPTION>
                                          Net Revenue              Income before Taxes
                                   -------------------------     -----------------------
                                         Three Months                 Three Months
                                        Ended March 31,              Ended March 31,
          (In thousands)           -------------------------     -----------------------
          Segment                     2004           2003          2004          2003
          -------------------      ----------     ----------     --------     ----------
          <S>                      <C>            <C>            <C>          <C>
          Pharmaceuticals(1)       $3,207,586     $2,975,058     $872,113       $917,654
          Consumer Healthcare         588,351        532,004      109,458         80,204
          Animal Health               218,852        181,995       37,694         26,228
          Corporate(2)                    -              -        (75,374)       758,502
                                   ----------     ----------     --------     ----------

          Total(3)                 $4,014,789     $3,689,057     $943,891     $1,782,588
                                   ==========     ==========     ========     ==========
          </TABLE>

          (1)  On March 31, 2004, the Company entered into an agreement with
               Solvay Pharmaceuticals to co-develop and co-commercialize four
               neuroscience compounds, most notably, bifeprunox, a late stage
               compound in Phase 3 development for schizophrenia and other
               possible uses. Pharmaceuticals income before taxes for the 2004
               first quarter included a charge of $145,500 within Research and
               development expenses in connection with the execution of the
               agreement.

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

          (3)  Income before taxes for the 2004 first quarter included gains
               from the divestiture of certain Pharmaceuticals and Consumer
               Healthcare products amounting to approximately $140,700. The
               divestitures included product rights to indiplon, DIAMOX (in
               Japan), and the Company's nutritionals products in France.


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

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


                                       21
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended March 31, 2004


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

          Overview

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

          Our Pharmaceuticals segment, which provided 80% of our consolidated
          net revenue for the first quarter of 2004 and 81% in 2003,
          manufactures, distributes and sells branded human ethical
          pharmaceuticals, biologicals and nutritionals. Principal products
          include neuroscience therapies, cardiovascular products, nutritionals,
          gastroenterology drugs, anti-infectives, vaccines, oncology therapies,
          musculoskeletal therapies, hemophilia treatments, immunological
          products and women's health care products. These products are promoted
          and sold worldwide primarily to wholesalers, pharmacies, hospitals,
          physicians, retailers and other human health care institutions.

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

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

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

          All of Wyeth's divisions exhibited strong revenue growth for the first
          quarter of 2004 compared with the first quarter of 2003.
          Pharmaceuticals had revenue growth of 8% to


                                       22
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended March 31, 2004

          $3,207.6 million, Consumer Healthcare rose 11% to $588.3 million and
          Animal Health had revenue growth of 20% to $218.9 million.

          Pharmaceuticals sales growth was spurred by the strong performance of
          several key products in the 2004 first quarter:

               o    EFFEXOR (a neuroscience therapy) - up 31% to $775.7 million
               o    PROTONIX (a gastroenterology drug) - up 14% to $410.5
                    million
               o    ZOSYN/TAZOCIN (an infectious disease drug) - up 30% to
                    $181.4 million
               o    ENBREL (a musculoskeletal therapy) - up 216%
                    (internationally) to $135.0 million
               o    RAPAMUNE (an immunology product) - up 31% to $58.3 million

          Collectively, sales of these products increased 32% for the first
          quarter of 2004 compared with 2003. Strong sales of these products
          internationally were led by growth in Europe where sales were up 39%
          (or 21% excluding exchange rates).

          Other areas of revenue growth for the Pharmaceuticals segment included
          ZOTON, REFACTO and BENEFIX and alliance revenue from sales of ENBREL,
          ALTACE and the CYPHER stent. (The active ingredient in RAPAMUNE,
          sirolimus, coats the CYPHER coronary stent marketed by Johnson &
          Johnson.)

          The revenue growth from these products more than offset the loss of
          revenue from the decline in sales of PREVNAR and the PREMARIN family
          of products.

          Both Consumer Healthcare and Animal Health posted strong results in
          the 2004 first quarter. The increase in Consumer Healthcare sales
          resulted primarily from global growth in core brands such as CENTRUM,
          ADVIL, ROBITUSSIN and CALTRATE. Strong sales of its PROHEART 6 vaccine
          helped boost Animal Health's growth.

          Both Pharmaceuticals and Consumer Healthcare realized gains from
          product divestitures amounting to approximately $140.7 million (in the
          aggregate) for the first quarter of 2004, an increase of $137.4
          million as compared with gains from product divestitures for the first
          quarter of 2003.

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

          In order for us to sustain the growth of our core group of products,
          we must continue to meet the global demand of our customers. Two of
          our important core products are


                                       23
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended March 31, 2004

          PREVNAR and ENBREL, both biopharmaceutical products that are extremely
          complicated and difficult to manufacture. We continue to seek to
          improve manufacturing processes and overcome production issues. The
          Company will continue to experience temporary supply limitations of
          PREVNAR throughout the first half of 2004 due to strong demand and
          supply constraints resulting from manufacturing and technical issues.
          Overall, despite our challenges, supply in 2004 is expected to exceed
          last year's supply.

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

          In July 2002, the National Institutes of Health (NIH) announced that
          it was discontinuing a portion of its Women's Health Initiative (WHI)
          study assessing the value of combination estrogen plus progestin
          therapy, and in early March 2004, the portion of the study addressing
          estrogen-only therapy also was discontinued. The Company remains
          committed to women's health care and stands behind the PREMARIN family
          of products as the standard of therapy to help women address serious
          menopausal symptoms. We have continued our efforts to inform
          physicians and patients of the appropriate role of hormone therapy
          (HT) for the short-term treatment of menopausal symptoms and have
          introduced new, low-dose versions of PREMARIN and PREMPRO in 2003.
          Despite these efforts, sales of the PREMARIN family of products
          declined from approximately $402.7 million for the first quarter of
          2003 to $265.9 million for the first quarter of 2004. The launch of
          low-dose PREMARIN and PREMPRO has helped to moderate the decrease in
          sales.

          Wyeth's focus is on maximizing the strong growth potential and patent
          protection of our core group of innovative products that we have
          introduced in recent years as well as actively pursuing in-licensing
          opportunities. In this regard, we have recently announced an important
          alliance with Solvay Pharmaceuticals (Solvay) to co-develop and
          co-commercialize four neuroscience compounds, most notably,
          bifeprunox. This alliance is intended to address the challenge of a
          near-term shortage of significant new product introductions facing the
          Company.

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

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


                                       24
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended March 31, 2004

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

          Worldwide net revenue for the 2004 first quarter increased 9% compared
          with prior year levels and was due to increases in the
          Pharmaceuticals, Consumer Healthcare and Animal Health segments.
          Excluding the impact of foreign exchange, worldwide net revenue
          increased 4% for the 2004 first quarter.

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

                                          Net Revenue
                                         Three Months
                                        Ended March 31,
          (Dollars in millions)      ---------------------
          Segment                      2004         2003         % Increase
          ---------------------      --------     --------       ----------
          Pharmaceuticals            $3,207.6     $2,975.1             8%
          Consumer Healthcare           588.3        532.0            11%
          Animal Health                 218.9        182.0            20%
                                     --------     --------       ----------
          Total                      $4,014.8     $3,689.1             9%
                                     ========     ========       ==========

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

          Worldwide Pharmaceuticals net revenue increased 8% for the 2004 first
          quarter. The increase in net revenue was due primarily to higher sales
          of EFFEXOR XR (global growth and higher volume caused by an increase
          in prescriptions), PROTONIX (strong prescription volume growth),
          ENBREL (internationally), ZOSYN/TAZOCIN and RAPAMUNE (each reflecting
          growth in the U.S. and internationally) and increased alliance revenue
          offset, in part, by lower sales of the PREMARIN family of products and
          PREVNAR (supply constraints). Excluding the favorable impact of
          foreign exchange, worldwide Pharmaceuticals net revenue increased 3%
          for the 2004 first quarter.


                                       25
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended March 31, 2004

          The following table sets forth the significant worldwide
          Pharmaceuticals net revenue by product for the three months ended
          March 31, 2004 compared with the same period in the prior year:

                                               Three Months
                                              Ended March 31,
                                        ---------------------------
          (In millions)                   2004               2003
          ---------------------         --------           --------
          EFFEXOR                         $775.7             $593.5
          PROTONIX                         410.5              360.0
          PREMARIN family                  265.9              402.7
          Nutritionals                     215.8              202.8
          ZOSYN / TAZOCIN                  181.4              140.1
          PREVNAR                          173.4              228.8
          Oral Contraceptives              142.8              154.3
          ENBREL                           135.0               42.8
          ZOTON                            112.0               72.5
          BENEFIX                           74.5               58.6
          REFACTO                           60.3               52.3
          RAPAMUNE                          58.3               44.7
          ATIVAN                            51.6               55.0
          SYNVISC                           48.2               49.1
          Alliance revenue                 149.4               94.7
          Other                            352.8              423.2
                                        --------           --------
          Total Pharmaceuticals         $3,207.6           $2,975.1
                                        ========           ========

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

          Worldwide Consumer Healthcare net revenue increased 11% for the 2004
          first quarter showing continued solid performance in the U.S. and
          internationally. The results were attributable to a number of factors,
          including global growth in the division's core CENTRUM, ADVIL,
          ROBITUSSIN and CALTRATE brands. Excluding the impact of foreign
          exchange, worldwide Consumer Healthcare net revenue increased 6% for
          the 2004 first quarter.


                                       26
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended March 31, 2004

          The following table sets forth significant worldwide Consumer
          Healthcare net revenue by product for the three months ended March 31,
          2004 compared with the same period in the prior year:

                                               Three Months
                                              Ended March 31,
                                           ---------------------
          (In millions)                     2004           2003
          -------------------------        ------         ------
          CENTRUM                          $139.1         $119.7
          ADVIL                             114.4          108.9
          ROBITUSSIN                         48.4           36.6
          CALTRATE                           40.0           30.2
          ADVIL COLD & SINUS                 30.2           24.5
          SOLGAR                             29.7           28.5
          CHAPSTICK                          26.3           23.4
          DIMETAPP                           20.1           17.5
          ALAVERT                            17.6           21.0
          Other                             122.5          121.7
                                           ------         ------

          Total Consumer Healthcare        $588.3         $532.0
                                           ======         ======

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

          Worldwide Animal Health net revenue increased 20% for the 2004 first
          quarter due primarily to higher sales of companion animal products.
          PROHEART products, the largest contributor to the companion animal
          products growth, had sales of $14.4 million and $6.9 million for the
          period ended March 31, 2004 and 2003, respectively. Excluding the
          favorable impact of foreign exchange, worldwide Animal Health net
          revenue increased 13% for the 2004 first quarter.

          The following table sets forth significant worldwide Animal Health net
          revenue by product category for the three months ended March 31, 2004
          compared with the same period in the prior year:

                                             Three Months
                                            Ended March 31,
                                         ---------------------
          (In millions)                   2004           2003
          -------------------------      ------         ------
          Livestock products              $83.7          $72.8
          Companion animal products        63.4           40.8
          Equine products                  47.9           46.8
          Poultry products                 23.9           21.6
                                         ------         ------

          Total Animal Health            $218.9         $182.0
                                         ======         ======


                                       27
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended March 31, 2004

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

                                              % Increase (Decrease)
                                        Three Months Ended March 31, 2004
                                  ---------------------------------------------

                                                       Foreign         Total
                                  Volume     Price     Exchange     Net Revenue
                                  ------     -----     --------     -----------
          Pharmaceuticals
          -------------------
          United States             (11%)       7%           -              (4%)
          International              17%        -           13%             30%
                                    ----       ---          ---             ---
          Total                      (1%)       4%           5%              8%
                                    ====       ===          ===             ===

          Consumer Healthcare
          -------------------
          United States               2%        -            -               2%
          International              12%        1%          13%             26%
                                    ----       ---          ---             ---
          Total                       6%        -            5%             11%
                                    ====       ===          ===             ===

          Animal Health
          -------------------
          United States              10%       11%           -              21%
          International               4%        1%          14%             19%
                                    ----       ---          ---             ---
          Total                       7%        6%           7%             20%
                                    ====       ===          ===             ===

          Total
          -------------------
          United States              (8%)       6%           -              (2%)
          International              16%        -           13%             29%
                                    ----       ---          ---             ---
          Total                       -         4%           5%              9%
                                    ====       ===          ===             ===

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

          Cost of goods sold, as a percentage of Net revenue, increased to 27.3%
          for the 2004 first quarter compared with 25.2% for the 2003 first
          quarter due primarily to higher manufacturing costs and a less
          profitable product mix caused by lower sales of higher margin
          products, including the PREMARIN family of products and PREVNAR, and
          higher sales of lower margin products such as PROTONIX, ZOSYN/TAZOCIN
          and ENBREL (internationally) offset, in part, by higher sales of
          higher margin EFFEXOR XR and increased alliance revenue.

          Selling, general and administrative expenses, as a percentage of Net
          revenue, decreased to 33.7% for the 2004 first quarter compared with
          35.0% for the 2003 first quarter as a result of lower marketing
          expenses in the Pharmaceuticals segment and lower general expenses
          associated with decreased pension and other employee benefit costs.
          These


                                       28
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended March 31, 2004

          decreases were offset, in part, by higher selling expenses
          related to an expansion in the Pharmaceuticals contract sales force.

          Research and development expenses increased 37% for the 2004 first
          quarter primarily due to an upfront payment of $145.5 million made in
          connection with an agreement entered into between the Company and
          Solvay to co-develop and co-commercialize four neuroscience compounds,
          most notably, bifeprunox. The increase in research and development
          expenses was also due to higher clinical grant spending in the
          Pharmaceuticals segment and higher spending for projects related to
          Animal Health combination products and line extensions offset, in
          part, by lower other research operating expenses (including lower
          chemical and material costs).


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

          Interest expense, net for the three months ended March 31, 2004 and
          2003 consisted of the following:

                                              Three Months
                                             Ended March 31,
                                            -----------------
          (In millions)                      2004        2003
          ----------------------------      -----       -----
          Interest expense                  $70.8       $71.1
          Interest income                   (23.4)      (19.5)
          Less: amount capitalized for
            capital projects                (20.5)      (24.6)
                                            -----       -----

          Total interest expense, net       $26.9       $27.0
                                            =====       =====

          Interest expense, net was flat for the 2004 first quarter due
          primarily to higher interest income earned on the proceeds received
          from the Company's December 2003 debt offering offset by lower
          capitalized interest. Weighted average debt outstanding during the
          2004 first quarter was $8,695.0 million compared with prior year
          levels of $7,152.6 million. The impact of higher debt outstanding was
          offset by lower interest rates. The lower capitalized interest
          resulted from lower interest rates used for capitalization purposes
          applied against the spending for long-term capital projects in
          process. These projects include the new Grange Castle facility in
          Ireland, as well as the expansion of an existing manufacturing
          facility in Ireland.

          Other income, net increased $120.2 million for the 2004 first quarter
          as a result of gains from the divestiture of certain Pharmaceuticals
          and Consumer Healthcare products amounting to approximately $140.7
          million. The divestitures included product rights to indiplon, DIAMOX
          (in Japan), and the Company's nutritionals products in France.


                                       29
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended March 31, 2004

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

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

                                            Income Before Taxes
                                    -----------------------------------
                                               Three Months
                                              Ended March 31,
                                    -----------------------------------
          (Dollars in millions)                             % Increase/
          Segment                    2004        2003        (Decrease)
          ---------------------     ------     --------     -----------
          Pharmaceuticals(1)        $872.1       $917.7             (5%)
          Consumer Healthcare        109.5         80.2             37%
          Animal Health               37.7         26.2             44%
          Corporate(2)               (75.4)       758.5              -
                                    ------     --------     -----------

          Total(3)                  $943.9     $1,782.6            (47%)
                                    ======     ========     ===========


          (1)  Pharmaceuticals for the 2004 first quarter included a charge of
               $145.5 within Research and development expenses related to an
               upfront payment to Solvay in connection with the co-development
               and co-commercialization of four neuroscience compounds.
               Excluding the upfront payment from the 2004 first quarter
               results, but including Pharmaceuticals product divestiture gains
               discussed in footnote 3 below, Pharmaceuticals income before
               taxes increased 11%.

          (2)  Corporate for the 2003 first quarter included a gain of $860.6
               relating to the sale of Amgen shares. Excluding the gain on the
               sale of Amgen shares from the 2003 first quarter results,
               Corporate expenses decreased 26%.

          (3)  Income before taxes for the 2004 first quarter included gains
               from the divestiture of certain Pharmaceuticals and Consumer
               Healthcare products amounting to approximately $140.7. The
               divestitures included product rights to indiplon, DIAMOX (in
               Japan), and the Company's nutritionals products in France.

          Worldwide Pharmaceuticals income before taxes decreased 5% for the
          2004 first quarter while Pharmaceuticals net revenue increased 8% for
          the 2004 first quarter. This difference is primarily attributable to
          higher research and development expenses related to the upfront
          payment to Solvay and lower gross profit margins earned on
          Pharmaceuticals net revenue offset, in part, by higher other income,
          net related to product divestiture gains.

          Worldwide Consumer Healthcare income before taxes increased 37% for
          the 2004 first quarter while Consumer Healthcare net sales increased
          11%. This difference between the growth of income before taxes and
          sales growth is primarily attributable to higher other income related
          to product divestiture gains offset, in part, by lower gross profit
          margins earned on worldwide sales of Consumer Healthcare products and
          higher selling and general expenses.


                                       30
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended March 31, 2004

          Worldwide Animal Health income before taxes for the 2004 first quarter
          increased 44%. The increase in the 2004 first quarter results was
          primarily due to higher net revenue and increased gross profit margin
          earned on worldwide sales of Animal Health products.

          Corporate expenses for the 2004 first quarter were $75.4 million
          compared with income before taxes attributed to the Corporate segment
          for the 2003 first quarter of $758.5 million. Corporate income before
          taxes for the 2003 first quarter included a gain of $860.6 million
          from the sale of the Company's Amgen shares. Excluding this gain,
          Corporate expenses would have decreased 26% for the 2004 first
          quarter. The decrease was due primarily to lower general and
          administrative expenses related to decreased pension and employee
          benefit costs.

          Excluding the impact of the certain significant items discussed below,
          the effective tax rate remained flat at 22.5% for the 2004 first
          quarter compared with 22.0% for the 2003 first quarter. The 2004 first
          quarter rate was calculated assuming the benefit of certain research
          and development tax credits. Since such credits expire in June 2004
          and have yet to be renewed, only one-half of the annualized benefit
          was included in the effective tax rate calculation for the first
          quarter.


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

          As Reported

          Net income and diluted earnings per share for the 2004 first quarter
          were $749.7 million and $0.56, respectively, compared with net income
          and diluted earnings per share of $1,277.9 million and $0.96 in the
          prior year, decreases of 41% and 42%, respectively.

          Before Certain Significant Items

          Net income before certain significant items and diluted earnings per
          share before certain significant items exclude from net income and
          diluted earnings per share, respectively, the 2004 first quarter
          upfront payment to Solvay and the 2003 first quarter gains related to
          the Company's liquidation of Amgen shares received in connection with
          Amgen's acquisition of Immunex.

          The Company's management uses both generally accepted accounting
          principles (GAAP) and non-GAAP measures to manage and evaluate the
          Company's performance and believes it is appropriate to disclose these
          non-GAAP measures to assist investors with analyzing business
          performance and trends. However, these measures should not be
          considered in isolation or as a substitute for the results of
          operations and diluted earnings per share prepared in accordance with
          GAAP. The Amgen gain and previous gains related to the Immunex/Amgen
          common stock transactions have been excluded due to the fact that the
          Company had not previously nor does it currently hold a position for
          investment purposes in an entity that, if acquired by another entity,
          would impact the Company's financial


                                       31
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended March 31, 2004

          position or results of operations to the significant extent of the
          Immunex/Amgen common stock transactions. Additionally, the significant
          upfront payment related to the co-development and co-commercialization
          of the four neuroscience compounds being developed with Solvay was
          immediately expensed and included in Research and development
          expenses. Excluding the payment from the Company's results provides a
          better view of its operations for this accounting period.

          Net income before certain significant items and diluted earnings per
          share before certain significant items for the 2004 first quarter were
          $844.3 million and $0.63, respectively, compared with $719.2 million
          and $0.54 for the 2003 first quarter. The increases were principally
          due to higher net revenue and other income offset, in part, by higher
          costs of goods sold, as a percentage of net revenue, higher research
          and development spending and higher selling, general and
          administrative expenses.

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

          <TABLE>
          <CAPTION>
                                                                    Net Income                 Diluted EPS
                                                              ----------------------      ----------------------
          (In millions except per share amounts)              3/31/2004    3/31/2003      3/31/2004    3/31/2003
          -----------------------------------------------     ---------    ---------      ---------    ---------

          <S>                                                 <C>          <C>            <C>          <C>
          As reported                                            $749.7     $1,277.9          $0.56        $0.96

          Gain on sale of Amgen shares(1)                           -         (558.7)           -          (0.42)

          Co-development / co-commercialization charge(2)          94.6          -             0.07          -
                                                              ---------    ---------      ---------    ---------

          As adjusted, before certain significant items          $844.3       $719.2          $0.63        $0.54
                                                              =========    =========      =========    =========

          </TABLE>

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

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

          Gains from products divestitures are not considered certain
          significant items because they constitute an integral part of the
          Company's analysis of divisional performance. However, they are
          important to understanding changes in our reported net income.
          Excluding the certain significant items and the gains from product
          divestitures described above, net income and diluted earnings per
          share were $751.8 million and $0.56 for the 2004 first quarter as
          compared with $717.1 million and $0.54 in the 2003 first quarter.


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

          Cash flows provided by operating activities totaling $501.6 million
          during the 2004 first quarter were generated primarily by earnings of
          $749.7 million. Driving the cash


                                       32
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended March 31, 2004

          outflows were payments of $310.3 million for trade accounts payable
          and items included in accrued expenses and payments of $98.6 million
          relating to the diet drug litigation (see Note 7 to the consolidated
          condensed financial statements).

          The Company used $291.6 million of cash during the 2004 first quarter
          for investments in property, plant and equipment and $200.5 million of
          cash for purchases of marketable securities. In addition, the Company
          received investment proceeds through the sales and maturities of
          marketable securities of $182.8 million and the sales of assets
          totaling $228.8 million. The capital expenditures made during the 2004
          first quarter were consistent with the Company's commitment to expand
          existing manufacturing and research and development facilities
          worldwide, and build new biotechnology facilities.

          The Company's financing activities included repayments of debt
          totaling $1,505.0 million and dividend payments of $306.6 million.

          At March 31, 2004, the Company had outstanding $8,271.0 million in
          total debt, which consisted of notes payable and other debt.
          Maturities of the Company's obligations as of March 31, 2004 are set
          forth below.

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

          <S>               <C>         <C>          <C>          <C>           <C>
          Total debt        $8,271.0       $335.6       $320.2        $17.6     $7,597.6
          </TABLE>

          The following represents the Company's credit ratings as of March 31,
          2004 and as of May 7, 2004:

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

          In light of the circumstances discussed in Note 7 to the consolidated
          condensed financial statements, including the unknown number of valid
          matrix claims and the unknown number and merits of valid downstream
          opt outs, it is not possible to predict the ultimate liability of the
          Company in connection with its diet drug legal proceedings. It is
          therefore not possible to predict whether, and if so when, such
          proceedings will have a material adverse effect on the Company's
          financial condition, results of operations and/or cash flows and
          whether cash flows from operating activities and existing and
          prospective financing resources will be adequate to fund the Company's
          operations, pay all liabilities related to the diet drug litigation,
          pay dividends, maintain the ongoing programs of capital expenditures,
          and repay both the principal and interest on its outstanding
          obligations without the disposition of significant strategic core
          assets and/or reductions in certain cash outflows.


                                       33
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended March 31, 2004

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

          Prempro / Premarin - HT Studies

          In July 2002, the HT subset of the WHI study, involving women who
          received a combination of conjugated estrogens and medroxyprogesterone
          acetate (PREMPRO), was stopped early (after the patients were followed
          in the study for an average of 5.2 years) because, according to the
          predefined stopping rule, certain increased risks exceeded the
          specified long-term benefits. Additional analyses of data from the HT
          subset of the WHI study were released during 2003, and further
          analyses of WHI data may be released in the future.

          In early March 2004, the NIH announced preliminary findings from the
          estrogen-only arm of the WHI study and that it had decided to stop the
          study. NIH concluded that estrogen alone does not appear to affect
          (either increase or decrease) coronary heart disease and did not
          increase the risk of breast cancer. In addition, NIH found an
          association with a decrease in the risk of hip fracture and an
          increased risk of stroke similar to the increase seen in the HT subset
          of the WHI study. NIH also stated that analysis of preliminary data
          from the separate Women's Health Initiative Memory Study (WHIMS)
          showed a trend toward increased risk of probable dementia and/or mild
          cognitive impairment in women age 65 and older. The Company has not
          had the opportunity to review final study data in order to analyze
          these preliminary findings.

          Sales of PREMPRO and other PREMARIN family products have been and will
          continue to be adversely affected by the WHI results. Based on the
          most recent available market data, average weekly prescriptions
          written for PREMPRO and PREMARIN decreased approximately 77% and 52%,
          respectively, compared with the average weekly prescriptions written
          during the eight-week period preceding the 2002 termination of the
          study subset.


                                       34
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended March 31, 2004

          Set forth below are individual product operating results for
          PREMPRO/PREMPHASE and PREMARIN for the three months ended March 31,
          2004 and 2003:

                             Prempro/Premphase
                            -------------------
                               Three Months
                              Ended March 31,
                            -------------------
          (In millions)      2004         2003
          -------------     ------       ------
          Net revenue        $57.3       $142.9
          Gross profit        43.7        123.5


                                 Premarin
                            -------------------
                               Three Months
                              Ended March 31,
                            -------------------
          (In millions)      2004         2003
          -------------     ------       ------
          Net revenue       $208.6       $259.8
          Gross profit       178.3        233.2

          Competition

          The Company operates in the highly competitive pharmaceutical and
          consumer health care industries. PREMARIN, the Company's principal
          conjugated estrogens product manufactured from pregnant mare's urine,
          and related products PREMPRO and PREMPHASE (which are single tablet
          combinations of the conjugated estrogens in PREMARIN and the progestin
          medroxyprogesterone acetate) are the leaders in their categories and
          contribute significantly to net revenue and results of operations.
          PREMARIN's natural composition is not subject to patent protection
          (although PREMPRO has patent protection). PREMARIN, PREMPRO and
          PREMPHASE are indicated for the treatment of certain menopausal
          symptoms. They also are approved for the prevention of osteoporosis, a
          condition involving a loss of bone mass in postmenopausal women. Their
          use for that purpose in women without symptoms should be limited to
          cases where non-hormonal treatments have been seriously considered and
          rejected. Estrogen-containing products manufactured by other companies
          have been marketed for many years for the treatment of menopausal
          symptoms. During the past several years, other manufacturers have
          introduced products for the treatment and/or prevention of
          osteoporosis. New products containing different estrogens and/or
          different progestins than those found in PREMPRO and PREMPHASE,
          utilizing various forms of delivery and having many forms of the same
          indications, also have been introduced. Some companies have also
          attempted to obtain approval for generic versions of PREMARIN. These
          products, if approved, would be routinely substitutable for PREMARIN
          and related products under many state laws and third-party insurance
          payer plans. In May 1997, the FDA announced that it would not approve
          certain synthetic estrogen products as generic equivalents of PREMARIN
          given known compositional


                                       35
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended March 31, 2004

          differences between the active ingredient of these products and
          PREMARIN. Althoughthe FDA has not approved any generic equivalent to
          PREMARIN to date, PREMARIN will continue to be subject to competition
          from existing and new competing estrogen and other products for its
          approved indications and may be subject to generic competition from
          either synthetic or natural conjugated estrogens products in the
          future. One other company has announced that it has applied for FDA
          approval of a generic version of PREMARIN derived from the same
          natural source. Following a bench trial in November 2002, a federal
          court found, in an order issued on October 2, 2003, that the company
          which had developed the estrogens to be used in this product, Natural
          Biologics, Inc., had misappropriated certain of the Company's trade
          secrets relating to the manufacture of PREMARIN. The court has entered
          a permanent injunction that, inter alia, bars Natural Biologics, Inc.
          from using the misappropriated trade secrets and from engaging in the
          research, development, production or manufacture of estrogens from
          urine. Wyeth v. Natural Biologics, Inc., et al., No. 98-2469
          (JNE/JGL), U.S.D.C., D. Minn. Natural Biologics, Inc. has filed an
          appeal from the court's injunction. The Company cannot predict the
          timing or outcome of the appeal or of any other effort by any other
          company along these lines.


          Product Supply

          Market demand for ENBREL is strong; however, the sales growth had been
          constrained by limits on the existing source of supply. In December
          2002, the retrofitted Rhode Island facility owned by Amgen was
          completed and manufacturing production was approved by the FDA.
          Consequently, manufacturing capacity for ENBREL significantly
          increased in 2003. Market demand has continued to grow and additional
          manufacturing supply is projected to be required. In April 2002,
          Immunex (prior to being acquired by Amgen) announced it entered into a
          manufacturing agreement with Genentech, Inc. to produce ENBREL
          beginning in 2004, subject to FDA approval. However, although
          production is still expected in 2004 under this arrangement, certain
          milestones under the manufacturing agreement, including obtaining FDA
          approval for the manufacturing process, have not been met in the
          pre-approved timeframe. 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.

          Worldwide demand for PREVNAR continues to grow. The
          manufacturing-related constraints that led to backorders throughout
          2002 were resolved early in 2003. By April 2003, demand in the United
          States and other markets where PREVNAR was available was met, and this
          continued through October 2003. More than 20 million doses of PREVNAR
          were produced in 2003. However, primarily as a result of a late 2003
          shutdown of the filling lines at the Company's Pearl River, New York
          facility as well as other manufacturing and testing issues, product
          availability continues to be impacted in all markets. As a result of
          delays in product availability, the Centers for Disease Control and
          Prevention and the European Agency for the Evaluation of Medicinal
          Products have


                                       36
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended March 31, 2004

          issued interim dosing recommendations to reduce usage during the
          supply-constrained period. Capacity should be enhanced overall in 2004
          due to internal improvements and third-party filling capacity, which
          has recently received FDA approval. Although production issues are not
          yet fully resolved, the Company believes 2004 production will exceed
          the 2003 level.


          Supply Chain

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


          Litigation and Contingent Liabilities

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

          The estimated costs that the Company expects to pay are accrued when
          the liability is considered probable and the amount can be reasonably
          estimated (see Note 7 to the consolidated condensed financial
          statements for a discussion of the costs associated with the REDUX and
          PONDIMIN diet drug litigation). In many cases, future
          environmental-related expenditures cannot be quantified with a
          reasonable degree of accuracy. As investigations and cleanups proceed,
          environmental-related liabilities are reviewed and adjusted as
          additional information becomes available. Prior to November 2003, the
          Company was self-insured for product liability risks with excess
          coverage on a claims-made basis from various insurance carriers in
          excess of the self-insured amounts and subject to certain policy
          limits. Effective November 2003, the Company became completely
          self-insured for product liability risks. It is not possible to
          predict whether any potential liability that might exceed amounts
          already accrued will have a material


                                       37
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended March 31, 2004

          adverse effect on the Company's
          financial condition, results of operations and/or cash flows. This is
          discussed in greater detail in Note 7 to the consolidated condensed
          financial statements.


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

          The Private Securities Litigation Reform Act of 1995 provides a "safe
          harbor" for forward-looking statements. Forward-looking statements may
          appear in periodic reports filed with the Securities and Exchange
          Commission (including the Company's Annual Reports on Form 10-K and
          Quarterly Reports on Form 10-Q), in press releases, in the Company's
          Annual Report to Stockholders and other reports to stockholders, and
          in other communications made by the Company. These forward-looking
          statements can be identified by their use of words such as
          "anticipates," "expects," "is confident," "plans," "could," "will,"
          "believes," "estimates," "forecasts," "projects" and other words of
          similar meaning. These forward-looking statements address various
          matters including:

               o    our anticipated results of operations, liquidity position,
                    financial condition and capital resources;
               o    the benefits that we expect will result from our business
                    activities and certain transactions we announced or
                    completed, such as increased revenues, decreased expenses,
                    and avoided expenses and expenditures;
               o    statements of our expectations, beliefs, future plans and
                    strategies, anticipated developments and other matters that
                    are not historical facts;
               o    the timing and successfulness of research and development
                    activities;
               o    trade buying patterns;
               o    the impact of competitive or generic products;
               o    economic conditions, including interest rate and foreign
                    currency exchange rate fluctuation;
               o    changes in generally accepted accounting principles;
               o    any changes in political or economic conditions due to the
                    threat of terrorist activity worldwide and related U.S.
                    military action internationally;
               o    costs related to product liability, patent protection,
                    government investigations and other legal proceedings;
               o    our ability to protect our intellectual property, including
                    patents;
               o    the impact of legislation or regulation affecting pricing,
                    reimbursement or access, both in the United States and
                    internationally;
               o    impact of managed care or health care cost-containment;
               o    governmental laws and regulations affecting our U.S. and
                    international businesses, including tax obligations;
               o    environmental liabilities;
               o    the accuracy of our estimates and assumptions utilized in
                    our critical accounting policies;


                                       38
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended March 31, 2004

               o    the future impact of presently known trends, including those
                    with respect to product performance and competition;
               o    future demand for our products;
               o    change in product mix;
               o    anticipated developments relating to sales of
                    PREMPRO/PREMARIN family of products and ENBREL and PREVNAR
                    product supply;
               o    anticipated amounts of future contractual obligations; and
               o    expectations regarding the impact of potential litigation
                    including litigation, inter alia, relating to PREMPRO,
                    PREMARIN, the prior formulation of ROBITUSSIN and the prior
                    formulation of DIMETAPP; the nationwide class action
                    settlement relating to REDUX and PONDIMIN; and additional
                    litigation charges related to REDUX and PONDIMIN, including
                    those for opt outs from the national settlement.

          All forward-looking statements address matters involving numerous
          assumptions, risks and uncertainties, which may cause actual results
          to differ materially from those expressed or implied by us in those
          statements. Accordingly, we caution you not to place undue reliance on
          these forward-looking statements, which speak only as of the date on
          which they were made. From time to time, we also may provide oral or
          written forward-looking statements in other materials we release to
          the public. Additionally, we undertake no obligation to publicly
          update or revise any forward-looking statements, whether as a result
          of new information, future developments or otherwise. As permitted by
          the Private Securities Litigation Reform Act of 1995, the Company is
          hereby filing the following cautionary statements identifying
          important factors, which among others, could cause the Company's
          actual results to differ materially from expected and historical
          results:

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

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

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

          Competitive factors, such as (i) new products developed by our
          competitors that have lower prices or superior performance features or
          that are otherwise competitive with our current products; (ii)
          technological advances and patents attained by our competitors; (iii)


                                       39
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended March 31, 2004


          changes in promotional regulations or practices; (iv) development of
          alternative therapies; (v) potential generic competition for PREMARIN
          and for other health care products as such products mature and patents
          or marketing exclusivity expire on such products; (vi) problems with
          licensors, suppliers and distributors; (vii) business combinations
          among our competitors and major customers; and (viii) ability to
          attract and retain management and other key employees;

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

          Difficulties and delays inherent in pharmaceutical research, product
          development, manufacturing and commercialization, such as, (i) failure
          of new product candidates to reach market due to efficacy or safety
          concerns, inability to obtain necessary regulatory approvals and the
          difficulty or excessive cost to manufacture; (ii) the inability to
          identify viable new chemical compounds; (iii) difficulties in
          successfully completing clinical trials; (iv) difficulties in
          manufacturing complex products, particularly biological products, on a
          commercial scale; (v) difficulty in gaining and maintaining market
          acceptance of approved products; (vi) seizure or recall of products;
          (vii) the failure to obtain, the imposition of limitations on the use
          of, or loss of patent and other intellectual property rights; (viii)
          failure to comply with current Good Manufacturing Practices and other
          applicable regulations and quality assurance guidelines that could
          lead to temporary manufacturing shutdowns, product shortages and
          delays in product manufacturing; and (ix) other manufacturing or
          distribution problems;

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

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

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

          Legal difficulties, any of which can preclude or delay
          commercialization of products or adversely affect profitability, such
          as (i) product liability litigation related to our products including,
          without limitation, litigation associated with the prior formulation
          of DIMETAPP, the prior formulation of ROBITUSSIN, PREMPRO, PREMARIN,
          and


                                       40
<PAGE>

           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations
                        Three Months Ended March 31, 2004

          our former diet drug products, REDUX and PONDIMIN; (ii) claims
          asserting violations of antitrust, securities, or other laws; (iii)
          tax matters; (iv) intellectual property disputes or changes in
          intellectual property legal protections and remedies; (v)
          environmental matters, including obligations under the Comprehensive
          Environmental Response, Compensation and Liability Act, commonly known
          as Superfund; and (vi) complying with the consent decree with the FDA;

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

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

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


                                       41
<PAGE>

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

          The market risk disclosures appearing on page 70 of the Company's 2003
          Annual Report as incorporated by reference in the Form 10-K have not
          materially changed from December 31, 2003. At March 31, 2004, the fair
          values of the Company's financial instruments were as follows:

                                                   Carrying         Fair
                                     Notional/       Value          Value
          (In millions)               Contract     ------------------------
          Description                   Amount       Assets (Liabilities)
          ---------------------      ---------     ------------------------
          Forward contracts (1)       $1,396.8        $(2.1)          $(2.1)
          Option contracts (1)         1,196.1        (27.8)          (27.8)
          Interest rate swaps          5,300.0        292.8           292.8
          Outstanding debt (2)         7,978.3     (8,271.0)       (8,676.2)

          (1)  If the value of the U.S. dollar were to strengthen or weaken by
               10%, in relation to all hedged foreign currencies, the net
               payable on the forward and option contracts would decrease or
               increase by approximately $143.0.

          (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 $581.2.

          The estimated fair values approximate amounts at which these financial
          instruments could be exchanged in a current transaction between
          willing parties. Therefore, fair values are based on estimates using
          present value and other valuation techniques that are significantly
          affected by the assumptions used concerning the amount and timing of
          estimated future cash flows and discount rates that reflect varying
          degrees of risk. Specifically, the fair value of forward contracts and
          interest rate swaps reflects the present value of the future potential
          gain or (loss) if settlement were to take place on March 31, 2004; the
          fair value of option contracts reflects the present value of future
          cash flows if the contracts were settled on March 31, 2004; and the
          fair value of outstanding debt instruments reflects a current yield
          valuation based on observed market prices as of March 31, 2004.


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

          As of March 31, 2004, the Company carried out an evaluation, under the
          supervision and with the participation of the Company's management,
          including the Chief Executive Officer and Chief Financial Officer, of
          the effectiveness of the design and operation of the Company's
          disclosure controls and procedures pursuant to Exchange Act Rule
          13a-15. Based upon that evaluation, the Chief Executive Officer and
          Chief Financial Officer concluded that the Company's disclosure
          controls and procedures are reasonably effective in design and
          practice to alert them, in a timely manner, to material information
          relating to the Company (including its consolidated subsidiaries)
          required to be included in the Company's periodic SEC filings. During
          the 2004 first quarter, there were no significant changes in the
          Company's internal control over financial reporting or in other
          factors that could materially affect the Company's internal control
          over financial reporting, nor were any corrective actions required to
          be taken by the Company with regard to significant deficiencies or
          material weaknesses in internal control over financial reporting.


                                       42
<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, 2003.

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

          Through March 31, 2004, payments into the REDUX and PONDIMIN national
          settlement funds, individual settlement payments, legal fees and other
          costs totaling $13,182.1 million were paid and applied against the
          litigation accrual. At March 31, 2004, $3,417.9 million of the
          litigation accrual remained.

          In a joint motion filed in the U.S. District Court for the Eastern
          District of Pennsylvania on May 4, 2004, the Company, counsel for the
          plaintiff class in the nationwide settlement and counsel for a number
          of individual class members moved to stay for 60 days the processing
          and payment of Level I and Level II matrix claims and certain
          associated court proceedings. That motion was granted by the court on
          May 10, 2004. The stay provides the parties with an opportunity to
          draft and submit to the court a Seventh Amendment to the settlement
          agreement that would create a new claims processing structure, funding
          arrangement and payment schedule for these claims. The proposed
          amendment would require court approval as well as final agreement by
          the Company.

          If finalized and approved, the proposed Seventh Amendment would
          include the following key terms:

               o    The amendment would create an Alternate Claims Facility to
                    process the Level I and Level II matrix claims;
               o    The Company would make some initial payments to facilitate
                    notice to class members and to establish the Alternate
                    Claims Facility. Following approval by the federal court
                    overseeing the settlement and any appellate courts, the
                    Company would make an initial payment of $400 million. The
                    timing of additional payments would be dictated by the rate
                    of review and payment of claims by the Alternate Claims
                    Facility. The Company would ultimately deposit a total of
                    $1,275.0 million into the Alternate Claims Facility;
               o    The Alternate Claims Facility would be run by a claims
                    administrator approved by the court.  All current matrix
                    Level I and II claimants who pass the Alternate Claims
                    Facility medical review and otherwise satisfy the
                    requirements of the settlement would receive a pro rata
                    share of the $1,275.0 million amount, net of expenses.
                    The pro rata amount would vary depending upon the number
                    of claimants, the nature of their claims, their age and
                    other factors.  A current matrix Level I or II claimant
                    who chooses not to undergo the Alternate


                                       43
<PAGE>

                    Claims Facility medical  review,  or who does not qualify
                    for an injury payment after such medical review, would be
                    paid $2,000 by the Alternate Claims Facility;
               o    Class members who are currently eligible to file Level I and
                    Level II matrix claims in the future would receive a $2,000
                    payment out of the assets of the existing settlement Trust;
               o    If the participants in the Seventh Amendment later have
                    surgery or other more serious medical conditions on matrix
                    Levels III-V within a specified period in the future, they
                    would remain eligible to submit claims to the existing
                    settlement Trust and be paid the current matrix amounts if
                    they qualify for such payments under the terms of the
                    settlement agreement. In the event the existing settlement
                    Trust is unable to pay those claims, the Company would
                    guarantee payment;
               o    Class members would have the right to opt out of the Seventh
                    Amendment and to remain bound by the terms of the existing
                    national settlement. The Company, however, would have the
                    right to withdraw from the Seventh Amendment if
                    participation by class members is inadequate or for other
                    reasons. All class members who participate in the Seventh
                    Amendment would give up any further opt-out rights.

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

          On April 27, 2004, a jury in Beaumont, Texas hearing the case of
          Coffey, et al. v. Wyeth, et al., No. E-167,334, 172nd Judicial
          District Court, Jefferson Cty., TX, returned a verdict in favor of the
          plaintiffs for $113.353 million in compensatory damages and $900.0
          million in punitive damages for the wrongful death of the plaintiffs'
          decedent, allegedly as a result of PPH caused by her use of PONDIMIN.
          Judgment has not yet been entered on the jury's verdict. Following the
          trial court's entry of judgment, the Company will pursue motions for a
          new trial or for judgment notwithstanding the verdict, including a
          request for application of Texas' statutory cap on punitive damage
          awards, which would significantly reduce the amount of the punitive
          damage award. Plaintiffs have indicated that they believe that the
          verdict returned by the jury provides a basis for the trial court to
          deny application of the statutory cap. Should the trial court deny the
          Company's motions, the Company believes that it has strong arguments
          for reversal or reduction of the awards on appeal due to the
          significant number of legal errors made during trial and in the charge
          to the jury and due to a lack of evidence to support aspects of the
          verdict. It would also contest on appeal any refusal by the trial
          court to apply the statutory cap on punitive damages and believes that
          it has strong arguments for application of the cap. In the event of an
          appeal, the Company will be required to post a bond, which, under
          Texas law, may not exceed $25.0 million. The appeal process is
          expected to take one to two years at a minimum.

          As of April 30, 2004, the Company was a defendant in approximately 350
          lawsuits in which the plaintiff alleges a claim of PPH, alone or with
          other alleged injuries. Almost all of these claimants must meet the
          definition of PPH set forth in the national settlement agreement in
          order to pursue their claims outside of the national settlement
          (payment of


                                       44
<PAGE>

          such claims, by settlement or judgment, would be made by the Company
          and not the Trust). Approximately 55 of these cases appear to be
          eligible to pursue a PPH lawsuit under the terms of the national
          settlement. In approximately 80 of these cases the Company expects the
          PPH claims to be voluntarily dismissed by the claimants (although they
          may continue to pursue other claims). In approximately 40 of these
          cases the Company has filed or expects to file motions under the terms
          of the national settlement to preclude plaintiffs from proceeding with
          their PPH claims. For the balance of these cases, the Company
          currently has insufficient medical information to assess whether or
          not the claimants meet the definition of PPH under the national
          settlement. The Company continues to work toward resolving the claims
          of individuals who allege that they have developed PPH as a result
          of their use of the diet drugs and intends vigorously to defend those
          PPH cases that cannot be resolved prior to trial.

          In the litigation involving PREMARIN and PREMPRO, the Company's
          estrogen and estrogen/progestin therapies, respectively, an additional
          putative class action lawsuit has been filed. The putative class
          representative in Gorner, et al. v. Wyeth, No. 518618, 19th Dist.,
          Parish of E. Baton Rouge, La., is seeking to represent a class of
          Louisiana women who purchased and ingested PREMPRO for at least five
          years and subsequently developed lobular or ductal breast cancer or
          ovarian cancer as a result. Compensatory and punitive damages are
          being sought. The Company is currently defending approximately 345
          individual actions and approximately 55 multi-plaintiff actions in
          various courts for personal injuries allegedly arising out of the use
          of PREMARIN or PREMPRO, including breast cancer, stroke and heart
          disease. Together, these cases assert claims on behalf of
          approximately 855 women allegedly injured by PREMPRO or PREMARIN.

          In the litigation involving the Company's cough/cold products that
          contained the ingredient phenylpropanolamine (PPA), the Company is
          currently a named defendant in approximately 810 lawsuits (on behalf
          of a total of approximately 1,550 plaintiffs). Eighteen PPA cases
          involving the Company are currently scheduled for trial during 2004.

          In the litigation alleging that the cumulative effect of thimerosal, a
          preservative used in certain vaccines manufactured and distributed by
          the Company as well as by other vaccine manufacturers, causes severe
          neurological damage, including autism in children, the Company has
          been served with approximately 360 lawsuits. Thirty-six former Vaccine
          Court claimants are currently proceeding in civil actions against the
          Company, having either elected to discontinue proceeding in the
          Omnibus Autism Proceeding following expiration of the 240-day period
          or having elected to reject an earlier judgment by the Vaccine Court.
          Approximately 282 other claimants have proceeded in Vaccine Court for
          over 240 days and are potentially eligible to withdraw from Vaccine
          Court, but have not yet done so.

          In the litigation involving allegations that the Company and other
          pharmaceutical companies engaged in fraud relating to the alleged
          manipulation of the Average Wholesale Price (AWP) of their drugs, two
          previously-reported cases have been voluntarily dismissed. Turner, et
          al. v. Wyeth, et al., No. C02-5006BZ, U.S.D.C., N.D. Cal., and
          Thompson v. Abbott Laboratories, Inc., et al., No. C-02-4450-B2,
          U.S.D.C.,


                                       45
<PAGE>

          N.D. Cal., were putative class actions on behalf of
          California patients and third-party payers who allegedly had been
          injured by the defendants' alleged manipulation of the AWPs for their
          pharmaceutical products. These cases sought equitable and injunctive
          relief, including restitution under California's unfair and deceptive
          practices statute.

          In the litigation brought on behalf of direct and indirect purchasers
          of K-Dur 20, in which the plaintiffs allege that the Company's
          settlement of certain patent infringement litigation with
          Schering-Plough Corporation unlawfully delayed the market entry of
          generic competition for K-Dur 20, the Company recently entered into an
          agreement to settle the putative class action brought on behalf of
          direct purchasers of K-Dur 20. The settlement, pursuant to which the
          Company makes no admission of wrongdoing or liability, will not become
          final until approved by the federal district court overseeing the
          Multi-District Litigation (MDL). In re K-Dur Antitrust Litigation,
          MDL 1419, U.S.D.C., D.N.J. In addition, the MDL court recently
          entered an order providing for the remand of certain actions that
          were originally filed in various state courts. Pursuant to this order,
          several state-filed actions that were being coordinated as part of the
          MDL proceedings will be remanded to the state courts in which they
          were originally filed.

          In September 2003, the U.S. Court of Appeals for the Federal Circuit
          affirmed the District Court's holding of liability that the University
          of Colorado employees are the sole inventors of the MATERNA
          formulation patent and the awards of $55.7 million in compensatory
          damages, together with $1.0 million in exemplary damages and
          post-judgment interest. The Company's petition for a rehearing en banc
          was denied. University of Colorado et al. v. American Cyanamid
          Company, No. 93-K-1657, U.S.D.C., D.Col. The Company paid the
          outstanding judgment and the accrued post-judgment interest in the
          amount of $58.13 million in January 2004. On April 19, 2004, the
          Company's petition to the U.S. Supreme Court seeking a writ of
          certiorari was denied, thereby concluding this action.

          In September 2002, Israel Bio-Engineering Project (IBEP) filed an
          action against Amgen, Immunex, the Company and one of the Company's
          subsidiaries (Docket No. C02-6880 ER, D.Ca.) alleging infringement of
          U.S. Patent 5,981,701, by the manufacture, offer for sale,
          distribution and sale of ENBREL. IBEP is not the assignee of record of
          this patent, but is alleging ownership. IBEP seeks an accounting of
          damages and of any royalties or license fees paid to a third party and
          seeks to have the damages trebled on account of alleged willful
          infringement. IBEP also seeks to require the defendants to take a
          compulsory non-exclusive license. Under its agreement with Amgen for
          the promotion of ENBREL, the Company has an obligation to pay a
          portion of the patent litigation expenses related to ENBREL in the
          U.S. and Canada as well as a portion of any damages or other monetary
          relief awarded in such patent litigation. Yeda Research and
          Development Co., Ltd., the assignee of record of the patent,
          intervened in the case and filed a summary judgment motion seeking a
          ruling that it is the owner of the patent. On February 18, 2004, the
          court granted summary judgment in favor of the defendants that IBEP
          does not own the `701 Patent, which IBEP has appealed to the U.S.
          Court of Appeals for the Federal Circuit.


                                       46
<PAGE>

          In April 2004, the Company received notification from Teva
          Pharmaceuticals USA and from Sandoz, Inc. that Abbreviated New Drug
          Applications had been filed with the FDA seeking approval to market
          generic pantoprazole sodium 20 mg and 40 mg delayed release tablets.
          Pantoprazole sodium is the active ingredient used in PROTONIX. The
          Orange Book lists two patents in connection with PROTONIX tablets. The
          first of these patents covers pantoprazole and expires in July 2010.
          The other listed patent is a formulation patent and expires in
          December 2016. Wyeth's licensing partner Altana Pharma AG, is the
          owner of these patents.

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

          In the opinion of the Company, although the outcome of any legal
          proceedings cannot be predicted with certainty, the ultimate liability
          of the Company in connection with pending litigation (other than the
          litigation involving REDUX and PONDIMIN, the potential effects of
          which are discussed in Note 7 to the consolidated condensed financial
          statements, Contingencies and Commitments) will not have a material
          adverse effect on the Company's financial position but could be
          material to the results of operations or cash flows in any one
          accounting period.


                                       47
<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 or furnished
              by the Company:

              o    January 22, 2004 relating to furnishing Wyeth's earnings
                   results for the 2003 fourth quarter and full year (Item 12
                   disclosure).

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

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

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


                                       48
<PAGE>

                                    Signature
                                    ---------


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

                                      Wyeth
                                      -----
                                  (Registrant)


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



Date: May 10, 2004


                                       49
<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