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

                                   FORM 10-Q

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

For the Quarterly Period Ended September 30, 1997 Commission File Number 1-1225

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

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

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


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

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

                                                 Yes  X      No

The number of shares of Common Stock outstanding as of the close of business on
October 31, 1997:
                                                            Number of
                           Class                       Shares Outstanding
     Common Stock, $0.33-1/3 par value                     649,656,383
                                                           
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<PAGE>  
                                                             
              AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES

                                     INDEX

                                                                   Page No.

Part I - Financial Information                                       2

     Item 1.    Financial Statements:

        Consolidated Condensed Balance Sheets -
           September 30, 1997 and December 31, 1996                  3

        Consolidated Condensed Statements of Income -
           Three Months Ended and Nine Months Ended
           September 30, 1997 and 1996                               4

        Consolidated Condensed Statements of Retained
           Earnings and Additional Paid-in Capital -
           Nine Months Ended September 30, 1997 and 1996             5

        Consolidated Condensed Statements of Cash Flows -
           Nine Months Ended September 30, 1997 and 1996             6

        Notes to Consolidated Condensed Financial Statements        7-9

     Item 2.    Management's Discussion and Analysis of
                Financial Condition and Results of Operations      10-17

Part II - Other Information                                         18

     Item 1.    Legal Proceedings                                  18-20

     Item 6.    Exhibits and Reports on Form 8-K                    20

Signature                                                           21

Exhibit Index                                                      EX-1

                                 - 1 -
<PAGE>                                       
                                        
                       Part I - Financial Information

AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES

The consolidated condensed financial statements included herein have been 
prepared by the Company, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission.  Certain information and footnote 
disclosures normally included in financial statements prepared in accordance 
with generally accepted accounting principles have been condensed or omitted  
pursuant to such rules and regulations; however, the Company believes that 
the disclosures are adequate to make the information presented not misleading.
In the opinion of management, the financial statements include all adjustments
necessary to present fairly the financial position of the Company as of 
September 30, 1997 and December 31, 1996, the results of its operations for the
three months and nine months ended September 30, 1997 and 1996, and its cash 
flows and the changes in retained earnings and additional paid-in capital for 
the nine months ended September 30, 1997 and 1996.  It is suggested that these
financial statements and management's discussion and analysis of financial 
condition and results of operations be read in conjunction with the financial 
statements and the notes thereto included in the Company's 1996 Annual Report 
on Form 10-K and Quarterly Reports on Form 10-Q for the quarters ended 
March 31 and June 30, 1997.
                                 - 2 -
<PAGE> 

<TABLE>                                 
            AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED CONDENSED BALANCE SHEETS
                 (In Thousands Except Per Share Amounts)
<CAPTION>
                                             September 30, December 31,
                                                    1997          1996
<S>                                          <C>           <C>
ASSETS
Cash and cash equivalents .................... $1,089,258   $1,322,297
Marketable securities ........................     53,804      221,820
Accounts receivable less allowances ..........  2,697,693    2,541,714
Inventories:
     Finished goods ..........................  1,116,727    1,121,055
     Work in progress ........................    679,124      567,240
     Materials and supplies...................    696,915      701,074
                                                2,492,766    2,389,369
Other current assets including deferred taxes.  1,132,390      995,219
     Total Current Assets                       7,465,911    7,470,419
Property, plant and equipment.................  6,666,300    6,254,666
     Less accumulated depreciation ...........  2,450,679    2,217,933
                                                4,215,621    4,036,733
Goodwill and other intangibles, net of 
     accumulated amortization ................  8,611,623    8,517,610
Other assets including deferred taxes ........    881,261      760,581
     Total Assets                             $21,174,416  $20,785,343
LIABILITIES
Loans payable ................................    $53,758      $76,574
Trade accounts payable .......................  1,114,235      940,076
Accrued expenses .............................  3,097,959    2,810,223
Accrued federal and foreign taxes ............    499,554      510,762
     Total Current Liabilities                  4,765,506    4,337,635
Long-term debt ...............................  5,747,785    6,020,575
Other noncurrent liabilities .................  2,159,881    2,486,375
Postretirement benefit obligations other 
     than pensions ...........................    816,969      782,342
Minority interests ...........................    222,603      196,324
STOCKHOLDERS' EQUITY
$2 convertible preferred stock, par value
     $2.50 per share .........................         73           79
Common stock, par value $0.33-1/3 per share ..    216,401      213,328
Additional paid-in capital ...................  2,371,557    2,034,337
Retained earnings ............................  5,145,082    4,756,270
Currency translation adjustments .............   (271,441)     (41,922)
     Total Stockholders' Equity ..............  7,461,672    6,962,092
     Total Liabilities and Stockholders' 
       Equity.................................$21,174,416  $20,785,343
</TABLE>

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

                                 - 3 -
<PAGE> 

<TABLE>
              AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                    (In Thousands Except Per Share Amounts)
<CAPTION>
                               Three Months            Nine Months
                             Ended September 30,   Ended September 30,
                          1997        1996         1997         1996
<S>                     <C>         <C>         <C>         <C>
Net Sales.............. $3,481,870  $3,470,922  $10,584,647 $10,607,557


Cost of goods sold ....    970,666   1,058,950    3,061,606   3,427,536
Selling, general and 
  administrative 
  expenses.............  1,300,736   1,267,663    3,967,288   3,914,852
Research and 
  development 
  expenses ............    378,273     350,823    1,130,081   1,048,471
Interest expense, net..     93,249     104,577      294,758     341,258
Other income, net .....    (13,160)     (4,546)     (62,991)    (52,538)
Special charges .......    180,000           -      180,000           -
                                                                        
Income before federal 
  and foreign taxes ...    572,106     693,455    2,013,905   1,927,978
Provision for taxes ...    136,574     202,330      542,604     556,213

Net Income ............   $435,532    $491,125   $1,471,301  $1,371,765
                                                                        
Net Income per Share
  of Common Stock .....      $0.67       $0.77        $2.28       $2.16

Dividends per share 
  of common stock .....      $0.41      $0.385        $1.23      $1.155
  
Average number of 
  common shares 
  outstanding during 
  the period used in 
  the computation of 
  net income per share 
  of common stock .....    649,009     637,410      645,716     633,920
</TABLE>

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

                                 - 4 -
<PAGE>

<TABLE>
               AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
              CONSOLIDATED CONDENSED STATEMENTS OF RETAINED EARNINGS
                          AND ADDITIONAL PAID-IN CAPITAL
                                  (In Thousands)
<CAPTION>
                                        Nine Months Ended September 30,
RETAINED EARNINGS                             1997         1996
<S>                                     <C>               <C>
      Balance, beginning of period .....$4,756,270         $3,875,224

      Add:  Net income ................. 1,471,301          1,371,765
                                         6,227,571          5,246,989

      Less: Cash dividends declared .... 1,074,713*           731,383
            Cost of treasury stock 
              acquired (less amounts
              charged to capital) and
              other items ..............     7,776              3,580
                                         1,082,489            734,963

      Balance, end of period............$5,145,082         $4,512,026
      
ADDITIONAL PAID-IN CAPITAL
      Balance, beginning of period .... $2,034,337         $1,515,154

      Add:  Excess over par value 
              of common stock issued ..    338,185            360,688

      Less: Cost of treasury 
              stock acquired (less 
              amounts charged to 
              retained earnings) .......       965              1,025

      Balance, end of period ...........$2,371,557         $1,874,817
</TABLE>                                                                     

*  Reflects the 1997 fourth quarter common stock dividend of $0.43 
   per share ($279,157 in the aggregate) declared on 
   September 25, 1997 and payable on December 1, 1997.

The accompanying notes are an integral part of these consolidated condensed 
statements.
                                 - 5 -
<PAGE>
                                 
<TABLE>
              AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (In Thousands)
<CAPTION>
                                         Nine Months Ended September 30,
                                             1997              1996
<S>                                      <C>               <C>
Operating Activities                                        
Net income ............................... $1,471,301       $1,371,765
Adjustments to reconcile net income to net 
cash provided from operating activities:
   Special Charges .......................    180,000                -
   Gains on sales of businesses 
     and other assets ....................   (123,156)         (51,069)
   Depreciation and amortization .........    554,301          510,316
   Deferred income taxes .................   (291,470)         (29,076) 
   Changes in working capital, net........   (333,330)        (107,264)
   Other, net ............................   (277,214)          27,792
Net cash provided from operating                        
   activities ............................  1,180,432        1,722,464
   
Investing Activities
Purchases of property, plant and
   equipment .............................   (579,067)        (523,022)
Purchases of businesses, net of 
   cash acquired .........................   (479,694)               -
Proceeds from sales of businesses                      
   and other assets ......................    279,459          200,424
Proceeds from sales of/(purchases of) 
   marketable securities, net ............    168,208          (18,273)
Net cash used for investing activities ...   (611,094)        (340,871)

Financing Activities
Net repayments of debt ...................   (295,637)      (1,107,195)
Dividends paid ...........................   (795,556)        (731,383)
Exercise of stock options ................    324,440          353,692
Purchases of treasury stock ..............    (10,190)          (9,887) 
Net cash used for financing              
   activities ............................   (776,943)      (1,494,773)
Effects of exchange rates on 
   cash balances .........................    (25,434)          (1,629)
Decrease in cash and cash equivalents ....   (233,039)        (114,809)
Cash and cash equivalents, beginning 
   of period .............................  1,322,297        1,802,397 
Cash and cash equivalents, end 
   of period ............................. $1,089,258       $1,687,588

The accompanying notes are an integral part of these consolidated condensed
statements.
 
Supplemental Information            
Interest payments                            $366,181         $460,911
Income tax and related interest 
   payments, net of refunds                   845,813          304,405
</TABLE>
                                 - 6 -
<PAGE>
           
                AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
              
                NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Note 1.   Special Charges

          On September 15, 1997, the Company announced the voluntary market 
          withdrawal of fenfluramine, manufactured and sold 
          under the name PONDIMIN, and dexfenfluramine, marketed under 
          the name REDUX.  The Company took this action and withdrew 
          the products on the basis of new, preliminary information 
          regarding heart valve abnormalities in patients using these 
          medications.  The 1997 third quarter and first nine months 
          results of operations include special charges aggregating    
          $180.0 million ($117.0 million after-tax or $0.18 per share).  
          The special charges reflect the one-time costs associated 
          with the voluntary market withdrawal and include provisions 
          for product returns, notification and administrative handling
          fees, the writedown of inventory and supplies, and other 
          related costs.  These costs do not include provisions for any
          subsequent charges which may result from legal actions 
          related to these products.

Note 2.   Contingencies

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

          The Company has been named as a defendant in numerous legal 
          actions, many of which are purported class actions, relating 
          to PONDIMIN and/or REDUX, which the Company estimates were 
          used in the U.S. prior to their voluntary market withdrawal 
          by approximately six million people (see Note 1).  It is 
          likely that additional legal actions, including purported 
          class actions, will be filed.  These actions typically allege,
          among other things, that the use of PONDIMIN and/or REDUX,
          independently or in combination with the prescription drug 
          phentermine (which the Company does not manufacture, 
          distribute or market), causes certain serious conditions, 
          including valvular heart disease. The Company believes that it
          has meritorious defenses to these actions and that it has 
          acted properly at all times in dealing with PONDIMIN and
          REDUX matters.

          In the opinion of the Company, although the outcome of any 
          legal proceedings cannot be predicted with certainty, the 
          ultimate liability of the Company in connection with its 
          legal proceedings will not have a material adverse effect on
          the Company's financial position but could be material to the 
          results of operations in any one accounting period.
          
                                 - 7 -
<PAGE>
                                 
                AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
              
               NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                
Note 3.   Solvay S.A. Animal Health Acquisition

          On February 28, 1997, the Company completed the acquisition of
          the worldwide animal health business of Solvay S.A. for 
          approximately $460 million.  The acquisition was financed 
          partially through the issuance of commercial paper and was 
          accounted for under the purchase method of accounting.  The
          purchase price exceeded the net assets acquired by 
          approximately $328 million which is being amortized over 
          periods of 20 to 40 years.

Note 4.   Derivatives and Other Financial Instruments

          Cash and cash equivalents consist primarily of certificates of
          deposit, time deposits and other short-term, highly liquid 
          securities with original maturities of three months or less 
          and are stated at cost, which approximates fair value.

          Long-term debt is stated at face value which approximates fair
          value.

          The Company enters into interest rate swap and foreign currency
          agreements to manage specifically identifiable risks.  The 
          unleveraged interest rate swap agreements convert a portion 
          of the commercial paper from a floating rate obligation to a 
          fixed rate obligation.  The short-term (approximately 30 days) 
          foreign exchange forward contracts are part of the Company's
          management of foreign currency exposures.  The Company does 
          not speculate on interest or foreign currency exchange rates.

          Interest rate swap agreements are accounted for under the 
          accrual method.  Amounts to be paid to the counter-parties of
          the agreements are accrued during the period to which the 
          payments relate and are reflected in interest expense.  The 
          related amounts payable to the counter-parties are included 
          in accrued expenses.  The fair value of the swap agreements is
          not recognized in the consolidated condensed financial 
          statements since the agreements are accounted for as hedges.

          If the swap agreements are terminated prior to maturity, any 
          gains or losses resulting from the termination are deferred 
          and amortized as an adjustment to interest expense over the 
          remaining life of the terminated swaps.

          Foreign currency agreements are accounted for under the fair 
          value method.  The fair value of the foreign currency 
          agreements is carried on the balance sheet with changes in 
          fair value recognized in the results of operations offsetting 
          any gains and losses recognized on the underlying hedged 
          transactions.

                                 - 8 -
<PAGE>
  
                AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
              
               NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Note 5.   Earnings per Share

          In February 1997, Statement of Financial Accounting Standards
          ("SFAS") No. 128 - "Earnings per Share" was issued and is 
          effective for interim and annual reporting periods ending 
          after December 15, 1997.  SFAS No. 128 will require the 
          presentation of Basic Earnings per Share and Diluted 
          Earnings per Share in the Company's Consolidated Statements
          of Income. Net Income per Share of Common Stock presented in
          these financial statements is equivalent to Basic Earnings 
          per Share.  Pro forma Diluted Earnings per Share for the
          three months ended September 30, 1997 and 1996 were $0.65 and
          $0.75. Pro forma Diluted Earnings per Share for the nine 
          months ended September 30, 1997 and 1996 were $2.23 and 
          $2.13.

 Note 6.  Other Recently Issued Accounting Standards

          In June 1997, SFAS No. 130 - "Reporting Comprehensive Income"
          and SFAS No. 131 - "Disclosures about Segments of an 
          Enterprise and Related Information" were issued and are 
          effective for periods beginning after December 15, 1997.  
          SFAS No. 130 establishes standards for reporting comprehensive
          income and its components.  SFAS No. 131 establishes standards
          for reporting financial and descriptive information regarding 
          an enterprise's operating segments.  These standards increase 
          financial reporting disclosures only and will have no impact
          on the Company's financial position or results of operations.
          
                                 - 9 -
<PAGE>
                                 
          Management's Discussion and Analysis of Financial Condition

                           and Results of Operations

             Three Months and Nine Months Ended September 30, 1997

Results of Operations

Management's discussion and analysis of results of operations for the 1997 
third quarter and first nine months has been presented on an as-reported basis
except for sales variation explanations which are presented on an as-reported
and pro forma basis.  The pro forma sales results reflect businesses acquired 
and divested in 1997 and 1996 assuming the transactions occurred as of 
January 1, 1996.  This activity includes the acquisition of the worldwide 
animal health business of Solvay S.A. in 1997 and the divestitures of the 
American Home Foods business and the Symbiosis surgical products business in 
1996.

On an as-reported basis, worldwide net sales for the 1997 third quarter and 
first nine months were comparable to prior year levels.  On a pro forma 
basis, worldwide net sales increased 6% for both the 1997 third quarter and
first nine months.  The increases in pro forma worldwide net sales in both 
periods were due primarily to higher domestic sales of pharmaceuticals.  
Results for the 1997 first nine months also reflect higher worldwide sales of
agricultural products. Worldwide net sales were impacted by unfavorable 
foreign exchange effects of 3% for the 1997 third quarter and 2% for the first 
nine months.

The following tables set forth worldwide net sales results by major product
category and industry segment together with the percentage changes in "As-
Reported" and "Pro Forma" worldwide net sales from comparable periods in the
prior year:
<TABLE>
<CAPTION>
                           Three Months       As-Reported   Pro Forma
($ in Millions)          Ended September 30,  % Increase    % Increase
Net Sales to Customers     1997       1996     (Decrease)   (Decrease)
<S>                      <C>         <C>      <C>           <C>
Health Care Products:
  Pharmaceuticals         $2,284.4   $2,026.1      13%           9%
  Consumer Health Care       558.0      564.6     (1)%          (1)%
  Medical Devices            321.7      321.2       -             -
                                                
Total Health Care 
  Products                 3,164.1    2,911.9      9%            6%

Agricultural Products        317.7      304.3      4%            4%

Food Products                    -      254.8    (100)%          -
                                                        
Consolidated Net Sales    $3,481.8   $3,471.0       -            6%
</TABLE>

                                 - 10 -
<PAGE>                                 

 
          Management's Discussion and Analysis of Financial Condition

                           and Results of Operations

             Three Months and Nine Months Ended September 30, 1997
<TABLE>
<CAPTION>
                             Nine  Months       As-Reported  Pro Forma
($ in Millions)            Ended September 30,  % Increase   % Increase
Net Sales to Customers      1997        1996    (Decrease)  (Decrease)
<S>                      <C>         <C>        <C>         <C>  
Health Care Products:
  Pharmaceuticals        $6,317.3    $5,705.0      11%           8%
  Consumer Health Care    1,499.3     1,496.2       -            -
  Medical Devices           972.2       995.0      (2)%         (1)%
   
Total Health Care 
  Products                8,788.8     8,196.2      7%            6%
  
Agricultural Products     1,795.8     1,707.3      5%            5%

Food Products                   -       704.1    (100)%          -
                                                           
Consolidated Net Sales  $10,584.6   $10,607.6       -            6%
</TABLE>
   
The following sales variation explanations are presented on an as-reported and
pro forma basis:

     On an as-reported basis, worldwide pharmaceutical sales increased 13% for
     the 1997 third quarter and 11% for the first nine months.  On a pro forma
     basis, after adjusting for the acquisition of the worldwide animal health
     business of Solvay S.A. in February 1997, worldwide pharmaceutical sales
     increased 9% for the 1997 third quarter and 8% for the first nine months
     due primarily to higher sales of PREMARIN products, EFFEXOR, CORDARONE,
     ZOTON, infant nutritionals, ZOSYN (marketed internationally as TAZOCIN),
     NAPRELAN (introduced in the 1996 second quarter), BENEFIX (introduced in
     the 1997 first quarter) and DURACT (introduced in the 1997 third quarter)
     offset, in part, by lower sales of other pharmaceuticals.  Worldwide
     pharmaceutical results for the 1997 third quarter also reflect lower 
     sales of antiobesity products and LODINE.  On an as-reported basis, U.S.
     pharmaceutical sales increased 18% for the 1997 third quarter and 17% for
     the first nine months.  On a pro forma basis, U.S. pharmaceutical sales
     increased 17% for the 1997 third quarter and 16% for the first nine 
     months. The increase in pro forma U.S. pharmaceutical sales for the 1997 
     third quarter consisted of unit volume growth of 14% and price increases
     of 3%.  The increase in pro forma U.S. pharmaceutical sales for the 1997 
     first nine months consisted of unit volume growth of 13% and price 
     increases of 3%. On an as-reported basis, international pharmaceutical 
     sales increased 5% for the 1997 third quarter and 3% for the first nine 
     months.  On a pro forma basis, international pharmaceutical sales 
     decreased 1% for both the 1997 third quarter and first nine months.  
     The decrease in pro forma international pharmaceutical sales for the 
     1997 third quarter consisted of unit volume growth of 5% and price 
     increases of 2% which were offset by unfavorable foreign exchange of 8%.
     The decrease in pro forma international pharmaceutical sales for the 
               
                                 - 11 -
<PAGE>                                 
                                 
          Management's Discussion and Analysis of Financial Condition
               
                            and Results of Operations
             
             Three Months and Nine Months Ended September 30, 1997
     
     1997 first nine months consisted of unit volume growth of 3% and price
     increases of 1% which were offset by unfavorable foreign exchange of 5%.

     On an as-reported and pro forma basis, worldwide consumer health care 
     sales decreased 1% for the 1997 third quarter and were comparable with 
     prior year results for the first nine months.  Worldwide consumer health 
     care results for the 1997 third quarter and first nine months reflect 
     higher sales of ADVIL and CENTRUM products offset, in part, by the effect
     of the disposal of several non-core products in late 1996 and early 1997.
     Worldwide consumer health care results for the 1997 third quarter also 
     reflect lower sales of cough/cold products.  On an as-reported and pro 
     forma basis, U.S. consumer health care sales decreased 5% for the 1997 
     third quarter and 3% for the first nine months.  The decrease in U.S. 
     consumer health care sales for the 1997 third quarter consisted of unit 
     volume declines of 6% offset by price increases of 1%.  The decrease in 
     U.S. consumer health care sales for the 1997 first nine months consisted 
     of unit volume declines of 5% offset by price increases of 2%. On an 
     as-reported and pro forma basis, international consumer health care sales 
     increased 8% for both the 1997 third quarter and first nine months.  The 
     increase in international consumer health care sales for the 1997 third 
     quarter consisted of unit volume growth of 10% and price increases of 3%
     which were offset by unfavorable foreign exchange of 5%.  The increase in
     international consumer health care sales for the 1997 first nine months 
     consisted of unit volume growth of 8% and price increases of 3% which 
     were offset by unfavorable foreign exchange of 3%.

     On an as-reported and pro forma basis, worldwide medical devices sales 
     for the 1997 third quarter were comparable to prior year levels.  On an 
     as-reported basis, worldwide medical devices sales decreased 2% for the 
     1997 first nine months.  On a pro forma basis, after adjusting for the
     divestiture of the Symbiosis surgical products business in March 1996,
     worldwide medical devices sales decreased 1% for the 1997 first nine
     months.  Worldwide medical devices results for both periods reflect lower
     sales of wound closure products offset, in part, by higher sales of 
     needles and syringes.  Worldwide medical devices sales for the 1997 third
     quarter consisted of unit volume growth of 5% which was offset by price 
     decreases of 2% and unfavorable foreign exchange of 3%.  The decrease in
     pro forma worldwide medical devices sales for the 1997 first nine months 
     consisted of unit volume growth of 3% which was offset by price decreases 
     of 1% and unfavorable foreign exchange of 3%.

     On an as-reported and pro forma basis, worldwide agricultural products
     sales increased 4% for the 1997 third quarter and 5% for the first nine
     months due to higher sales of herbicides resulting primarily from 
     increased soybean acreage and new product launches offset, in part, by 
     lower sales of insecticides due primarily to poor weather conditions in 
     several major European markets during the current growing season.  On an 
     as-reported and pro forma basis, U.S. agricultural products sales 
                                 
                                 - 12 -
<PAGE>
                                 
          Management's Discussion and Analysis of Financial Condition

                            and Results of Operations

             Three Months and Nine Months Ended September 30, 1997
  
     increased 8% for the 1997 third quarter and 5% for the first nine months.
     The increase in U.S. agricultural products sales for the 1997 third 
     quarter consisted of unit volume growth of 6% and price increases of 2%.  
     The increase in U.S. agricultural products sales for the 1997 first nine 
     months consisted of unit volume growth of 3% and price increases of 2%.  
     Due to the seasonality of the U.S. agricultural products business, which
     is concentrated primarily in the first six months of the year, U.S. 
     agricultural products sales and results of operations for the 1997 third
     quarter and first nine months are not indicative of the results to be 
     expected in subsequent fiscal quarters or for the full year.  On an 
     as-reported and pro forma basis, international agricultural products sales
     increased 3% for the 1997 third quarter and 5% for the first nine months. 
     The increase in international agricultural products sales for the 1997 
     third quarter consisted of unit volume growth of 5% and price increases of
     5% which were offset by unfavorable foreign exchange of 7%. The increase 
     in international agricultural products sales for the 1997 first nine 
     months consisted of unit volume growth of 7% and price increases of 4% 
     which were offset by unfavorable foreign exchange of 6%.

Cost of goods sold, as a percentage of net sales, decreased to 27.9% for the
1997 third quarter versus 30.5% for the 1996 third quarter, and decreased to
28.9% for the 1997 first nine months versus 32.3% for the 1996 first nine 
months due primarily to favorable pharmaceutical and agricultural products 
sales mix, an overall product mix improvement as higher sales of 
pharmaceuticals and agricultural products replaced the loss of lower margin 
food products sales, and to a lesser extent, cost savings.
          
Selling, general and administrative expenses, as a percentage of net sales,
increased to 37.4% for the 1997 third quarter versus 36.5% for the 1996 third
quarter, and increased to 37.5% for the 1997 first nine months versus 36.9% for
the 1996 first nine months.  Higher marketing and selling expenses related to
recent pharmaceutical and agricultural product introductions were offset by the
elimination of marketing and selling expenses associated with the foods
business.  Higher general and administrative expenses were due, in part, to
increased pension costs and additional goodwill amortization related to the
Genetics Institute and Solvay S.A. animal health acquisitions.

Research and development expenses increased 8% for both the 1997 third quarter
and first nine months due primarily to higher pharmaceutical research and
development expenditures and operating costs related to recent pharmaceutical
research and development facility expansions.

Interest expense, net decreased in the 1997 third quarter and first nine months
due primarily to the reduction in long-term debt during 1996.  Average 
long-term debt outstanding during the 1997 and 1996 third quarter was $5,850.1 
million and $7,024.3 million, respectively.  Average long-term debt outstanding
during the 1997 and 1996 first nine months was $5,884.2 million and $7,251.6 
million, respectively.

                                 - 13 -
<PAGE>
                                 
          Management's Discussion and Analysis of Financial Condition
       
                            and Results of Operations
       
             Three Months and Nine Months Ended September 30, 1997

Other income, net for the 1997 first nine months included the amount paid in
settlement of a lawsuit brought by Johnson & Johnson and its wholly-owned
subsidiary, Ortho Pharmaceutical Corporation.  The settlement was offset by a
previously established reserve for this litigation and a gain on the sale of 
the Company's investment in the common stock of certain publicly traded 
insurance companies.
          
As discussed in Note 1 to the Consolidated Condensed Financial Statements, on
September 15, 1997, the Company announced the voluntary market withdrawal of
fenfluramine, manufactured and sold under the name PONDIMIN, and 
dexfenfluramine, marketed under the name REDUX.  The Company took this action
and withdrew the products on the basis of new, preliminary information 
regarding heart valve abnormalities in patients using these medications.  The 
1997 third quarter and first nine months results of operations include special
charges aggregating $180.0 million ($117.0 million after-tax or $0.18 per 
share).  The special charges reflect the one-time costs associated with the 
voluntary market withdrawal and include provisions for product returns, 
notification and administrative handling fees, the writedown of inventory and 
supplies, and other related costs.  These costs do not include provisions for 
any subsequent charges which may result from legal actions related to these 
products.

As discussed in Note 2 to the Consolidated Condensed Financial Statements and 
in Item 1 - Legal Proceedings of Part II - Other Information, the Company has 
been named as a defendant in numerous legal actions, many of which are 
purported class actions, relating to PONDIMIN and/or REDUX. The Company 
believes that it has meritorious defenses to these actions and that it has 
acted properly at all times in dealing with PONDIMIN and REDUX matters.  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 these proceedings will not have a material adverse effect on the Company's
financial position but could be material to the results of operations in any 
one accounting period.

                                 - 14 -
<PAGE>
                                 
          Management's Discussion and Analysis of Financial Condition
  
                            and Results of Operations
  
             Three Months and Nine Months Ended September 30, 1997

The following table sets forth income before taxes by industry segment:
<TABLE>
<CAPTION>
                                Three Months        Nine Months
($ in Millions)            Ended September 30,  Ended September 30,
Income before Taxes        1997       1996      1997         1996
<S>                        <C>        <C>       <C>          <C>
Health Care Products       $698.7(1)  $773.9    $1,979.5(1)  $1,911.5
Agricultural Products         9.1       (7.6)      440.3        355.8
Food Products                   -       53.5         -          113.6
Corporate                  (135.7)    (126.3)     (405.9)      (452.9)

Consolidated Income 
  before Taxes             $572.1     $693.5    $2,013.9     $1,928.0
</TABLE>                                                                   
(1)  1997 includes special charges of $180.0 associated with the 
     voluntary market withdrawal of PONDIMIN and REDUX.


The effective tax rate decreased to 23.9% in the 1997 third quarter from 29.2%
in the 1996 third quarter and decreased to 26.9% in the 1997 first nine months
from 28.8% in the 1996 first nine months due primarily to the reinstatement of
the U.S. research tax credit in the 1997 third quarter and the tax impact of 
the previously discussed special charges associated with the voluntary market
withdrawal of PONDIMIN and REDUX.

Net income and net income per share decreased 11% and 13% for the 1997 third
quarter compared to the 1996 third quarter results and increased 7% and 6% for
the 1997 first nine months compared to the 1996 first nine months results.
Results for the 1997 third quarter and first nine months reflect the 
previously discussed special charges associated with the voluntary market 
withdrawal of PONDIMIN and REDUX.  Excluding the special charges, net income 
and net income per share increased 13% and 10% for the 1997 third quarter 
compared to the 1996 third quarter results and increased 16% and 14% for the 
1997 first nine months compared to the 1996 first nine months results.  The 
increases in net income and net income per share for both the 1997 third 
quarter and first nine months excluding the special charges were greater than
the results registered for net sales due primarily to improved pharmaceutical 
and agricultural products sales mix, higher sales of pharmaceuticals and 
agricultural products, cost savings and lower interest expense offset, in part,
by the divestiture of the foods business and higher research and development
expenses.

Competition

The Company is not dependent on any one patent-protected product or line of
products for a substantial portion of its sales or results of operations.
However, PREMARIN, the Company's conjugated estrogens product, which has not 
had patent protection for many years, does contribute significantly to sales 
and results of operations.  PREMARIN is not currently subject to generic 

                                 - 15 -
<PAGE>
                                 
          Management's Discussion and Analysis of Financial Condition
          
                            and Results of Operations
           
             Three Months and Nine Months Ended September 30, 1997

competition in the United States and, on May 5, 1997, the U.S. Food and Drug 
Administration (FDA) announced that it will not approve synthetic generic 
conjugated estrogens products at this time because these products have not 
been shown to contain the same active ingredient as PREMARIN.  The FDA further
stated that, until the full composition of PREMARIN is determined, a synthetic
generic version cannot be approved, although a generic product derived from the
same natural source could be approved earlier under certain circumstances.  
Although the Company believes that, as a result of this announcement, PREMARIN
is not likely to face generic competition in the near term, it cannot predict 
the timing or outcome of continued efforts to obtain approval for a generic 
conjugated estrogens product.
          
Liquidity, Financial Condition and Capital Resources

Cash and cash equivalents decreased $233.0 million in the 1997 first nine 
months to $1,089.3 million.  Cash flows from operating activities of 
$1,180.4 million, proceeds from sales of other assets and marketable securities
of $447.7 million and proceeds from the exercise of stock options of $324.4 
million were used principally for dividend payments of $795.6 million, capital
expenditures of $579.1 million, the purchase of the worldwide animal health 
business of Solvay S.A. for $460.0 million, and long-term debt reduction of 
$295.6 million.  Cash flows from operating activities for the 1997 first nine
months were impacted by payments of $381.8 million related to certain 
previously accrued long-term tax liabilities which were required to be paid 
in connection with the filing of a tax claim and a $200.0 million contribution
to the U.S. defined benefit pension plan.  Due to seasonality of the U.S. 
agricultural products business, a significant portion of the annual U.S. 
agricultural products sales are recorded in the first six months of the year;
however, a significant amount of the related accounts receivable are not 
collected until the third quarter.  As a result, cash flows from operating 
activities for the 1997 first nine months are not indicative of the results
to be expected for the full year.

Capital expenditures included strategic investments in manufacturing and
distribution facilities worldwide and the expansion of the Company's research
and development facilities.

On October 22, 1997, the Company entered into a definitive agreement with 
Bausch & Lomb Incorporated for the sale of the stock of Storz Instrument 
Company and certain other assets relating to the Storz business for $380.0
million in cash.  This transaction, which is subject to certain conditions 
including the receipt of necessary governmental approvals and the closing of 
the acquisition by Bausch & Lomb of Chiron Vision Corporation, is not expected 
to have a material impact on the Company's results of operations.  The Company 
is exploring strategic alternatives for its remaining medical devices business,
including the possible sale of Sherwood-Davis & Geck and Quinton Instrument 
Company.
                                 - 16 -
<PAGE>
 
          Management's Discussion and Analysis of Financial Condition
                           
                            and Results of Operations
             
             Three Months and Nine Months Ended September 30, 1997
 
Cautionary Statements for Forward Looking Information

Management's discussion and analysis set forth above contains certain forward
looking statements, including statements regarding the Company's financial
position, results of operations and potential competition.  These forward
looking statements are based on current expectations.  Certain factors which
could cause the Company's actual results to differ materially from expected 
and historical results have been identified by the Company in Exhibit 99 to the
Company's 1996 Annual Report on Form 10-K which exhibit is hereby incorporated
by reference.

                                 - 17 -
<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 those
          described in the Company's Annual Report on Form 10-K for the year
          ended December 31, 1996 and Quarterly Reports on Form 10-Q for the
          periods ended March 31, 1997 and June 30, 1997.

          In the action for patent infringement pending in U.S. District Court
          (E.D., Pa.), McNeilab Inc. has increased the amount of damages it is
          seeking from $60 million to approximately $77 million (plus $10
          million in interest) against Scandipharm Inc., which would be 
          entitled to seek indemnification from a subsidiary of the Company, 
          Eurand Microencapsulation, S.A.  This action is expected to proceed 
          to trial in late 1997 or early 1998.

          In the brand name prescription drug litigation that has been
          coordinated and consolidated for pretrial purposes under the caption
          In re Brand Name Prescription Drug Antitrust Litigation (MDL 997 N.D.
          Ill.), the U.S. Court of Appeals for the Seventh Circuit has (i)
          dismissed challenges to the settlements of certain defendants,
          including the Company, of the class action case; (ii) reversed the
          District Court's decision and held that the Supreme Court's
          Illinois Brick ruling that indirect purchasers do not have standing
          under federal antitrust laws applies to this litigation; (iii)
          reversed the District Court's grant of summary judgment to the
          wholesaler defendants and to DuPont Merck; and (iv) reversed the
          District Court's ruling that the  Higgins case brought by Alabama
          retailers should not be remanded to Alabama state court.  In the
          similar litigation pending in state courts, the courts in the Maine,
          Michigan and Minnesota indirect consumer purchase cases have denied
          motions to certify the cases as class actions.

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

          As of November 12, 1997, the Company has been served or is aware 
          that it has been named as a defendant in 303 lawsuits as the 
          manufacturer of PONDIMIN and/or the distributor of REDUX.  These 
          lawsuits have been filed on behalf of individuals who claim to have 
          been injured as a result of their use of PONDIMIN and/or REDUX, 
          
                                 - 18 -
<PAGE>
                                 
          either individually or in combination with the prescription drug 
          phentermine (which the Company does not manufacture, distribute or 
          market).  The lawsuits also often name as defendants other 
          distributors and/or retailers of PONDIMIN and/or REDUX, the 
          manufacturers, distributors and/or retailers of phentermine and 
          physicians or other health care providers.  Based on media reports
          and other sources, the Company anticipates that it will be named as
          a defendant in a significant number of additional PONDIMIN and/or 
          REDUX lawsuits in the future.

          Of the 303 lawsuits naming the Company as a defendant, 141 are
          actions that seek certification of a class, some on a national and
          others on a statewide basis.  Of these 141 lawsuits, 101 are
          pending in various federal district courts and 40 are pending in
          various state courts.  A number of the actions brought in state 
          courts have been removed to federal courts. In addition, plaintiffs
          in various federal court actions have filed motions before the 
          Judicial Panel on Multidistrict Litigation to transfer and 
          consolidate all federal litigation of a similar nature for pretrial
          proceedings.  Individual plaintiffs and two associations have filed 
          the remaining lawsuits: 96 individual lawsuits and the 
          associations' lawsuits are pending in various federal district 
          courts and 66 individual lawsuits have been brought in various 
          state courts.

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

          On September 18, 1997, a securities fraud putative class action was
          commenced in U.S. District Court in which the plaintiff alleges that
          the Company (and certain officers and directors named as controlling
          persons under the Securities Exchange Act of 1934) violated the
          Securities Exchange Act of 1934 by failing to disclose material facts
          or making material misstatements of fact regarding alleged adverse
          events associated with REDUX and/or PONDIMIN.  Oran v. American Home
          Products Corporation, et al. (D.N.J.).  The plaintiff seeks to 
          represent a class of individuals who purchased shares of the 
          
                                 - 19 -
<PAGE>
          
          Company's common stock on the open market between March 1, 1997 and 
          September 16, 1997 and seeks compensatory damages in an unspecified 
          amount.

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

Item 6.   Exhibits and Reports on Form 8-K

          (a)   Exhibits

                Exhibit No.         Description

                (10.1)*             Deferred Compensation Plan.
                
                (10.2)*             Executive Retirement Plan.
                
                (11)                Computation of Earnings Per Share.

                (27)                Financial Data Schedule.

          *Denotes management contract or compensatory plan or arrangement
           to be filed as an exhibit hereto.
           
          (b)   Reports on Form 8-K

                A report on Form 8-K regarding the Company's announcement of 
                the voluntary market withdrawal of fenfluramine, manufactured 
                and sold under the name PONDIMIN, and dexfenfluramine, 
                marketed under the name REDUX, was filed on September 15, 1997.
                
                                 - 20 -
<PAGE>

                                   Signature


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

                       AMERICAN HOME PRODUCTS CORPORATION
                                  (Registrant)


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



Date: November 14, 1997

                                 - 21 -
<PAGE>                                 

                                Exhibit Index


 Exhibit No.         Description
 
 
  (10.1)*            Deferred Compensation Plan.
  
  (10.2)*            Executive Retirement Plan.
  
  (11)               Computation of Earnings Per Share.

  (27)               Financial Data Schedule.
  
  
  *Denotes management contract or compensatory plan or arrangement required 
   to be filed as an exhibit hereto.
   
                                 EX-1
<PAGE>