=====================================================================
                                  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 March 31, 2001  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                 (Zip Code)
              offices)


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
April 30, 2001:

                                                   Number of
                Class                          Shares Outstanding
                -----                          ------------------
  Common Stock, $0.33-1/3 par value              1,314,431,905


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


<PAGE>



              AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES

                                      INDEX

                                                                        Page No.

Part I -Financial Information                                               2

      Item 1. Consolidated Condensed Financial Statements:

           Consolidated Condensed Balance Sheets -
            March 31, 2001 and December 31, 2000                            3

           Consolidated Condensed Statements of Operations -
            Three Months Ended March 31, 2001 and 2000                      4

           Consolidated Condensed Statements of Changes in
            Stockholders' Equity - Three Months Ended
            March 31, 2001 and 2000                                         5

           Consolidated Condensed Statements of Cash Flows -
            Three Months Ended March 31, 2001 and 2000                      6

           Notes to Consolidated Condensed Financial Statements            7-11

      Item 2. Management's Discussion and Analysis of
              Financial Condition and Results of Operations               12-20

Part II - Other Information                                                 21

      Item 1.  Legal Proceedings                                          21-22

      Item 6.  Exhibits and Reports on Form 8-K                             23

Signature                                                                   24

Exhibit Index                                                              EX-1





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

                                       1
<PAGE>


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

AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES

The consolidated condensed financial statements included herein have been
prepared by American Home Products Corporation (the "Company"), without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States have been condensed or omitted pursuant to such rules and
regulations; however, the Company believes that the disclosures are adequate to
make the information presented not misleading. In the opinion of management, the
consolidated condensed financial statements include all adjustments necessary to
present fairly the financial position of the Company as of March 31, 2001 and
December 31, 2000, and the results of its operations, cash flows and changes in
stockholders' equity for the three months ended March 31, 2001 and 2000. 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 2000 Annual Report on Form 10-K.

In the 2000 fourth quarter, the Company sold a portion of its ownership in
Immunex Corporation (Immunex) common stock, which reduced the Company's
ownership interest below 50%. As a result, the financial results of Immunex,
which previously were consolidated in the financial results of the Company, were
deconsolidated and included in the financial results of the Company on an equity
basis retroactive to January 1, 2000. Accordingly, alliance revenue relating to
co-promotion agreements between the Company and Immunex was included in
pharmaceutical net revenue for both the 2001 and 2000 first quarters. The 2000
first quarter financial results were restated to reflect the deconsolidation
of Immunex, which had no effect on income from continuing operations.

As of January 1, 2001, the Company early adopted new authoritative accounting
guidance reflecting certain rebates and sales incentives (i.e., coupons and
other rebate programs) as reductions of revenues instead of selling and
marketing expenses. Financial information for all prior periods presented has
been reclassified to comply with the income statement classification
requirements of the new guidance.


                                       2

<PAGE>



              AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                    (In Thousands Except Per Share Amounts)

                                                       March 31,   December 31,
                                                         2001           2000
                                                     -----------  -------------
ASSETS
Cash and cash equivalents                             $3,512,218     $2,644,306
Marketable securities                                    404,572        341,031
Accounts receivable less allowances                    2,484,847      2,740,272
Inventories:
     Finished goods                                      580,027        585,123
     Work in progress                                    651,465        586,656
     Materials and supplies                              351,587        359,948
                                                     -----------  -------------
                                                       1,583,079      1,531,727
Other current assets including deferred taxes          2,343,951      2,923,475
                                                     -----------  -------------
     Total Current Assets                             10,328,667     10,180,811

Property, plant and equipment                          7,798,622      7,578,233
     Less accumulated depreciation                     2,582,062      2,543,409
                                                     -----------  -------------
                                                       5,216,560      5,034,824
Goodwill and other intangibles, net of
     accumulated amortization                          3,993,082      4,052,410
Other assets including deferred taxes                  2,489,926      1,824,421
                                                     -----------  -------------
     Total Assets                                    $22,028,235    $21,092,466
                                                     ===========  =============

LIABILITIES
Loans payable                                            $57,473        $58,717
Trade accounts payable                                   512,778        595,233
Accrued expenses                                       5,139,851      8,831,459
Accrued federal and foreign taxes                        297,247        256,650
                                                     -----------  -------------
     Total Current Liabilities                         6,007,349      9,742,059
Long-term debt                                         7,334,314      2,394,790
Other noncurrent liabilities                           4,535,309      5,226,495
Accrued postretirement benefit obligations
 other than pensions                                     929,739        911,029

STOCKHOLDERS' EQUITY
$2 convertible preferred stock, par value
 $2.50 per share                                              54             55
Common stock, par value $0.33-1/3 per share              437,984        437,258
Additional paid-in capital                             4,004,394      3,952,457
Accumulated deficit                                     (469,070)      (899,118)
Accumulated other comprehensive loss                    (751,838)      (672,559)
                                                     -----------  -------------
     Total Stockholders' Equity                        3,221,524      2,818,093
                                                     -----------  -------------
     Total Liabilities and Stockholders'
      Equity                                         $22,028,235    $21,092,466
                                                     ===========  =============

The accompanying notes are an integral part of these consolidated condensed
financial statements.
                                       3
<PAGE>

                AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                      (In Thousands Except Per Share Amounts)


                                                              Three Months
                                                             Ended March 31,
                                                     --------------------------
                                                          2001         2000
                                                     -----------    -----------
Net revenue                                           $3,449,176     $3,195,852
                                                     -----------    -----------
Cost of goods sold                                       798,603        781,992
Selling, general and administrative expenses           1,285,468      1,164,204
Research and development expenses                        450,989        408,218
Interest expense, net                                      3,939         50,884
Other income, net                                        (70,811)       (66,400)
Termination fee                                             -        (1,709,380)
                                                     -----------    -----------

Income from continuing operations before
 federal and foreign taxes                               980,988      2,566,334
Provision for federal and foreign taxes                  247,434        820,325
                                                     -----------    -----------
Income from continuing operations                        733,554      1,746,009
                                                     -----------    -----------

Discontinued Operations:
 Income from operations of agricultural products
  business (net of federal and foreign taxes of
  $57,289)                                                  -           103,346

 Loss on disposal of agricultural products business
  (including federal and foreign tax charges of
  $855,248)                                                 -        (1,572,993)
                                                     -----------    -----------

Loss from discontinued operations                           -        (1,469,647)
                                                     -----------    -----------
Net income                                              $733,554       $276,362
                                                     ===========    ===========

Basic earnings per share from continuing operations        $0.56          $1.34
Basic loss per share from discontinued operations           -             (1.13)
                                                     -----------    -----------
Basic earnings per share                                   $0.56          $0.21
                                                     ===========    ===========

Diluted earnings per share from continuing
 operations                                                $0.55          $1.32
Diluted loss per share from discontinued operations         -             (1.11)
                                                     -----------    -----------
Diluted earnings per share                                 $0.55          $0.21
                                                     ===========    ===========

Dividends 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>

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


Three Months Ended March 31, 2001:

                                         $2                                                      Accumulated
                                    Convertible                 Additional                         Other            Total
                                     Preferred     Common        Paid-in      Accumulated       Comprehensive    Stockholders'
                                       Stock        Stock        Capital        Deficit            Loss            Equity
                                    ------------   ---------    -----------   ------------      -------------    -------------
<S>                                 <C>            <C>          <C>           <C>               <C>              <C>
Balance at January 1, 2001                   $55    $437,258     $3,952,457      ($899,118)         ($672,559)      $2,818,093

Net income                                                                         733,554                             733,554
Currency translation adjustments                                                                     (112,279)        (112,279)
Unrealized gain on derivative
 contracts                                                                                             31,683           31,683
Unrealized gain on marketable
 securities                                                                                             1,317            1,317
                                                                                                                 -------------
 Comprehensive income                                                                                                  654,275
                                                                                                                 -------------

Cash dividends declared                                                           (302,036)                           (302,036)
Common stock issued for stock
 options                                                 645         51,811                                             52,456
Conversion of preferred stock
 and other exchanges                          (1)         81            126         (1,470)                             (1,264)
                                    ------------   ---------    -----------   ------------      -------------    -------------
Balance at March 31, 2001                    $54    $437,984     $4,004,394      ($469,070)         ($751,838)      $3,221,524
                                    ============   =========    ===========   ============      =============    =============


Three Months Ended March 31, 2000:

                                         $2                                                      Accumulated
                                    Convertible                  Additional                        Other             Total
                                     Preferred      Common        Paid-in       Retained        Comprehensive    Stockholders'
                                       Stock         Stock        Capital       Earnings            Loss            Equity
                                    ------------   ---------    -----------   ------------      -------------    -------------
Balance at January 1, 2000                   $61    $434,639     $3,392,705     $3,000,827          ($613,485)      $6,214,747

Net income                                                                         276,362                             276,362
Currency translation adjustments                                                                      119,388          119,388
Unrealized gain on marketable
 securities                                                                                            14,686           14,686
                                                                                                                 -------------
 Comprehensive income                                                                                                  410,436
                                                                                                                 -------------

Cash dividends declared                                                           (300,084)                           (300,084)
Common stock acquired for treasury                      (817)        (5,310)      (114,232)                           (120,359)
Common stock issued for stock
 options                                                 620         40,781                                             41,401
Conversion of preferred stock
 and other exchanges                          (2)         76          8,266         (2,096)                              6,244
                                    ------------   ---------    -----------   ------------      -------------    -------------
Balance at March 31, 2000                    $59    $434,518     $3,436,442     $2,860,777          ($479,411)      $6,252,385
                                    ============   =========    ===========   ============      =============    =============

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

</TABLE>

                                                                  5
<PAGE>



              AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (In Thousands)


                                                             Three Months
                                                            Ended March 31,
                                                          2001          2000
                                                     -----------    -----------
Operating Activities
--------------------
Income from continuing operations                       $733,554     $1,746,009
Adjustments to reconcile income from
 continuing operations to net cash
 provided from (used for) operating
 activities of continuing operations:
   Gains on sales of assets                               (8,728)       (49,078)
   Depreciation and amortization                         149,644        137,485
   Deferred income taxes                                  53,398        184,613
   Changes in working capital, net                       (99,361)       732,732
   Diet drug litigation payments                      (4,141,615)      (639,639)
   Deconsolidation of Immunex                               -          (236,768)
   Other items, net                                      (99,717)       (17,645)
                                                     -----------    -----------
Net cash provided from (used for) continuing
 operations                                           (3,412,825)     1,857,709
Net cash used for discontinued operations                   -          (260,680)
                                                     -----------    -----------
Net cash provided from (used for) operating
 activities                                           (3,412,825)     1,597,029
                                                     -----------    -----------

Investing Activities
--------------------
Purchases of property, plant and equipment              (361,749)      (238,730)
Proceeds from sales of assets                             24,573         65,504
Proceeds from sales and maturities of
 marketable securities                                    53,300         58,000
Purchases of marketable securities                      (116,841)       (64,288)
                                                     -----------    -----------
Net cash used for investing activities                  (400,717)      (179,514)
                                                     -----------    -----------

Financing Activities
--------------------
Net proceeds from/(repayments of) debt                 4,942,467     (1,036,295)
Dividends paid                                          (302,036)      (300,084)
Exercises of stock options                                52,456         41,401
Purchases of common stock for treasury                      -          (120,359)
                                                     -----------    -----------
Net cash provided from (used for) financing
 activities                                            4,692,887     (1,415,337)
                                                     -----------    -----------
Effects of exchange rates on cash balances               (11,433)        (4,622)
                                                     -----------    -----------
Increase (decrease) in cash and cash
 equivalents                                             867,912         (2,444)
Cash and cash equivalents, beginning of period         2,644,306      1,892,715
                                                     -----------    -----------
Cash and cash equivalents, end of period              $3,512,218     $1,890,271
                                                     ===========    ===========


Supplemental Information
------------------------
Interest payments                                        $76,297       $161,581
Income tax payments, net of refunds                      162,097        133,226

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


                                       6
<PAGE>


                    AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


Note 1.    Credit Facilities and Term Debt Financing
           -----------------------------------------

           In addition to the Company's existing $2,000.0 million credit
           facility, in March 2001, the Company obtained new credit facilities
           totaling $6,000.0 million. The new credit facilities include a
           $3,000.0 million, 364-day credit facility (which support borrowings
           under the commercial paper program). Any borrowings actually drawn
           from the credit facility are extendible for an additional year.
           The portion of commercial paper outstanding at March 31, 2001
           supported by the $3,000.0 million credit facility was classified as
           long-term debt since the Company intends, and has the ability, to
           refinance these obligations through the issuance of additional
           commercial paper or through the use of its $3,000.0 million credit
           facility as described above. The credit facility contains
           substantially identical financial and other covenants,
           representations, warranties, conditions and default provisions as the
           Company's existing $2,000.0 million credit facility, which terminates
           on July 31, 2002.

           In addition, the new credit facilities include a $3,000.0 million,
           364-day bridge facility, which facility was terminated when the
           Company issued $3,000.0 million of Senior Notes (the "Notes") on
           March 30, 2001. On March 30, 2001, the Company issued three tranches
           of Notes in a transaction exempt from registration pursuant to Rule
           144A under the Securities Act of 1933, as amended, as follows:

                - $500.0 million 5.875% Notes due March 15, 2004
                - $1,000.0 million 6.25% Notes due March 15, 2006
                - $1,500.0 million 6.70% Notes due March 15, 2011

           In connection with the Notes, the Company filed a Registration
           Statement on Form S-4 with the Securities and Exchange Commission
           (SEC) on April 27, 2001 in order to offer the holders of the Notes
           the ability to exchange the outstanding Notes for new notes with
           substantially identical terms, but which are registered under the
           Securities Act. The Company's Registration Statement was declared
           effective by the SEC on May 8, 2001.

           Interest on the Notes is payable semi-annually, on March 15 and
           September 15, and is subject to adjustment under certain
           circumstances. The Company entered into two $750.0 million notional
           amount interest rate swaps relating to the $1,500.0 million 6.70%
           Notes. The interest rate swaps are contracts under which the Company
           converted the fixed rate on the $1,500.0 million 6.70% Notes to a
           floating rate of interest over the term of the swap agreements, which
           is the same term as the underlying debt.

           Any proceeds from commercial paper supported by the credit facilities
           and the proceeds from the issuance of the Notes will be used for the
           Company's general corporate and working capital requirements,
           including payments related to the REDUX and PONDIMIN diet drug
           litigation.
                                       7

Note 2.    Discontinued Operations
           -----------------------

           On March 20, 2000, the Company signed a definitive agreement with
           BASF Aktiengesellschaft (BASF) to sell the agricultural products
           business which manufactures, distributes and sells crop protection
           and pest control products worldwide. On June 30, 2000, the sale was
           completed and BASF paid the Company $3,800.0 million in cash and
           assumed certain debt. As a result, the Company recorded an after-tax
           loss on the sale of this business of $1,573.0 million or $1.19 per
           share-diluted and reflected this business as a discontinued operation
           in the 2000 first quarter.


Note 3.    Contingencies and Litigation Settlement
           ---------------------------------------

           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 2000 fourth quarter, the Company recorded a $7,500.0 million
           litigation charge for the estimated final amount required to resolve
           all REDUX and PONDIMIN diet drug litigation, including all
           anticipated payments in connection with the nationwide, class action
           settlement, payments to the opt out claimants with whom the Company
           has agreed to settle, and all anticipated payments to resolve the
           claims of the remaining opt outs and any primary pulmonary
           hypertension (PPH) claimants, as well as all legal fees and other
           costs. The Company recorded an initial litigation charge of $4,750.0
           million, net of insurance, related to the diet drug litigation in the
           1999 third quarter. As of April 15, 2001, the Company has reached
           agreements or agreements in principle to settle the claims of 85% of
           the individuals who initially opted out of the Company's nationwide,
           class action settlement.

           During the 2001 first quarter, payments to the nationwide, class
           action settlement funds, individual settlement payments, legal fees
           and other costs totaling $4,141.6 million were paid and applied
           against the litigation accrual. As of March 31, 2001, $4,024.0
           million of the litigation accrual remained.

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

Note 4.    Restructuring Programs
           ----------------------

           In December 1998, the Company recorded a special charge for
           restructuring and related asset impairments of $321.2 million to
           recognize costs of the reorganization of its worldwide supply chains
           and U.S. distribution systems, and the globalization of certain
           business units. The restructuring will ultimately result in the
           elimination of 3,600 positions

                                       8

           worldwide offset, in part, by 1,000 newly created positions in the
           same functions at other locations. At March 31, 2001, approximately
           3,550 positions had been eliminated, and two distribution centers
           owned by the Company and a leased distribution center had been
           closed. The Company anticipates closing 14 manufacturing plants,
           eight of which were closed in 2000. These plants are continuing their
           phase-out period. The Company currently anticipates closing three
           plants by the end of 2001, two of which were closed in April 2001,
           and the remaining facilities in 2002, assuming no further delays in
           regulatory approvals.

           The activity in the restructuring accruals was as follows:

                                       Personnel     Other Closure/
           (In thousands)                Costs         Exit Costs       Total
           ----------------------      ---------     --------------    -------
           Restructuring accruals
            at December 31, 2000          $6,249            $59,635    $65,884
           Cash expenditures              (5,632)            (4,388)   (10,020)
                                       ---------     --------------    -------
           Restructuring accruals
            at March 31, 2001               $617            $55,247    $55,864
                                       =========     ==============    =======


Note 5.    Foreign Currency Risk Management Programs
           -----------------------------------------

           As of January 1, 2001, the Company adopted Statement of Financial
           Accounting Standards Nos. 133 and 138, which require that all
           derivative financial instruments be measured at fair value and be
           recognized as assets or liabilities on the balance sheet with changes
           in the fair value of the derivatives recognized in either net income
           (loss) or accumulated other comprehensive income (loss), depending on
           the designated purpose of the derivative. The impact on the Company's
           financial results, upon the adoption of these pronouncements, was
           immaterial.

           The Company currently engages in two primary programs to manage its
           exposure to foreign currency risk:

           1.  Short-term foreign exchange forward contracts to manage foreign
               currency balance sheet exposures. As of March 31, 2001, the
               Company recorded $20.2 million in its Statement of Operations
               relating to gains on these foreign exchange forward contracts.
               The $20.2 million consists of gains from contracts settled during
               the 2001 first quarter, as well as contracts outstanding that are
               marked-to-market.

           2.  Cash flow hedging programs to cover currency risk related to
               intercompany inventory sales denominated in foreign currencies
               through the purchase of primarily foreign currency put options.
               As of March 31, 2001, the Company has recorded gains of $31.7
               million in Accumulated other comprehensive loss relating to the
               cash flow hedging programs.

           Refer to the "Quantitative and Qualitative Disclosures About Market
           Risk" section on pages 19 and 20 for further discussion and
           disclosures relating to the Company's foreign currency risk
           management programs.

                                       9

Note 6.    Company Data by Operating Segment
           ---------------------------------

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

                                                                Income from
                                                          Continuing Operations
                                       Net Revenue (1)       before Taxes (2)
                                    --------------------   --------------------
                                         Three Months           Three Months
           (In millions)                Ended March 31,        Ended March 31,
                                    --------------------   --------------------
           Operating Segment          2001        2000        2001       2000
           ---------------------    --------    --------     -------   --------
           Pharmaceuticals (3)      $2,879.3    $2,602.9      $915.5     $744.0
           Consumer Health Care        569.9       593.0       124.0      130.4
                                    --------    --------     --------  --------
                                     3,449.2     3,195.9     1,039.5      874.4
           Corporate (4)                  -           -        (58.5)   1,691.9
                                    --------    --------     --------  --------
           Total                    $3,449.2    $3,195.9      $981.0   $2,566.3
                                    ========    ========     ========  ========

           (1) The Company early adopted new authoritative accounting guidance
           as of January 1, 2001 reflecting certain rebates and sales incentives
           (i.e., coupons and other rebate programs) as reductions of revenues
           instead of selling and marketing expenses. Financial information for
           all prior periods presented has been reclassified to comply with the
           income statement classification requirements of the new guidance.
           These reclassifications had no effect on total net revenue growth
           between the periods presented.

           (2) Includes goodwill amortization for 2001 and 2000 as follows:
           Pharmaceuticals - $34.6 and $38.9, and Consumer Health Care - $6.0
           and $8.0, respectively.

           (3) Effective January 1, 2000, the financial results of Immunex,
           which previously were consolidated in the results of the Company,
           were deconsolidated and included in the financial results of the
           Company on an equity basis. As a result, alliance revenue relating to
           co-promotion agreements between the Company and Immunex is included
           in pharmaceutical net revenue for both 2001 and 2000. The 2000 first
           quarter pharmaceutical net revenue was restated to reflect the
           deconsolidation.

           (4) Corporate for the 2000 first quarter included income of $1,709.4
           resulting from the receipt of a $1,800.0 termination fee provided for
           under the merger agreement with Warner-Lambert Company offset, in
           part, by certain related expenses.



                                       10

<PAGE>


Note 7.    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)                      2001        2000
           ------------------------------------------------------  ----------  ----------
           <S>                                                     <C>         <C>

           Income from continuing operations less preferred
            dividends                                                $733,543  $1,745,997
           Loss from discontinued operations                             -     (1,469,647)
                                                                   ----------  ----------
           Net income less preferred dividends                       $733,543    $276,350
           Denominator:
            Average number of common shares outstanding             1,313,855   1,305,213
                                                                   ----------  ----------

           Basic Earnings per Share from Continuing Operations          $0.56       $1.34
           Basic Loss per Share from Discontinued Operations              -         (1.13)
                                                                   ----------  ----------
           Basic Earnings per Share                                     $0.56       $0.21
                                                                   ==========  ==========

           Income from continuing operations                         $733,554  $1,746,009
           Loss from discontinued operations                             -     (1,469,647)
                                                                   ----------  ----------
           Net income                                                $733,554    $276,362
           Denominator:
           Average number of common shares outstanding              1,313,855   1,305,213
           Common share equivalents of outstanding stock
            options and deferred common stock awards                   14,200      14,459
                                                                   ----------  ----------
           Total shares                                             1,328,055   1,319,672
                                                                   ----------  ----------

           Diluted Earnings per Share from Continuing Operations        $0.55       $1.32
           Diluted Loss per Share from Discontinued Operations            -         (1.11)
                                                                   ----------  ----------
           Diluted Earnings per Share                                   $0.55       $0.21
                                                                   ==========  ==========

</TABLE>

                                       11

<PAGE>


              Management's Discussion and Analysis of Financial Condition
                               and Results of Operations
                           Three Months Ended March 31, 2001

        Results of Operations
        ---------------------

        Effective January 1, 2000, the financial results of Immunex, which
        previously were consolidated in the financial results of the Company,
        were deconsolidated and included in the financial results of the Company
        on an equity basis. Accordingly, alliance revenue relating to
        co-promotion agreements between the Company and Immunex was included in
        pharmaceutical net revenue for both the 2001 and 2000 first quarters.
        The 2000 first quarter financial results were restated to reflect the
        deconsolidation of Immunex, which had no effect on income from
        continuing operations. In addition, the Company early adopted new
        authoritative accounting guidance as of January 1, 2001 reflecting
        certain rebates and sales incentives (i.e., coupons and other rebate
        programs) as reductions of revenues instead of selling and marketing
        expenses. Financial information for all prior periods presented has been
        reclassified to comply with the income statement classification
        requirements of the new guidance. These reclassifications had no effect
        on total net revenue growth between the periods presented.

        Worldwide net revenue for the 2001 first quarter was 8% higher compared
        with prior year levels. The increase in worldwide net revenue for the
        2001 first quarter was due primarily to higher worldwide net revenue of
        human pharmaceuticals. Excluding the negative impact of foreign
        exchange, worldwide net revenue increased 11% for the 2001 first
        quarter.

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

                                         Net Revenue
                                     ---------------------
                                         Three Months
        ($ in Millions)                 Ended March 31,
                                     ---------------------          % Increase
        Operating Segment              2001         2000              (Decrease)
        -----------------            --------     --------          ------------
        Pharmaceuticals              $2,879.3     $2,602.9                   11%
        Consumer Health Care            569.9        593.0                  (4)%
                                     --------     --------          ------------
        Total Net Revenue            $3,449.2     $3,195.9                    8%
                                     ========     ========          ============


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

        Worldwide pharmaceutical net revenue increased 11% for the 2001 first
        quarter due primarily to higher sales of human pharmaceuticals offset,
        in part, by decreased sales of animal health products. Excluding the
        negative impact of foreign exchange, worldwide pharmaceutical net
        revenue increased 14% for the 2001 first quarter.

        Worldwide human pharmaceutical net revenue increased 12% for the 2001
        first quarter due primarily to higher sales of PREVNAR (introduced in
        the 2000 first quarter), PROTONIX (introduced in the 2000 second
        quarter), PREMARIN products and EFFEXOR XR (as a result of higher volume
        and additional market share of new prescriptions) offset, in part, by
        lower sales of MENINGITEC, oral contraceptives and ZIAC (due to generic
        competition). Excluding the negative impact of foreign exchange,
        worldwide human pharmaceutical net

                                       12

        revenue increased 15% for the 2001 first quarter. MENINGITEC, the
        Company's meningococcal meningitis vaccine, was launched in the United
        Kingdom in the fourth quarter of 1999 as the first vaccine for this
        disease. The Company successfully obtained a majority of the
        meningococcal meningitis vaccine market, with a significant volume of
        sales occurring in the 2000 first quarter, and by the end of 2000 most
        children and adolescents in the United Kingdom had been vaccinated.
        The product is currently being launched in other European countries.
        This second round of mutual recognition could encompass up to eight
        European markets for MENINGITEC; however, the Company does not currently
        anticipate that any of these markets, individually, will provide sales
        volume equivalent to that generated in the United Kingdom.

        Worldwide animal health net revenue decreased 4% in the 2001 first
        quarter due primarily to lower sales of animal health biologicals and
        pharmaceuticals offset, in part, by higher sales of CYDECTIN, the
        Company's topical parasite control product for beef and dairy cattle.
        Excluding the negative impact of foreign exchange, worldwide animal
        health net revenue was flat for the 2001 first quarter.


        Consumer Health Care
        --------------------

        Worldwide consumer health care net revenue decreased 4% for the 2001
        first quarter due primarily to lower sales of the CENTRUM product line
        and ADVIL offset, in part, by higher sales of CHAP STICK. Excluding the
        negative impact of foreign exchange, worldwide consumer health care net
        revenue decreased 2% for the 2001 first quarter.

                                       13

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


                                               % Increase (Decrease)
                                        Three Months Ended March 31, 2001
                                -----------------------------------------------
                                                          Foreign      Total
                                  Volume      Price      Exchange   Net Revenue
                                ----------- ----------- ----------  -----------
        Pharmaceuticals
        --------------------
        United States                  18%          5%          -          23%
        International                   2%           -        (8%)         (6%)
                               -----------------------------------------------
        Total                          11%          3%        (3%)         11%
                               ===============================================

        Consumer Health Care
        --------------------
        United States                  (3%)         1%          -          (2%)
        International                  (2%)         2%        (7%)         (7%)
                               -----------------------------------------------
        Total                          (3%)         1%        (2%)         (4%)
                               ===============================================

        Total
        --------------------
        United States                  14%          4%          -          18%
        International                   2%           -        (8%)         (6%)
                               -----------------------------------------------
        Total                           9%          3%        (4%)          8%
                               ===============================================

        Cost of goods sold, as a percentage of Net revenue, decreased more than
        one percentage point to 23.2% for the 2001 first quarter compared with
        24.5% for the 2000 first quarter due primarily to an increase in sales
        volume on higher margin products in the pharmaceuticals segment.

        Selling, general and administrative expenses increased 10% for the 2001
        first quarter. Higher expenses were due primarily to higher selling and
        marketing expenses, including increased headcount, related to recent
        pharmaceutical product launches and direct-to-consumer promotional costs
        for significant established pharmaceutical products.

        Research and development expenses increased 10% for the 2001 first
        quarter due primarily to increased headcount and other research
        operating expenses, including higher chemical and material costs, and
        cost sharing expenditures from pharmaceutical collaborations commencing
        in 2000 offset, in part, by lower payments for licensing agreements.

        Interest expense, net decreased 92% for the 2001 first quarter due
        primarily to lower interest expense as a result of lower average debt
        levels and more favorable interest rates on the debt outstanding,
        primarily commercial paper, as well as additional capitalized interest
        recognized during the 2001 first quarter compared with the prior year.
        As described in Note 1 to the Consolidated Condensed Financial
        Statements, the commercial paper issuance associated with the new
        $3,000.0 million credit facility and the $3,000.0 million Notes occurred
        in late March

                                       14

        2001 and, therefore, was not outstanding for a majority of the 2001
        first quarter. As a result, weighted average long-term debt outstanding
        during the 2001 and 2000 first quarters was $3,920.2 million and
        $4,843.3 million, respectively. In addition, the Company generated
        higher interest income due to higher average levels of cash on hand
        throughout the 2001 first quarter.

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

                                           Income from Continuing
                                          Operations before Taxes (1)
                                         ----------------------------
                                               Three Months
        ($ in millions)                       Ended March 31,
                                        --------------------------
                                                                     % Increase
        Operating Segment                    2001           2000      (Decrease)
        --------------------            -----------   ------------   ----------
        Pharmaceuticals                      $915.5         $744.0          23%
        Consumer Health Care                  124.0          130.4         (5)%
                                        -----------   ------------   ----------
                                            1,039.5          874.4          19%
        Corporate (2)                         (58.5)       1,691.9           -
                                        -----------   ------------   ----------

        Total (3)                            $981.0       $2,566.3        (62)%
                                        ===========   ============   ==========

        (1) Includes goodwill amortization for 2001 and 2000 as follows:
        Pharmaceuticals - $34.6 and $38.9, and Consumer Health Care - $6.0
        and $8.0, respectively.

        (2) Corporate for the 2000 first quarter included income of $1,709.4
        resulting from the receipt of a $1,800.0 termination fee provided for
        under the merger agreement with Warner-Lambert Company offset, in part,
        by certain related expenses. Excluding the termination fee, Corporate
        expenses, net increased for the 2001 first quarter.

        (3) Excluding the termination fee, total income from continuing
        operations before taxes increased 14% for the 2001 first quarter.

        Worldwide pharmaceutical income from continuing operations before taxes
        increased 23% (25% for human pharmaceuticals) for the 2001 first quarter
        due primarily to increased worldwide sales of human pharmaceuticals and
        higher other income, net offset, in part, by higher selling, general and
        administrative expenses and research and development expenses.

        The Company experienced greater growth of worldwide pharmaceutical
        income from continuing operations before taxes (23%) than growth of
        worldwide pharmaceutical net revenue (11%). This difference was due
        primarily to product mix of human pharmaceuticals, which improved
        margins by more than one percentage point for the 2001 first quarter,
        and other expense incurred in the 2000 first quarter compared to higher
        other income generated in the 2001 first quarter. Other expense recorded
        in the 2000 first quarter included a one-time access fee paid pursuant
        to a collaboration agreement with Elan Pharmaceuticals, with which

                                       15

        the Company has formed an alliance for the development of a treatment
        for mild to moderate Alzheimer's disease. Other income generated in the
        2001 first quarter included gains on sales of non-strategic assets,
        mostly non-core product rights, and higher equity income related to
        Immunex.

        Worldwide consumer health care income from continuing operations before
        taxes decreased 5% for the 2001 first quarter due primarily to lower
        worldwide consumer health care sales offset, in part, by lower selling,
        general and administrative expenses.

        Corporate expenses, net, excluding the Warner-Lambert Company
        termination fee, increased for the 2001 first quarter due primarily to
        lower other income relating to a one-time insurance recovery of
        environmental costs recorded in the 2000 first quarter offset, in part,
        by lower interest expense in the 2001 first quarter.

        The effective tax rate of continuing operations decreased to 25.2% for
        the 2001 first quarter compared with 25.9% for the 2000 first quarter
        (excluding the effect of the Warner-Lambert Company termination fee).
        The tax rate reduction occurring in the 2001 first quarter was due to an
        increased benefit from products manufactured in lower taxed
        jurisdictions.

        Income and diluted earnings per share from continuing operations for the
        2001 first quarter increased to $733.6 million and $0.55 compared to
        $634.9 million and $0.48 in the prior year (excluding the Warner-Lambert
        Company termination fee), increases of 16% and 15%, respectively.
        Exclusive of the Warner-Lambert Company termination fee, the increases
        in income and diluted earnings per share from continuing operations for
        the 2001 first quarter were due to additional worldwide sales of human
        pharmaceuticals and lower interest expense offset, in part, by higher
        selling, general and administrative expenses, and research and
        development expenses.


        Euro Currency
        -------------

        As of January 1, 2001, 12 of the 15 member countries of the European
        Union adopted the Euro as a new common legal currency. However, the
        legacy currencies of the member countries are scheduled to remain legal
        tender as sub-denominations of the Euro between January 1, 1999 and
        January 1, 2002 (the transition period). Critical areas impacted by the
        conversion to the Euro have been identified and appropriate strategies
        developed, which are currently being implemented to facilitate the
        adoption of the Euro and to facilitate business transactions during the
        transition period. The costs related to the Euro conversion and
        transition period will not have a material adverse effect on the
        Company's financial position or results of operations. However, the Euro
        conversion may have competitive implications on the Company's pricing
        and marketing strategies, the total impact of which is not known at this
        time.

                                       16

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

        The Company operates in the highly competitive pharmaceutical and
        consumer health care industries. The Company is not dependent on any one
        patent-protected product or line of products for a substantial portion
        of its net revenue or results of operations. 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). The principal uses
        of PREMARIN, PREMPRO and PREMPHASE are to manage the symptoms of
        menopause and to prevent osteoporosis, a condition involving a loss of
        bone mass in postmenopausal women. Estrogen-containing products
        manufactured by other companies have been marketed for many years for
        the treatment of menopausal symptoms, and several of these products also
        have an approved indication for the prevention of osteoporosis. During
        the past several years, other manufacturers have introduced products for
        the treatment and/or prevention of osteoporosis. New products containing
        different estrogens than those found in PREMPRO and PREMPHASE and having
        many forms of the same indications have also been introduced. Some
        companies have attempted to obtain approval for generic versions of
        PREMARIN. These products, if approved, would be routinely substitutable
        for PREMARIN and related products under many state laws and third-party
        insurance payer plans. In May 1997, the U.S. Food and Drug
        Administration (FDA) announced that it would not approve certain
        synthetic estrogen products as generic equivalents of PREMARIN given
        known compositional differences between the active ingredient of these
        products and PREMARIN. Although the FDA has not approved any generic
        equivalent to PREMARIN to date, PREMARIN will continue to be subject to
        competition from existing and new competing estrogen and other products
        for its approved indications and may be subject to generic competition
        from either synthetic or natural conjugated estrogens products in the
        future. At least one other company has announced that it is in the
        process of developing a generic version of PREMARIN from the same
        natural source, and the Company currently cannot predict the timing or
        outcome of these or any other efforts.

                                       17
<PAGE>


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

        The Company generated operating cash inflows totaling $1,194.1 million
        during the 2001 first quarter due primarily to income from continuing
        operations and collections on outstanding receivables. These cash
        inflows were more than offset by payments made on outstanding payables
        and accrued expenses and $4,141.6 million of payments relating to the
        diet drug litigation (see Note 3 to the Consolidated Condensed Financial
        Statements).

        The Company used $478.6 million of cash relating to investments in
        property, plant and equipment and marketable securities. The capital
        expenditures made during the 2001 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 received investment proceeds through the sales
        and maturities of marketable securities and the sales of non-strategic
        assets totaling $77.9 million.

        As described in Note 1 to the Consolidated Condensed Financial
        Statements, the Company obtained new credit facilities totaling $6,000.0
        million in March 2001. The new credit facilities include a $3,000.0
        million, 364-day credit facility (which support borrowings under the
        commercial paper program). Any borrowings actually drawn from the credit
        facility are extendible for an additional year. In addition, the new
        credit facilities include a $3,000.0 million, 364-day bridge facility,
        which facility was terminated when the Company issued $3,000.0 million
        of Notes on March 30, 2001. On March 30, 2001, the Company issued
        three tranches of Notes in a transaction exempt from registration
        pursuant to Rule 144A under the Securities Act as follows:

                - $500.0 million, 5.875% Notes due March 15, 2004
                - $1,000.0 million, 6.25% Notes due March 15, 2006
                - $1,500.0 million, 6.70% Notes due March 15, 2011

        The interest rate payable on each series of Notes is subject to an
        increase of .25 percentage points each time Moody's or Standard & Poor's
        downgrades the Company's credit rating. The total adjustment to the
        interest rate for the series of Notes cannot exceed two percentage
        points. The Company would incur approximately a total of $7.5 million of
        additional annual interest expense for every .25 percentage point
        increase in the interest rate.

        The $3,000.0 million, 364-day facility is combined with the Company's
        existing $2,000.0 million five-year credit facility (termination date of
        July 31, 2002) to provide $5,000.0 million of credit facilities to
        support the Company's commercial paper program. The Company offers its
        commercial paper in a very liquid market commensurate with its long term
        credit ratings from Moody's (A3) and Standard & Poor's (single-A). The
        proceeds received from the combined Notes and commercial paper supported
        by the credit facilities totaled $24,179.3 million for the 2001 first
        quarter. These proceeds were offset by repayments of $19,236.4 million
        of commercial paper during the 2001 first quarter. The Company will use
        the proceeds from the Notes and commercial paper supported by the credit
        facilities for general corporate

                                       18

        and working capital requirements, including the capital expenditures
        identified above, and payments related to the REDUX and PONDIMIN diet
        drug litigation.

        The Company also used cash for financing activities related to dividend
        payments of $302.0 million.

        Management remains confident that cash flows from operating activities
        and available financing resources will be adequate to fund the Company's
        operations, pay opt out settlement payments and fund the nationwide,
        class action settlement relating to the REDUX and PONDIMIN diet drug
        litigation, pay dividends, maintain the ongoing programs of capital
        expenditures, and repay both the principal and interest on its
        outstanding obligations, without requiring the disposition of any
        significant strategic core businesses.

        Quantitative and Qualitative Disclosures About Market Risk
        ----------------------------------------------------------

        The market risk disclosures appearing on pages 58 and 59 of the
        Company's 2000 Annual Report on Form 10-K have not materially changed
        from December 31, 2000 except as follows:

          -  In conjunction with the Notes issued by the Company on March 30,
             2001, the Company entered into interest rate swap agreements
             related to the $1,500.0 million 6.70% Notes due March 15, 2011.

          -  The interest rate swap agreements are contracts under which the
             Company converted the fixed rate of the $1,500.0 million 6.70%
             Notes to a floating rate of interest over the term of the interest
             rate swap agreements, which is the same term as the underlying
             debt.

          -  The interest rate swap agreements are effective fair value hedges,
             as the terms of the interest rate swaps are the same as the
             underlying debt and therefore the current market interest rate
             fluctuations on the debt will be completely offset by the
             effectiveness of the interest rate swap.

        At March 31, 2001, the fair values of the Company's financial
        instruments were as follows:

        ($ in millions)              Notional/
        Description               Contract Amount    Carrying Value  Fair Value
        ---------------           ---------------    --------------  ----------
        Forward contracts (1)              $394.5             $16.2       $16.2

        Option contracts (1)                956.4              34.1        34.1

        Interest rate swaps               1,500.0              (1.3)       (1.3)

        Outstanding debt (2)              7,394.3           7,391.8     7,482.3

        (1) If the value of the U.S. dollar were to increase or decrease by 10%,
        in relation to all hedged foreign currencies, the net receivable on the
        forward and option contracts would decrease or increase by approximately
        $48.9 million.

        (2) If the interest rates were to increase or decrease by one percentage
        point, the fair value of the outstanding debt would increase or decrease
        by approximately $233.9 million.

                                       19

        The estimated fair values approximate amounts at which these financial
        instruments could be exchanged in a current transaction between willing
        parties. Therefore, fair values are based on estimates using present
        value and other valuation techniques that are significantly affected by
        the assumptions used concerning the amount and timing of estimated
        future cash flows and discount rates that reflect varying degrees of
        risk. Specifically, the fair value of outstanding debt instruments
        reflects a current yield valuation based on observed market prices as of
        March 31, 2001; the fair value of interest rate swaps and forward
        contracts reflects the present value of the future potential gain or
        (loss) if settlement were to take place on March 31, 2001; and the fair
        value of option contracts reflects the present value of future cash
        flows if the contracts were settled on March 31, 2001.


        ENBREL Supply
        -------------

        ENBREL is a biological treatment for juvenile, early stage and moderate
        to severe rheumatoid arthritis. ENBREL was discovered by Immunex and is
        being co-promoted in North America by Immunex and the Company. The
        Company has exclusive marketing rights to ENBREL outside of North
        America. Although the market demand for ENBREL is increasing, the sales
        growth is currently constrained by limits on the existing source of
        supply. This is anticipated to continue until the retrofitting of a
        Rhode Island facility is completed and approved, which is expected to
        occur in 2002. If the market demand continues to grow, there may be
        further supply constraints even after the Rhode Island facility begins
        producing ENBREL. The current plan for the longer term includes a new
        manufacturing facility which will be constructed in Ireland.


        Cautionary Statements for Forward Looking Information
        -----------------------------------------------------

        This Form 10-Q, including management's discussion and analysis set forth
        above, contains certain forward-looking statements, including, among
        other things, statements regarding the Company's results of operations,
        Euro currency, competition, liquidity, financial condition and capital
        resources, ENBREL supply, MENINGITEC sales, foreign currency and
        interest rate risk, the nationwide, class action settlement relating to
        REDUX and PONDIMIN, and additional litigation charges related to REDUX
        and PONDIMIN including those for opt outs. 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 2000 Annual Report on Form 10-K, which
        exhibit is incorporated herein by reference.


                                       20
<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, 2000.

         As of April 15, 2001, the Company had reached agreements or agreements
         in principle to settle the claims of approximately 85% of the
         individuals who initally opted out of the Company's nationwide, class
         action settlement of claims brought by individuals who allege injury as
         a result of their use of PONDIMIN and/or REDUX.

         On April 3, 2001, a jury in Alice, Texas hearing the case of Lopez v.
         American Home Products Corporation, et al., No. 99-07-37723, 79th
         Judicial District Court, returned a verdict in favor of the plaintiff
         for $11.55 million in compensatory damages and $45 million in punitive
         damages for injuries allegedly sustained by the plaintiff due to her
         use of PONDIMIN. The trial court indicated following the verdict that
         it does not expect to enter a judgment in the case for several months,
         while it considers the Company's post-trial motions. If a verdict is
         entered in favor of the plaintiff, the Company intends to pursue an
         appeal.

         In the litigation involving the Company's DIMETAPP and ROBITUSSIN
         cough/cold products that contained the ingredient phenylpropanolamine
         ("PPA"), three additional class actions have been filed.  The
         allegations in Kaen, et al. v. Novartis Consumer Health, Inc. et al.,
         No. GIC 764315, Calif. Super. Ct., San Diego Cty., a putative
         statewide class action for disgorgement, restitution and other
         economic relief, are similar to the previously-reported class actions
         seeking relief under the false advertising provisions of the
         California Business & Professions Code.  Giunta, et al. v. American
         Home Products Corporation, No. L-512-01, N.J. Super. Ct., Gloucester
         Cty., is a putative statewide class action for economic damages
         brought under the New Jersey Consumer Fraud Act.  Risti, et al. v.
         Novartis, et al., No. L-4053-01, N.J. Super. Ct., Middlesex Cty.,  is
         a putative nationwide class action seeking damages for economic
         loss.  In addition to these and the previously reported putative
         class actions, there are a total of 23 individual personal injury
         suits against the Company that have been filed alleging injury as a
         result of ingestion of PPA-containing products. The Company expects
         that additional PPA cases may be filed in the future against it and
         the other companies which marketed PPA-containing products.  The
         Company intends to defend all such cases vigorously.

         In the litigation involving DURACT, the Company's non-narcotic
         analgesic pain reliever which was voluntarily withdrawn from the
         market, the Company's appeal to the United States Court of Appeals for
         the Fifth Circuit from the decision granting class certification in
         Rivera, et al. v. Wyeth-Ayerst Laboratories Company, et al., No.
         G-00-345, U.S.D.C., S.D.Tex., an economic damage and refund case, is
         expected to be argued this year with a decision expected later this
         year. In addition to Rivera and the other putative class actions
         discussed in prior filings, there are currently a total of 20 filed
         lawsuits pending involving former DURACT users alleging myriad
         injuries, from gastrointestinal upset and distress to liver transplant
         and

                                       21

         death. The Company expects that a number of additional DURACT cases may
         be filed in the future. The Company intends to defend all such cases
         vigorously.

         On March 30, 2001, the Federal Trade Commission issued an
         administrative complaint (in the matter of Schering-Plough
         Corporation, et al., Docket No. 9297) alleging that the Company
         violated Section 5 of the Federal Trade Commission Act.  The
         complaint alleges, among other things, that the Company's agreement
         to settle a patent infringement case relating to its generic version
         of Schering-Plough Corporation's K-Dur potassium supplement product
         unlawfully restrained trade.  The complaint alleges further that the
         settlement was an agreement allowing Schering-Plough to monopolize
         potassium chloride supplement markets in violation of Section 5 of
         the FTC Act.  The relief sought is a cease and desist order which
         would include, among other things, a requirement that the Company not
         be a party to an agreement in which an NDA holder provides anything
         of value to an alleged infringer and the alleged infringer agrees to
         refrain from selling the drug for any period of time.  Subsequently,
         purported class action cases (HIP Health Plan of Fla., Inc. v.
         Schering-Plough Corp., No. 01-CV-1652; United Food and Commercial
         Workers Local 56 Health and Welfare Fund v. Schering-Plough Corp., et
         al., No. 01-CV-1769; Wallace v. Schering-Plough Corp., et al., No.
         01-CV-1771; and Reichert v. Schering-Plough Corp., et al., No.
         01-1170) were filed in the federal district court of New Jersey
         alleging on behalf of end users and/or end payors of potassium
         supplements violations of federal antitrust laws as well as state law
         conspiracy and unjust enrichment claims.  The relief sought includes
         damages, disgorgement and injunctive relief. A purported class action
         (Maffei v. Schering-Plough Corp., et al., E.D., PA, No. 01-CV-2012) has
         also been filed in federal district court in Pennsylvania on behalf
         of indirect purchaser end users of potassium chloride.  This case
         seeks declaratory and injunctive relief for violations of sections 1
         and 2 of the Sherman Act and restitution and disgorgement as well as
         a constructive trust for unjust enrichment.  Also purported class
         action cases were filed in California state courts (Sutin v.
         Schering-Plough Corp., et al., Sup. Ct., L.A. Cty., Civ. Act. No.
         BC248047; Cundiff v. Schering-Plough Corp., Sup. Ct., Alameda Cty.,
         Civ. Act. No. 837776; and Travers v. Schering-Plough Corp. et al.,
         Sup. Ct., Alameda Cty., No. 840186-5), in Florida (Grossman v.
         Schering-Plough Corp., Cir. Ct., Palm Beach Cty., Case No. CL
         01-3504AE), one in Alabama (Steadman v. Schering-Plough Corp., et
         al., Cir. Ct., Walker Cty., No. CV01-211), in Minnesota (Roseen v.
         Schering-Plough Corp., et al., Dist. Ct., Hennepin Cty., No.
         CT01-6345) and in Tennessee (Bellows v. Schering-Plough Corp., et
         al., Cir. Ct., Shelby Cty., No. CT-002465-01, D2; and Randolph v.
         Schering-Plough Corp., et al., Cir. Ct., Cocke Cty., No. 27,038IV) on
         behalf of consumers of potassium chloride supplements. The complaints
         in these cases contain similar allegations of violations of state
         antitrust and consumer protection laws.  The relief sought in these
         cases includes unspecified treble damages and injunctive relief.
         Other cases may be filed with similar allegations.  The Company
         believes it has meritorious defenses to these actions and intends to
         defend them 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 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.


                                       22
<PAGE>



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

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

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

                   (4.1)           Second Supplemental Indenture, dated as of
                                   March 30, 2001, between the Corporation and
                                   The Chase Manhattan Bank (as successor to
                                   Manufacturers Hanover Trust Company) is
                                   incorporated by reference to Exhibit 4.3 of
                                   the Registration Statement on Form S-4 of the
                                   Corporation filed on April 27, 2001.

                   (4.2)           Exchange and Registration Rights Agreement,
                                   dated March 30, 2001, among the Corporation
                                   and Chase Securities Inc., Salomon Smith
                                   Barney Inc., as Representatives of the
                                   several Initial Purchasers, is incorporated
                                   by reference to Exhibit 4.4 of the
                                   Registration Statement on Form S-4 of the
                                   Corporation filed on April 27, 2001.

                  (10.1)           Agreement, dated as of March 6, 2001 by and
                                   between the Corporation and John R. Stafford.

                  (10.2)           Amendatory Agreement, dated as of March 6,
                                   2001, by and between the Corporation and John
                                   R. Stafford.

                  (12)             Computation of Ratio of Earnings to Fixed
                                   Charges.





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

                 On April 26, 2001, the Company filed a Current Report on Form
                 8-K (including disclosure under items 5 and 7) relating to the
                 2001 First Quarter Earnings Press Release.


                                       23

<PAGE>


                                    Signature
                                    ---------

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

                       AMERICAN HOME PRODUCTS CORPORATION
                       ----------------------------------
                                   (Registrant)


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



Date: May 15, 2001




                                       24
<PAGE>



                            Exhibit Index


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


                  (10.1)           Agreement, dated as of March 6, 2001 by and
                                   between the Corporation and John R. Stafford.

                  (10.2)           Amendatory Agreement, dated as of March 6,
                                   2001, by and between the Corporation and John
                                   R. Stafford.

                  (12)             Computation of Ratio of Earnings to Fixed
                                   Charges.




                                      EX-1










                                      EX-1





<PAGE>