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

                                    FORM 10-K

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

For the fiscal year ended                        Commission file number
  December 31, 1998                                     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
 incorporation or organization)                         Number)

 Five Giralda Farms, Madison, NJ                        07940-0874
(Address of Principal Executive Offices)                (Zip Code)


Registrant's telephone number, including area code           (973) 660-5000
Securities registered pursuant to Section 12(b)
of the Act:

                                                   Name of Each Exchange On
       Title of Each Class                              Which Registered
$2 Convertible Preferred Stock, $2.50 par value     New York Stock Exchange
Common Stock, $.33 - 1/3 par value                  New York Stock Exchange


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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

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State the aggregate market value of the voting stock held by nonaffiliates of
the registrant. (The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within 60 days prior to the date of filing).

Aggregate market value at March 15, 1999                  $87,622,827,443

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date (applicable only to corporate
registrants).

                                                          Outstanding at
                                                          March 15, 1999

Common Stock, $0.33 - 1/3 par value                       1,311,379,350

Documents incorporated by reference: list hereunder the following documents if
incorporated by reference and the part of the Form 10-K into which the document
is incorporated: (1) any annual report to security holders; (2) any proxy or
information statements; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933 (the listed documents should be clearly
described for identification purposes).

(1) 1998 Annual Report to Shareholders - In Parts I, II and IV
(2) Proxy Statement filed March 18, 1999 - In Part III


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                                     PART I

ITEM 1. BUSINESS

        General

        American Home Products Corporation (the "Company" or "AHPC"), a
        Delaware corporation organized in 1926, is currently engaged in the
        discovery, development, manufacture, distribution and sale of a
        diversified line of products in three primary businesses:
        Pharmaceuticals, Consumer Health Care and Agricultural Products.
        Pharmaceuticals include branded and generic ethical pharmaceuticals,
        biologicals, nutritionals, and animal biologicals and pharmaceuticals.
        Principal products include women's health care products, cardiovascular
        products, neuroscience therapies, anti-inflammatory and gastroenterology
        drugs, anti-infectives, vaccines, biopharmaceuticals, oncology therapies
        and infant nutritionals. Principal animal health products include
        vaccines, pharmaceuticals, endectocides and growth implants. Consumer
        Health Care products include analgesics, cough/cold/allergy remedies,
        nutritional supplements including vitamins, minerals and herbal
        products, and hemorrhoidal, antacid and asthma relief items sold
        over-the-counter. Agricultural Products include crop protection and pest
        control products such as herbicides, insecticides, fungicides and plant
        growth regulators.

        In July 1998, the Company purchased the vitamin and nutritional
        supplement products business of Solgar Vitamin and Herb Company
        Inc. and its related affiliates ("Solgar") for approximately $425
        million in cash.

        In February 1998, the Company sold the Sherwood-Davis & Geck medical
        devices business for approximately $1.770 billion. This transaction
        completed the Company's exit from the medical devices business.

        In December 1997, the Company sold the stock of Storz Instrument
        Company and affiliated companies, a global manufacturer and
        marketer of ophthalmic products, and certain related assets for
        approximately $380 million.

        In February 1997, the Company purchased the worldwide animal
        health business of Solvay S.A. for approximately $460 million.

        In December 1996, the Company purchased the remaining equity
        interest in the biopharmaceutical company, Genetics Institute, Inc.
        ("G.I."), that it did not already own for approximately $1.279 billion.

        In November 1996, the Company sold a majority interest in the American
        Home Foods business for approximately $1.209 billion. The Company
        initially retained a 20% equity interest in International Home Foods,
        the successor to American Home Foods. During 1998 and 1997, the Company
        sold its remaining equity interest in International Home Foods.

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        In late 1994, the Company purchased the outstanding common stock
        of American Cyanamid Company ("Cyanamid"). The aggregate purchase price
        to acquire all of Cyanamid including acquisition-related fees and
        expenses was approximately $9.6 billion.

        Additional information relating to the Solgar, Solvay S.A., and
        G.I. acquisitions, the Sherwood-Davis & Geck, Storz and American Home
        Foods dispositions, and certain other acquisitions and divestitures is
        set forth in Notes 2 and 3 of the Notes to Consolidated Financial
        Statements in the Company's 1998 Annual Report to Shareholders and is
        incorporated herein by reference.

        Unless stated to the contrary, or unless the context otherwise
        requires, references to the Company in this report include American Home
        Products Corporation and its majority-owned subsidiaries.

        Operating Segments

        Financial information, by operating segment, for the three years ended 
        December 31, 1998 is set forth in Note 11 of the Notes to Consolidated
        Financial Statements in the Company's 1998 Annual Report to Shareholders
        and is incorporated herein by reference.

        The Company is not dependent on any single or major group of customers 
        for its sales. The Company has four reportable segments as outlined 
        below. The product designations appearing in differentiated type herein 
        are trademarks.

        PHARMACEUTICALS SEGMENT -

        The Pharmaceuticals segment manufactures, distributes, and sells branded
        and generic ethical pharmaceuticals, biologicals, nutritionals, and
        animal biologicals and pharmaceuticals. These products are promoted and
        sold worldwide primarily to wholesalers, pharmacies, hospitals,
        physicians, retailers, veterinarians and other human and animal health
        care institutions. Some of these sales are made to large buying groups
        representing certain of these customers. Principal product categories
        for human use and their respective products are: women's health care
        products including PREMARIN, PREMPRO, PREMPHASE, LO/OVRAL (marketed as
        MIN-OVRAL internationally), NORDETTE and TRIPHASIL (marketed as
        TRINORDIOL internationally); infant nutritionals including S26 and 2ND
        AGE PROMIL (international markets only); cardiovascular products
        including CORDARONE and ZIAC; neuroscience therapies including ATIVAN,
        EFFEXOR and EFFEXOR XR; anti-inflammatory and gastroenterology drugs
        including LODINE and ZOTON (international markets only); anti-infectives
        including MINOCIN and ZOSYN (marketed as TAZOCIN internationally);
        vaccines; biopharmaceuticals including BENEFIX Coagulation Factor IX
        (Recombinant) and recombinant Factor VIII; and oncology therapies.
        Principal animal health product categories include vaccines,
        pharmaceuticals (including anthelmintics), endectocides including
        CYDECTIN, and growth implants. The Company manufactures these products
        in the United States and Puerto Rico and in 21 foreign countries.

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        Sales of women's health care products in the aggregate, and the
        PREMARIN family of products individually, accounted for more than 10% of
        consolidated net sales in 1998. Sales of women's health care products in
        the aggregate accounted for more than 10% of consolidated net sales in
        1997 and 1996. Operating income before taxes from women's health care
        products in the aggregate, and the PREMARIN family of products
        individually, accounted for more than 10% of consolidated operating
        income before taxes in 1998, 1997 and 1996. Except for the products
        noted above, no other single pharmaceutical product or category of
        products accounted for more than 10% of consolidated net sales or
        operating income before taxes in 1998, 1997 or 1996.

        CONSUMER HEALTH CARE SEGMENT -

        The Consumer Health Care segment manufactures, distributes and sells
        over-the-counter products. Principle over-the-counter health care
        product categories and their respective products are: analgesics
        including ADVIL; cough/cold/allergy remedies including ROBITUSSIN and
        DIMETAPP; nutritional supplements including CENTRUM and CENTRUM SILVER
        vitamins, CENTRUM herbals and SOLGAR vitamins and herbal products; and
        hemorrhoidal, antacid and asthma relief items. These products are
        generally sold to wholesalers and retailers, and are primarily promoted
        to consumers worldwide through advertising. These products are
        manufactured in the United States and Puerto Rico and in 16 foreign
        countries.

        No single consumer health care product or category of products
        accounted for more than 10% of consolidated net sales or operating
        income before taxes in 1998, 1997 or 1996.

        AGRICULTURAL PRODUCTS SEGMENT -

        The Agricultural Products segment manufactures, distributes
        and sells crop protection and pest control products. Principal
        agricultural product categories and their respective products
        are: herbicides including PURSUIT (marketed as PIVOT
        internationally), PROWL (marketed as STOMP internationally) and
        RAPTOR; insecticides including COUNTER; fungicides and plant
        growth regulators which are promoted to consumers worldwide and
        generally sold directly to wholesalers and retailers. In
        addition to the United States and Puerto Rico, these products
        are manufactured in eight foreign countries.

        No single agricultural product or category of products accounted for
        more than 10% of consolidated net sales or operating income before
        taxes in 1998, 1997 or 1996.

        CORPORATE AND ALL OTHER SEGMENT -

        Corporate is responsible for the treasury, tax, legal and compliance
        operations of the Company's businesses and incurs and maintains
        certain assets, liabilities, expenses, gains and losses related to
        the overall management of the Company which are not allocated to the
        other reportable segments. These items include interest expense,
        net, gains on the sales of businesses, investments and other Corporate

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        assets, certain litigation provisions and other miscellaneous
        items. All Other consists of certain divested businesses. Prior to
        December 31, 1998, the Company operated in the medical devices and food
        products businesses. The medical devices business, which the Company
        exited completely in February 1998, manufactured, distributed and sold
        medical devices products, which included needles and syringes, tubes,
        catheters, wound closure products, ophthalmic surgical equipment,
        enteral feeding systems, microsurgical equipment and other hospital
        products. The food products business, which was sold in November 1996,
        manufactured, distributed and sold food products, which included
        prepared pastas and other entrees, regional specialty foods, condiments,
        snack products, spreadable fruit products and other food products.

        No single medical device or food product or category of products
        accounted for more than 10% of consolidated net sales or operating
        income before taxes in 1998, 1997 or 1996.

        Sources and Availability of Raw Materials

        Generally, raw materials and packaging supplies are purchased in
        the open market from various outside vendors. The loss of any one source
        of supply would not have a material adverse effect on the Company's
        future results of operations. However, finished dosage forms of ENBREL
        are produced by one third-party manufacturer.

        Patents and Trademarks

        The Company owns, has applications pending for, and is licensed
        under many patents relating to a wide variety of products. The Company
        believes that its patents and licenses are important to its business,
        but no one patent or license (or group of related patents or licenses)
        currently is of material importance in relation to its business as a
        whole.

        In the pharmaceuticals business, many of the Company's major
        products are not protected by patents. LODINE XL, a product extension of
        LODINE, will have patent protection until at least 2007. ZIAC, a
        combination beta blocker and diuretic, will have patent protection until
        at least 2000. SYNVISC, a visco supplementation for treatment of
        osteoarthritis of the knee, will have patent protection until at least
        2010. The anti-infective ZOSYN will have patent protection until at
        least 2007. The anti-depressant EFFEXOR will have patent protection
        until at least 2007. SUPRAX, a third-generation cephalosporin
        antibiotic, remains under patent protection until at least 2002.
        PREMPRO, a combination estrogen and progestin product, will have patent
        protection until at least 2015. Concentrated recombinant human
        antihemophilic factor (Factor VIII), a product that helps regulate
        activation of the body's coagulation pathway, will have patent
        protection until 2014. CYDECTIN, a moxidectin product to control
        parasites in animals, will have patent protection until at least 2011.

        Sales in the consumer health care business are largely supported
        by the Company's trademarks and brand names. These trademarks and brand
        names are a significant part of the Company's business and have a
        perpetual life as long as they remain in use. See "Competition" below
        for a discussion of generic and store brands competition.

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        In the agricultural products business, the imidazolinone herbicide
        products SCEPTER and PURSUIT will have patent protection until at 
        least 2006 and RAPTOR will have patent protection until at least
        2011. ACROBAT, a fungicide, will have patent protection until at least
        2016.

        Seasonality

        Sales and results of operations of the U.S. agricultural products
        business are seasonal and tend to be heavily concentrated in the 
        first six months of each year. Sales of consumer health care products
        are affected by seasonal demand for cough/cold products and, as a
        result, second quarter results for consumer health care products tend
        to be lower than results in other quarters.

        Competition

        PHARMACEUTICALS -

        The Company operates in the highly competitive pharmaceutical
        industry which includes the ethical pharmaceutical and animal health
        businesses. Within these businesses, the Company has many major
        multinational competitors and numerous smaller domestic and foreign
        competitors. Based on net sales, the Company believes it ranks within
        the top 10 major competitors within the ethical pharmaceutical industry
        and ranks within the top five major competitors within the animal health
        industry.

        The Company's competitive position is affected by several factors
        including resources available to develop, enhance and promote
        products, customer acceptance, product quality, patent protection,
        development of alternative therapies by competitors, scientific and
        technological advances and governmental actions affecting pricing and
        generic substitutes. The growth of managed care organizations, such as
        health maintenance organizations and pharmaceutical benefit management
        companies, has resulted in increased competitive pressures. The
        continued growth of generic substitutes is further promoted by
        legislation, regulation and various incentives enacted and promulgated
        in both the public and private sectors.

        PREMARIN, one of the Company's conjugated estrogens products
        manufactured from pregnant mare's urine, which has not had patent
        protection for many years, is the leader in its category and contributes
        significantly to sales and results of operations. PREMARIN's principal
        uses are to manage the symptoms of menopause and osteoporosis, a
        condition involving a loss of bone mass in postmenopausal women.
        Estrogen-containing products manufactured by other companies have been
        marketed for many years for the treatment of menopausal symptoms, and
        some of these products also have obtained marketing approval for the
        treatment of osteoporosis. During the past several years, other
        manufacturers have introduced products for the treatment and/or
        prevention of osteoporosis. Some companies have attempted to obtain
        approval for generic versions of PREMARIN. These products, if approved,
        could be routinely substitutable for PREMARIN under many state laws and
        third-party insurance payer plans.  In May 1997, the U.S. Food and Drug

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        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 some form 
        of generic competition from either natural or synthetic generic 
        conjugated estrogens products in the future.

        Health care costs will continue to be the subject of attention
        in both the public and private sectors in the United States. Similarly,
        in international markets, health care spending is subject to increasing
        governmental review, much of which is focused on pharmaceutical prices.
        While the Company cannot predict the impact that any future health care
        initiatives may have on the Company's worldwide results of operations,
        the Company believes that the pharmaceutical industry will continue to
        play a very positive role in helping to contain global health care costs
        through the development of innovative products.

        CONSUMER HEALTH CARE -

        The consumer health care business has many competitors. Based on
        net sales, the Company believes it ranks within the top five major
        competitors within the consumer health care industry. The Company's
        competitive position is affected by several factors including resources
        available to develop, enhance and promote products, customer acceptance,
        product quality, development of alternative therapies by competitors,
        and scientific and technological advances.

        The growth of generic and store brands continued to impact some
        of the Company's consumer health care branded product line categories in
        1998 and is expected to continue during 1999.

        AGRICULTURAL PRODUCTS -

        The Company operates in the highly competitive agrochemical industry.
        The agricultural products business has over 40 competitors worldwide
        and ranks in the top 10 based on net sales. Among these companies,
        the top 10 competitors are multinational, representing over 85% of
        the sales in the agrochemical market. Competitive factors include
        product efficacy, distribution channels and resource availability for
        development of new products and improvement of existing ones. There can
        also be generic competition when products are no longer patent
        protected. Additionally, the rapid acceptance of genetically modified
        seed, particularly for soybeans, has generated competition from
        agricultural products not traditionally used on crops grown from
        conventional seed. It is anticipated that approximately 50% of the
        soybean crop in the United States and approximately 20% of the soybean
        crop outside the United States will be genetically modified in 1999
        compared to 38% and 6% in 1998, respectively, which could have an
        adverse effect on the results of operations of the agricultural
        products business in 1999 and thereafter.

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        GENERAL -

        In all business segments, advertising and promotional expenditures
        are significant costs to the Company and are necessary to effectively
        communicate information concerning the Company's products to health
        professionals, to the trade and to consumers.

        Research and Development

        Worldwide research and development activities are focused on
        developing and bringing to market new products to treat and/or prevent
        some of the most serious health care and agricultural problems. Research
        and development expenditures totaled $1,654,745,000 in 1998,
        $1,558,035,000 in 1997 and $1,429,056,000 in 1996 with approximately 84%
        of these expenditures in the ethical pharmaceutical area in 1998.

        The Company currently has five New Drug Applications and 20
        Supplemental Drug Applications filed with the FDA for review, and 125
        active Investigational New Drug Applications and one Biologics License
        Application pending. During 1998, several major collaborative research
        and development arrangements were commenced or continued with other
        pharmaceutical and biotechnology companies. Additionally, the animal
        health business has 58 Veterinary Biologics License Applications
        awaiting approval by the United States Department of Agriculture
        ("USDA") and the agricultural products business has 28 applications and
        the animal health business has one application for new products and/or
        expanded use of existing products awaiting approval by the United States
        Environmental Protection Agency ("EPA").

        In 1998, FDA approval was granted for ENBREL, a first-in-class,
        breakthrough product for the treatment of rheumatoid arthritis jointly
        marketed in the United States by the Company and Immunex Corporation, a
        majority-owned company. During 1998, the Company also received FDA
        approval for the non-steroidal anti-inflammatory product LODINE XL 500
        mg. tablets, the combination estrogen and progestin hormone replacement
        product PREMPRO 0.625 mg./5 mg. tablet, the vaccine ROTASHIELD, for use
        in the prevention of rotavirus gastroenteritis, the anti-infectives
        product ZOSYN GALAXY SYSTEM, the animal health care endectocide product
        CYDECTIN Pour-On (moxidectin), to treat beef cattle affected by
        parasites, ETOGESIC (etodolac), a non-steroidal anti-inflammatory to
        treat osteoarthritis in dogs, and the over-the-counter product ADVIL
        Pediatric Drops and Chewable Tablets. In 1998, the Company also received
        EPA approval for ACROBAT MZ, a fungicide product.

        Regulation

        The Company's various health care and agricultural products are
        subject to regulation by government agencies throughout the world. The
        primary emphasis of these requirements is to assure the safety and
        effectiveness of the Company's products. In the United States, the FDA,
        under the Federal Food, Drug and Cosmetic Act and the Public Health
        Service Act, regulates many of the Company's health care products,
        including human and animal pharmaceuticals, vaccines, consumer health
        care products and dietary supplements. The Federal Trade Commission
        ("FTC") has the authority to regulate the promotion and advertising of

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        the consumer health care products including over-the-counter drugs and
        dietary supplements. The USDA regulates the Company's domestic animal
        vaccine products. The FDA's enforcement powers include the imposition of
        criminal and civil sanctions against companies, including seizures of
        regulated products and criminal sanctions against individuals. The FDA's
        enforcement powers also include its inspection of the numerous
        facilities operated by the Company. To facilitate compliance, the
        Company from time to time may institute voluntary compliance actions
        such as product recalls when it believes it is appropriate to do so. In
        addition, many states have similar regulatory requirements. Most of the
        Company's pharmaceutical products, and an increasing number of its
        consumer health care products, are regulated under the FDA's new drug
        approval processes, which mandate pre-market approval of all new drugs.
        Such processes require extensive time, testing and documentation for
        approval, resulting in significant costs for new product introductions.
        The Company's U.S. pharmaceutical business is also affected by the
        Controlled Substances Act, administered by the Drug Enforcement
        Administration, which regulates strictly all narcotic and habit-forming
        drug substances. In addition, in the foreign countries where the Company
        does business, it is subject to regulatory and legislative climates
        that, in many instances, are similar to or more restrictive than that
        described above. The Company devotes significant resources to dealing
        with the extensive federal, state and local regulatory requirements
        applicable to its products in the United States and internationally.

        Federal law also requires drug manufacturers to pay rebates to
        state Medicaid programs in order for their products to be eligible for
        federal matching funds under the Social Security Act. Additionally, a
        number of states are, or may be, pursuing similar initiatives for
        rebates and other strategies to contain the cost of pharmaceutical
        products. The federal Vaccines for Children entitlement program enables
        states to purchase vaccines at federal vaccine prices and limits federal
        vaccine price increases in certain respects. Federal and state rebate
        programs are expected to continue.

        The manufacture and sale of pesticides are regulated by the EPA.
        No new pesticide and no existing pesticide for a new use may be
        manufactured, processed or used in the United States without prior
        notice to or approval of the EPA. Outside the United States,
        agricultural chemicals are regulated by various agencies, often by
        standards which differ from those in the United States.

        Environmental

        Certain of the Company's operations are affected by a variety of
        federal, state and local environmental protection laws and regulations
        and the Company has, in a number of instances, been notified of its
        potential responsibility relating to the generation, storage, treatment
        and disposal of hazardous waste. In addition, the Company has been
        advised that it may be a responsible party in several sites on the
        National Priority List created by the Comprehensive Environmental
        Response, Compensation and Liability Act ("CERCLA"), commonly known as
        Superfund. (See Item 3. Legal Proceedings.) In connection with the
        spin-off in 1993 by Cyanamid of Cytec Industries Inc. ("Cytec"),
        Cyanamid's former chemicals business, Cytec assumed the environmental

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        liabilities relating to the chemicals businesses, except for the former
        chemical business site at Bound Brook, New Jersey, and certain sites for
        which there is shared responsibility between Cyanamid and Cytec. This
        assumption is not binding on third parties, and if Cytec were unable to
        satisfy these liabilities, they would, in the absence of other
        circumstances, be enforceable against Cyanamid. The Company has no
        reason to believe that it has any practical exposure to any of the
        liabilities against which Cytec has agreed to assume and indemnify
        Cyanamid.

        Additional information on environmental matters is set forth in
        Notes 5 and 10 of the Notes to Consolidated Financial Statements in the
        Company's 1998 Annual Report to Shareholders and is incorporated herein
        by reference.

        Employees

        At the end of 1998, the Company had 52,984 employees worldwide,
        with 27,447 employed in the United States including Puerto Rico.
        Approximately 27% of worldwide employees are represented by various
        collective bargaining groups. Relations with most organized labor groups
        remain relatively stable.

        Financial Information about the Company's Foreign and Domestic
        Operations

        Financial information about international and United States operations
        for the three years ended December 31, 1998 is set forth in Note 11
        of the Notes to Consolidated Financial Statements in the Company's
        1998 Annual Report to Shareholders and is incorporated herein by
        reference.

        The Company's operations outside the United States are conducted
        primarily through subsidiaries. International sales in 1998 amounted to
        43% of the Company's total worldwide sales.

        The Company's international businesses are subject to risks of
        currency fluctuations, governmental actions and other governmental
        proceedings which are inherent in conducting business outside of the
        United States. The Company does not regard these factors as deterrents
        to maintaining or expanding its non-U.S. operations. Additional
        information about international operations, specifically the
        Asian-Pacific region, is set forth in Liquidity, Financial Condition and
        Capital Resources in Management's Discussion and Analysis of Financial
        Condition and Results of Operations in the Company's 1998 Annual Report
        to Shareholders and is incorporated herein by reference.

ITEM 2. PROPERTIES

        The Company's corporate headquarters and the headquarters of its
        domestic consumer health care business are located in Madison, New
        Jersey. The Company's domestic and international ethical pharmaceutical
        operations and its international consumer health care business are
        headquartered in three executive/administrative buildings in Radnor and
        St. Davids, Pennsylvania. The Company's animal health business is
        headquartered in Overland Park, Kansas. The agricultural products
        business maintains its headquarters in Parsippany, New Jersey. The
        Company's foreign subsidiaries and affiliates, which generally own their

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        properties, have manufacturing facilities in 23 countries outside the
        United States. The following are the principal manufacturing plants (M)
        and research laboratories (R) of the Company as of December 31, 1998:

        Pharmaceuticals and Consumer Health Care:

           United States:
           Charles City, Iowa (M)
           Fort Dodge, Iowa (M, R)
           Andover, Massachusetts (M, R)
           Cambridge, Massachusetts (R)
           Cherry Hill, New Jersey (M, R)
           Princeton, New Jersey (R)
           Chazy, New York (R)
           Pearl River, New York (M, R)
           Rouses Point, New York (M, R)
           Sanford, North Carolina (M)
           Marietta, Pennsylvania (M, R)
           Radnor, Pennsylvania (R)
           West Chester, Pennsylvania (M)
           Carolina, Puerto Rico (M)
           Guayama, Puerto Rico (M)
           Georgia, Vermont (M)
           Richmond, Virginia (M, R)

           International:
           St. Laurent, Canada (M, R)
           Suzhou, China (M)
           Munster, Germany (M)
           Havant, Great Britain (M, R)
           Askeaton, Ireland (M, R)
           Newbridge, Ireland (M)
           Catania, Italy (M, R)
           Cabuyao, Philippines (M)
           Hsin-Chu Hsien, Taiwan (M)

        All of the above facilities are exclusively pharmaceuticals
        facilities except for Pearl River, New York, Rouses Point, New York,
        Guayama, Puerto Rico, Richmond, Virginia, St. Laurent, Canada, Suzhou,
        China, Munster, Germany, Havant, Great Britain, Newbridge, Ireland and
        Hsin-Chu Hsien, Taiwan which are both pharmaceutical and consumer health
        care facilities.

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        Agricultural Products:

           United States:
           Hannibal, Missouri (M)
           Princeton, New Jersey (R)

           International:
           Paulinia, Brazil (M)
           Resende, Brazil (M)
           Genay, France (M)
           Schwabenheim, Germany (R)

        All of the above properties are owned except certain facilities
        in Cambridge, Massachusetts, Cherry Hill, New Jersey, Guayama, Puerto
        Rico and Suzhou, China which are under lease. The Company also owns or
        leases a number of other smaller properties worldwide which are used for
        manufacturing, research, warehousing and office space.

ITEM 3. 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.

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

        As of March 22, 1999, the Company has been served or is aware that
        it has been named as a defendant in 2,615 lawsuits as the manufacturer
        of PONDIMIN and/or the distributor of REDUX. These lawsuits have
        been filed on behalf of individuals who claim to have been injured
        as a result of their use of PONDIMIN and/or REDUX, either individually
        or in combination with the prescription drug phentermine (which the
        Company does not manufacture, distribute or market). The lawsuits also
        often name as defendants other distributors and/or retailers of PONDIMIN
        and/or REDUX, the manufacturers, distributors and/or retailers of
        phentermine and physicians or other health care providers. The Company
        anticipates that it will be named as a defendant in an unknown number of
        additional PONDIMIN and/or REDUX lawsuits in the future.

        Of the 2,615 lawsuits naming the Company as a defendant, 70 are
        actions that seek certification of a class, some on a national and
        others on a statewide basis. Of these 70 lawsuits, 29 are pending in
        various federal district courts and 41 are pending in various state
        courts. A number of the actions brought in state courts have been

                                      I-11
<PAGE>
        removed to federal courts. Individual plaintiffs have filed the
        remaining lawsuits: 833 individual lawsuits are pending in various
        federal district courts and 1,712 individual lawsuits are pending in
        various state courts. On December 10, 1997, the federal Judicial Panel
        on Multi-District Litigation ("MDL") transferred all pending federal
        lawsuits alleging injuries from the use of REDUX and/or PONDIMIN to the
        U.S. District Court for the Eastern District of Pennsylvania, where they
        are being coordinated for all pretrial purposes before U.S. District
        Judge Louis C. Bechtle. The state cases are pending in 45 different
        states or jurisdictions, with the bulk of the cases in Alabama,
        California, Florida, Kentucky, New Jersey, New York, Oklahoma,
        Pennsylvania, Texas and Utah.

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

        Motions to certify a class of state residents who used REDUX or
        PONDIMIN and who are seeking medical monitoring or surveillance for
        possible injuries have been granted in Illinois (Rhyne, et al. v. AHPC,
        et al., Circuit Court, Chancery Division, Cook Cty., No. 98-CH-04099);
        New Jersey (Vadino, et al. v. AHPC, et al., Superior Court, Middlesex
        Cty., No. MID-L-425-98); Pennsylvania (In re Pennsylvania Diet Drugs
        Litigation, Court of Common Pleas, Philadelphia Cty., No. 9709-3162);
        Texas (Earthman, et al. v. AHPC, District Court, Montgomery Cty., No.
        97-10-03790-CV); Washington (St. John, et al. v. AHPC, et al., Superior
        Court, Spokane Cty., No. 97-2-06368-4); and West Virginia (Burch, et al.
        v. AHPC, et al., Circuit Court, Brooke Cty., No. 97-C-204 (1-11)). All
        of these decisions have been or will be appealed. In Arkansas (Baker, et
        al. v. Wyeth-Ayerst Laboratories, et al., Circuit Court, Washington
        Cty., No. CIV 97-1192), the court found that certification was precluded
        by the myriad individual medical and legal issues presented by the
        plaintiffs' claims. Class certification will be briefed and argued in
        1999 in Iowa, Kentucky, Montana and New York. In Florida (Petito, et al.
        v. A.H. Robins Company, Inc., et al., Circuit Court, Dade Cty., No.
        97-26031 CA 21), the court has dismissed plaintiffs' claims for medical
        monitoring on the grounds that no such cause of action exists under
        Florida law. In the federal MDL proceedings, plaintiffs in 28 separate
        actions have filed a total of 17 motions seeking class certification for
        a variety of classes. The court heard argument on the motions on March
        17, 1999. Several individual state cases are also expected to go to
        trial during 1999.

                                      I-12
<PAGE>
        The Company is also named as a defendant in two shareholder
        lawsuits arising out of the REDUX and PONDIMIN withdrawal. Oran, et al.
        v. Stafford, et al. (No. 97-CV-4513 (NHP), U.S.D.C., D.N.J.), which was
        commenced on September 18, 1997, is a securities fraud putative class
        action in which plaintiffs allege, on behalf of a class of individuals
        who purchased shares of AHPC Common Stock on the open market during the
        period from March 1, 1997 through September 16, 1997, that the Company
        (and nine officers and directors named as controlling persons under
        section 20(a) of the Securities Exchange Act of 1934 (the "Exchange
        Act")) engaged in a plan to defraud the market and purchasers of AHPC
        Common Stock in violation of section 10(b) of the Exchange Act and SEC
        Rule 10b-5 by failing to disclose material facts or making material
        misstatements of fact regarding alleged adverse events associated with
        REDUX and PONDIMIN, in particular the alleged association between those
        two products and valvular heart disease. Plaintiffs' amended complaint
        also includes claims for negligent misrepresentation and common law
        fraud and deceit. Plaintiffs seek compensatory damages for themselves
        and for the class. On February 5, 1999, the Oran case was dismissed with
        prejudice by the U.S. District Court for the District of New Jersey.
        Plaintiffs have filed a Notice of Appeal to the U.S. Court of Appeals
        for the Third Circuit. Grill v. Stafford, et al., (No. MRS-L-164-98,
        N.J. Sup. Ct., Morris Cty.), which was commenced on January 14, 1998, is
        a shareholder derivative action filed against the Company, the directors
        (other than Mr. Essner), a former director and officer of the Company,
        and certain officers which seeks to recover any losses or damages
        sustained by the Company, as well as profits from the sale of stock by
        present and former officers and directors, as a result of alleged
        intentional, reckless or negligent breaches of fiduciary duty by the
        defendants. The complaint contains allegations of material misstatements
        and omissions regarding alleged adverse events associated with REDUX and
        PONDIMIN similar to those described above and alleges that the
        defendants' actions have exposed the Company to liability for personal
        injury lawsuits and securities claims.

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

        As of March 22, 1999, there were pending against the Company
        approximately 3,730 lawsuits in federal or state courts on behalf of
        approximately 41,082 plaintiffs alleging injuries as a result of use of
        the NORPLANT SYSTEM, the Company's implantable contraceptive containing
        levonorgestrel. Although approximately 60 of the cases have been filed
        as class actions, class certification has been denied in the federal 
        actions.  It has also been denied in each of the four states 
        that have decided motions for class certification.  In West Virginia, 
        where the court had indicated during 1998 that it would certify a 
        statewide class of NORPLANT users, plaintiffs have moved the court for 
        the entry of a class certification order and a hearing on that motion  
        is scheduled for March 31, 1999 (Ramey, et al. v. Harts Health Clinic, 
        Inc., Circuit Court, Lincoln Cty., West Virginia, No. 97-C-132).  A 
        motion to certify a class of Louisiana NORPLANT users is also expected 
        to be heard during 1999.  On December 6, 1994, the MDL ordered that all 
        NORPLANT SYSTEM lawsuits filed in federal courts be consolidated for 
        pretrial proceedings in the U.S. District Court (E.D. Tex.) in 
        Beaumont. The MDL proceedings now account for approximately 30,000 of 
        the NORPLANT SYSTEM plaintiffs. Following the denial of class 
        certification at the federal level, the MDL court scheduled three 
        "bellwether" trials, each involving the claims of five Texas 
        plaintiffs. Rather than proceeding with the first of these trials,
        the court entered summary judgment in favor of the Company on all of
        plaintiffs' claims and that decision was affirmed by the U.S. Court of
        Appeals for the Fifth Circuit during 1998. All but three of the state 
        NORPLANT SYSTEM cases involving the Company that have approached trial 
        have either been dismissed by the courts or withdrawn by the plaintiffs.
        The first NORPLANT SYSTEM lawsuit to go to trial (Morales, et al. v.
        Wyeth-Ayerst Laboratories, et al., District Court, Hidalgo Cty., Texas,
        No. C-1679-95-F) ended with a mistrial being declared on January 23,
        1998, due to conflicts among plaintiffs' attorneys. The first NORPLANT

                                      I-13
<PAGE>
        SYSTEM case to reach a jury verdict (Gaytan, et al. v. Wyeth-Ayerst
        Laboratories, et al., District Court, Cameron Cty., Texas, No.
        C-95-08-3985-A) resulted in a judgment in favor of the Company on
        September 3, 1998. That judgment has not been appealed. The third case
        to go to trial, and the second to reach a verdict (Davis, et al. v.
        AHPC, et al., District Court, Jefferson Cty., Texas, No. B-150,760)
        concluded with a verdict rendered on March 4, 1999. On March 24, 1999,
        the court entered judgment in favor of the Company on the claims of 
        three of the four plaintiffs in the Davis case.  Judgment on the claims
        of the fourth plaintiff has not yet been entered.  The Company will 
        continue to contest the NORPLANT SYSTEM litigation vigorously.

        Two putative personal injury class actions have been filed in
        connection with the Company's voluntary withdrawal from the market of
        DURACT, its non-narcotic analgesic pain reliever. McGloin v.
        Wyeth-Ayerst Laboratories, filed on June 30, 1998 in the U.S. District
        Court for the Northern District of California (No. C-98-2596-CW), seeks
        the certification of a nationwide class of persons who used DURACT and
        who have suffered or may suffer liver damage or related conditions as a
        result of using the product. Chimento, et al. v. Wyeth-Ayerst
        Laboratories, et al., filed on July 21, 1998 in the 34th Judicial
        District Court of Louisiana for the Parish of St. Bernard (No. 982488),
        seeks the certification of a class of Louisiana residents who were 
        exposed to and who suffered injury from DURACT. Plaintiffs in both 
        cases seek compensatory and punitive damages, the refund of all 
        purchase costs, and the creation of a court-supervised medical 
        monitoring program for the diagnosis and treatment of liver damage and 
        related conditions allegedly caused by DURACT. The Company intends to 
        defend the DURACT litigation vigorously.

        On July 7, 1997, the plaintiffs were awarded $44 million in
        compensatory damages and $1 million in punitive damages in an action
        which was commenced in U.S. District Court in August 1993 (University of
        Colorado et al. v. American Cyanamid Company, Docket No. 93-K-1657,
        D.Col.). The plaintiffs had accused Cyanamid of misappropriating the
        invention of, and patenting as its own, the formula for the current
        MATERNA Multi-Vitamins. The complaint also contained allegations of
        conversion, fraud, misappropriation, wrongful naming of inventor and
        copyright and patent infringement. The patent whose ownership and
        inventorship is in dispute was granted to Cyanamid in 1984. The Court
        had previously granted Cyanamid's summary judgment motions dismissing
        all counts for relief except for unjust enrichment and fraud, which were
        the issues tried before the court in a three-week bench trial in May
        1996. Although the plaintiffs had earlier been granted summary judgment
        of their copyright infringement claim, the court had declined to award
        plaintiffs damages on that claim. Plaintiffs' post-trial motions seeking
        to increase the damages to approximately $111 million allegedly
        representing Cyanamid's gross profit for 1982-1985 from the sale of the
        reformulated MATERNA product and to recover approximately $800,000 of
        attorneys fees has been denied. The Company has appealed the district
        court decision to the U.S. Court of Appeals for the Federal Circuit.
        Plaintiffs have cross-appealed the District Court's decision denying
        damages on the copyright claim, denying plaintiffs post-trial motions

                                      I-14
<PAGE>
        regarding the calculation of damages and all other orders entered
        against the plaintiffs by the District Court. The Court of Appeals
        decision is pending.

        On October 14, 1993, Rite Aid Corporation, Revco D.S. Inc., and
        other retail drug chains and retail pharmacies filed an action in U.S.
        District Court (M.D. Pa.) against the Company, other pharmaceutical
        manufacturers and a pharmacy benefit management company alleging that
        the Company and other defendants provided discriminatory price and
        promotional allowances to managed care organizations and others in
        violation of the Robinson-Patman Act. The complaint further alleged
        collusive conduct among the defendants related to the alleged
        discriminatory pricing in violation of the Sherman Antitrust Act as well
        as certain other violations of common law principles of unfair
        competition.

        Subsequently, numerous other cases, many of which were purported
        class actions brought on behalf of retail pharmacies and retail drug and
        grocery chains, were filed in various federal courts against the Company
        as well as other pharmaceutical manufacturers and wholesalers. These
        cases made one or more similar allegations of violations of federal or
        state antitrust or unfair competition laws. In addition, a mail order
        pharmacy plaintiff alleged that it was forced out of business and
        certain plaintiffs also alleged that the defendants' patents covering
        brand name prescription drugs give the defendants power to enter into
        exclusionary arrangements with certain managed care customers and seek
        compulsory patent licenses. The various class actions were consolidated
        as a single class action (the "Consolidated Class Action") which alleged
        violations of Section 1 of the Sherman Act. All of the federal actions
        have been coordinated and consolidated for pretrial purposes under the
        caption In re Brand Name Prescription Drugs Antitrust Litigation (MDL
        997 N.D. Ill.). These federal actions seek treble damages in unspecified
        amounts and injunctive and other relief.

        In June 1996, the court in the federal actions approved an amended
        settlement among certain defendants, including the Company, and the
        Consolidated Class Action plaintiffs. The settlement provides, among
        other things, for certain payments to be made by the settling
        defendants, over a period of three years, to the Consolidated Class
        Action plaintiffs. The Company's settlement payments (including payments
        to be made on behalf of Cyanamid) total $42.5 million. Certain
        provisions of the amended settlement, which became effective on January
        28, 1998 and will be in effect for three years, prohibit the settling
        manufacturers from refusing to grant discounts to retailers solely
        because of their status as retailers and require that retailers be given
        the opportunity to demonstrate their ability to move market share and to
        negotiate and earn discounts similar to any discounts offered to managed
        care organizations. The terms of the settlement also provide that it
        shall not be deemed or construed to be an admission or evidence of any
        violation of any statute or law or of any liability or wrongdoing by the
        Company or of the truth of any of the claims or allegations alleged in
        the Consolidated Class Action.

        In January 1999, after a trial on the merits involving manufacturers
        and wholesalers that had not previously settled the Consolidated Class
        Action case, the district court granted a directed verdict to the
        defendants in that case. Plaintiffs have appealed.

                                  I-15
<PAGE>
        The Company has also settled the following cases brought by
        retailers that opted out of the Consolidated Class Action: Albertson's,
        Inc., et al. v. Abbott Labs., et al. (Docket No. 94-C-3669, S.D. Ohio);
        American Drug Stores, Inc. v. Abbott Labs., et al. (Docket No.
        97-C-8076, N.D. Ill.); Eckerd Corp. v. Abbott Labs., et al. (Docket No.
        97-C-8075, N.D. Ill.); and two groups of cases brought by retail
        pharmacies, one involving five complaints with multiple plaintiffs and
        the other involving 113 complaints with multiple plaintiffs. The terms
        of the settlements, which are not material to the Company, provide that
        they shall not be deemed to be an admission of or evidence of any
        violation of any statute or law or of any liability or wrongdoing by the
        Company. The remaining individual actions in MDL 997, including those
        brought by Rite Aid Corporation, Revco D.S. Inc., and other retailers,
        continue to be pending against the Company.

        In 1997, the class action plaintiffs also filed a complaint against
        the defendants that settled the Consolidated Class Action, including
        the Company. The class action plaintiffs allege that the settling
        defendants conspired to not implement the affirmative obligations in
        the settlement agreements which were before the Seventh Circuit Court
        of Appeals and not yet final at that time. The complaint seeks class
        action status and requests preliminary and permanent injunctions. It
        does not request money damages. The request for a preliminary
        injunction was denied.

        In addition to the federal actions, similar litigation on behalf
        of consumers or retail pharmacies has been brought in various state
        courts, including purported class actions in Alabama, Arizona,
        California, Colorado, District of Columbia, Florida, Kansas, Maine,
        Michigan, Minnesota, Mississippi, New York, North Carolina, North
        Dakota, Tennessee, Washington and Wisconsin. The Company and certain
        other defendants have entered into an agreement to settle the California
        litigation. Under this agreement, which has not received final approval
        by the court, the Company would pay approximately $3.1 million in cash
        and approximately $16 million in product valued at the wholesale
        acquisition cost. Additionally, the Company and other defendants have
        entered into settlements to resolve the consumer actions in Arizona, the
        District of Columbia, Florida, Kansas, Maine, Michigan, Minnesota, New
        York, North Carolina, Tennessee and Wisconsin. The aggregate payments by
        the Company under these settlements amounted to approximately $5.4
        million. The Company and other defendants have also settled a purported
        class action with similar allegations under state antitrust, unfair
        competition and unitary pricing laws in Wisconsin state court on behalf
        of retail pharmacies located in that state. The Company's share of that
        settlement was approximately $440,000. Final approval was received for a
        settlement of a similar state law case by retailers in Minnesota. The
        Company's share of the Minnesota settlement with retailers was
        approximately $99,000. The actions in Colorado and Washington were
        dismissed on pre-trial motions.

        The FTC has been investigating allegations of concerted action
        in the pricing of pharmaceutical products and the Company has provided
        information in response to a subpoena.

        In an action commenced in state court in Texas in January 1997
        by Avatex Corporation (formerly FoxMeyer Health Corporation) against
        McKesson Corp., the Company's Wyeth-Ayerst Laboratories Division and
        eleven other manufacturers, which was removed to U.S. District Court for

                                      I-16
<PAGE>
        the Northern District of Texas (Civil Action No. 3:99-CV-0010-L) and
        referred to U.S. Bankruptcy Court in Dallas, Texas (Adv. No. 397-3052,
        U.S.B.C., N.D. Tex.), Avatex is seeking in excess of $400 million in
        compensatory damages alleged to have risen from an alleged conspiracy to
        drive Avatex's subsidiary into bankruptcy, ostensibly so that McKesson
        could then purchase the drug distribution operations of the subsidiary
        at a discounted price. Some of the plaintiff's counts were dismissed but
        Avatex has appealed the dismissal.

        The Company has agreed to pay $5.2 million to settle a purported
        class action commenced in 1997 in state court in Tennessee, Fox v.
        American Cyanamid Company (No. 19,996, Ch. Ct. Tenn.) that alleges
        violations of state antitrust and consumer protection laws by Cyanamid
        concerning pricing practices relating to marketing programs for crop
        protection products. The complaint purports to be on behalf of indirect
        purchasers of Cyanamid's crop protection products in the states of
        Tennessee, Alabama, California, Florida, Kansas, Maine, Michigan,
        Minnesota, Mississippi, New Mexico, North Carolina, North Dakota, South
        Dakota, West Virginia, Wisconsin and the District of Columbia. The
        settlement is subject to court approval. The terms of the settlement
        provide that it is not an admission or evidence of wrongdoing by the
        Company or of the truth of any of the claims alleged. A purported class
        action in federal court in Alabama, Lowell v. American Cyanamid Company
        (No. 97-581-BH-M, U.S.D.C., S.D. Ala.) alleges violations of federal
        antitrust laws involving pricing practices relating to marketing
        programs for crop protection products. This action was dismissed but the
        plaintiffs have appealed the dismissal to the U.S. Court of Appeals for
        the 11th Circuit.

        On November 24, 1998, two applicators of herbicides filed a complaint
        (WoodTech Services, Inc. v. American Cyanamid Co., CV98-C-2935-W USDC
        West. Dist. Ala.) alleging that Cyanamid discriminated in price in 
        connection with the sale of herbicides to the plaintiffs and to 
        applicators who are affiliated with distributors for Cyanamid.  The
        complaint seeks injunctive and other relief.

        The Company has been named as a defendant in seven lawsuits in
        which plaintiffs purport to represent a statewide class of health care
        workers who have been injured by needle and syringe devices manufactured
        by the Company's former Sherwood-Davis & Geck subsidiary. The complaints
        have been filed in Alabama, Florida, New Jersey, Ohio, Oklahoma,
        Pennsylvania, Texas and South Carolina and contain virtually identical
        allegations. (Daniels v. AHPC, et al., No. 2757-G, Circ. Ct., Montgomery
        Cty., Alabama; Swartley v. AHPC et al., No. L-9448-98, Sup. Ct., Camden
        Cty., New Jersey; Grant v. AHPC, et al., No. C2-98-344, U.S.D.C., S. D.
        Ohio; Palmer v. AHPC, et al., No. CJ-98-685, Dist. Ct., Sequoyah Cty.,
        Oklahoma; Snodgrass v. AHPC et al., No. 1998-03474, Ct. of Common Pleas,
        Philadelphia, Pennsylvania; Calvin v. AHPC, et al., No. 342-173329-98,
        Dist. Ct., Tarrant Cty., Texas; Bates v. AHPC et al., No. 98-CP-40-4343,
        Circ. Ct., Richland Cty., South Carolina). Each names AHPC, Becton
        Dickinson and Company, Sherwood's largest competitor, and Tyco
        International (U.S.) Inc., Sherwood's current corporate parent, as well
        as several distributors of medical devices. The complaints allege that
        the needle and syringe devices designed and manufactured by Sherwood are
        defective in that they expose healthcare workers to the risk of
        accidental needlesticks and the resultant possibility of acquiring
        blood-borne diseases. Each named plaintiff seeks to represent a

                                      I-17
<PAGE>
        statewide class of healthcare workers who have sustained a
        "contaminated" needlestick; reported the incident to their employer and
        have tested negative for a blood-borne disease. The complaints seek
        recovery for the costs of treating the needlesticks and for the
        emotional distress allegedly arising out of the fear of contracting a
        disease from the incidents. The Company is being defended and
        indemnified in each of these cases by Tyco with respect to injuries
        alleged to have occurred after February 27, 1998 and the Company remains
        responsible for injuries occurring prior to that date and is defending
        and indemnifying Tyco for those injuries. A class has not been certified
        in any of the cases. A class certification hearing is set for June 1,
        1999 in the Calvin case in Texas. Discovery in the other six cases has
        not yet commenced. The Company will defend the needlestick litigation
        vigorously.

        As discussed in Item I, the Company is a party to, or otherwise
        involved in, legal proceedings under CERCLA and similar state laws
        directed at the cleanup of various sites including 61 Superfund sites,
        including the Cyanamid-owned Bound Brook, N.J. site. The Company's
        potential liability varies greatly from site to site. For some sites,
        the potential liability is de minimis and, for others, the final costs
        of cleanup have not yet been determined. As assessments and cleanups
        proceed, these liabilities are reviewed periodically and are adjusted as
        additional information becomes available. Environmental liabilities are
        inherently unpredictable. The liabilities can change substantially due
        to such factors as additional information on the nature or extent of
        contamination, methods of remediation required and other actions by
        governmental agencies or private parties. The 61 Superfund sites exclude
        sites for which Cytec assumed full liability and agreed to indemnify
        Cyanamid but include certain sites for which there is shared
        responsibility between Cyanamid and Cytec. The Company has no reason to
        believe that it has any practical exposure to any of the liabilities
        against which Cytec has agreed to assume and indemnify Cyanamid.

        In the opinion of the Company, although the outcome of any litigation
        cannot be predicted with certainty, the ultimate liability of the
        Company in connection with pending litigation and other matters
        described above will not have a material adverse effect on the Company's
        financial position but could be material to the results of operations in
        any one accounting period.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        None.

                                      I-18
<PAGE>

EXECUTIVE OFFICERS OF THE REGISTRANT AS OF MARCH 29,1999

Each officer is elected to hold office until a successor is chosen or until
earlier removal or resignation. None of the executive officers is related to
another:

                                                              Elected to
      Name               Age     Offices and Positions           Office

John R. Stafford          61     Chairman of the Board        December 1986
                                   President and Chief
                                   Executive Officer
                                   Chairman of
                                   Executive, Finance,
                                   Operations and
                                   Nominating Committees

   Business Experience:          1991 to date, Chairman
                                   of the Board, President and
                                   Chief Executive Officer
                                   (President to May 1990 and
                                   from February 1994)

Robert G. Blount          60     Senior Executive Vice        October 1995
                                   President 
                                   Director,
                                   Member of Executive,
                                   Finance and Operations
                                   Committees

   Business Experience:          To October 1995,
                                   Executive Vice President
                                 October 1995 to date,
                                   Senior Executive Vice
                                   President

Robert Essner             51     Executive Vice President     September 1997
                                   Director, Member of
                                   Finance and
                                   Operations Committees

   Business Experience:          To March 1997, President,
                                   Wyeth-Ayerst Laboratories,
                                   U.S. Pharmaceutical
                                   Business
                                 March 1997 to September
                                   1997, President,
                                   Wyeth-Ayerst Global
                                   Pharmaceuticals
                                 September 1997 to date,
                                   Executive Vice President

Joseph J. Carr            56     Senior Vice President        May 1993
                                   Member of Finance and
                                   Operations Committees

   Business Experience:          To May 1993, Group Vice
                                   President 
                                 May 1993 to date,
                                   Senior Vice President

                                      I-19

<PAGE>
                                                                Elected to
      Name               Age     Offices and Positions            Office

Louis L. Hoynes,Jr.       63     Senior Vice President and      November 1990
                                   General Counsel
                                   Member of Finance and
                                   Operations Committees

   Business Experience:          1991 to date, Senior Vice
                                   President and General
                                   Counsel

Robert I. Levy, M.D.      61     Senior Vice President -        March 1998
                                   Science and Technology
                                   Member of Finance and
                                   Operations Committees

   Business Experience:          To March 1998, President,
                                   Wyeth-Ayerst Research
                                 March 1998 to date,
                                   Senior Vice President -
                                   Science and Technology

William J. Murray         53     Senior Vice President          October 1995
                                   Member of Finance and
                                   Operations Committees

   Business Experience:          To January 1995, Group
                                   Vice President,
                                   American Cyanamid Company
                                 January 1995 to October
                                   1995, Vice President
                                 October 1995 to date,
                                   Senior Vice President

David M. Olivier          55     Senior Vice President          January 1996
                                   Member of Finance and
                                   Operations Committees

   Business Experience:          To January 1996, President,
                                   Wyeth-Ayerst
                                   International, Inc.
                                 January 1996 to date,
                                   Senior Vice President

                                      I-20

<PAGE>
                                                                Elected to
      Name               Age     Offices and Positions            Office

John R. Considine         48     Vice President - Finance       February 1992
                                   Member of Finance and
                                   Operations Committees

   Business Experience:          1992 to date, Vice
                                   President - Finance

Paul J. Jones             53     Vice President and             May 1995
                                   Comptroller
                                   Member of Finance
                                   Committee

   Business Experience:          To April 1995, Senior
                                   Vice President -
                                   Finance and
                                   Administration,
                                   Wyeth-Ayerst
                                   Laboratories Division
                                 May 1995 to date, Vice
                                   President and
                                   Comptroller

Rene R. Lewin             52     Vice President - Human         May 1994
                                   Resources 
                                   Member of Finance Committee

   Business Experience:          To May 1994, Executive
                                   Director Human Resources -
                                   Worldwide Pharmaceutical
                                   Division, Eli Lilly
                                   and Company
                                 May 1994 to date, Vice
                                   President - Human
                                   Resources

Thomas M. Nee             59     Vice President - Taxes       May 1986
                                   Member of Finance
                                   Committee

   Business Experience:          1991 to date, Vice
                                   President - Taxes

                                      I-21
<PAGE>
                                    PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

           The New York Stock Exchange is the principal market on which the 
           Company's Common Stock is traded. Tables showing the high and low 
           sales price for the Common Stock, as reported in the consolidated 
           transaction reporting system, and the dividends paid per common 
           share for each quarterly period during the past two years, as
           presented in Market Prices of Common Stock and Dividends
           on page 45 of the Company's 1998 Annual Report to Shareholders, 
           are incorporated herein by reference.

           There were 64,873 holders of record of the Company's Common
           Stock as of March 15, 1999.

ITEM 6.    SELECTED FINANCIAL DATA

           The data with respect to the last five fiscal years, appearing in
           the Ten-Year Selected Financial Data presented on pages 26 and 27 of
           the Company's 1998 Annual Report to Shareholders, are incorporated
           herein by reference.

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

           Management's Discussion and Analysis of Financial Condition and
           Results of Operations, appearing on pages 46 through 52 of the
           Company's 1998 Annual Report to Shareholders, is incorporated
           herein by reference.

ITEM 7(A). QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

           The Market Risk Disclosures as set forth in Management's
           Discussion and Analysis of Financial Condition and Results of
           Operations, appearing on page 51 of the Company's 1998 Annual Report
           to Shareholders, are incorporated herein by reference.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

           The Consolidated Financial Statements and Notes to Consolidated
           Financial Statements on pages 28 through 43 of the Company's 1998
           Annual Report to Shareholders, the Report of Independent Public
           Accountants on page 44, and Quarterly Financial Data on page 45, are
           incorporated herein by reference.

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE

           None.

                                     II-1
<PAGE>
                                    PART III


ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     (a)   Information relating to the Company's directors is incorporated
           herein by reference to pages 2 and 3 of a definitive proxy
           statement filed with the Securities and Exchange Commission on
           March 18, 1999 ("the 1999 Proxy Statement").

     (b)   Information relating to the Company's executive officers as of March
           29, 1999 is furnished in Part I hereof under a separate unnumbered
           caption ("Executive Officers of the Registrant as of March 29,
           1999").

     (c)   Information relating to certain filing obligations of directors
           and executive officers of the Company under the federal
           securities laws set forth on page 5 of the 1999 Proxy Statement
           under the caption "Section 16(a) Beneficial Ownership Reporting
           Compliance" is incorporated herein by reference.

ITEM 11.   EXECUTIVE COMPENSATION

           Information relating to executive compensation is incorporated herein
           by reference to pages 8 through 15 (excluding the performance graph 
           on page 13) of the 1999 Proxy Statement.  Information with respect 
           to compensation of directors is incorporated herein by reference to 
           pages 4 and 5 of the 1999 Proxy Statement.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

           Information relating to security ownership is incorporated herein by
           reference to pages 6 and 7 of the 1999 Proxy Statement.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

           None.

                                     III-1
<PAGE>
                                    PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

 (a)1.     Financial Statements

           The following Consolidated Financial Statements, Notes to
           Consolidated Financial Statements and Report of Independent Public
           Accountants, included on pages 28 through 44 of the Company's 1998
           Annual Report to Shareholders, are incorporated herein by reference.

                                                                  Pages
           Consolidated Balance Sheets as of
           December 31, 1998 and 1997                               28

           Consolidated Statements of Income
           for the years ended December 31,
           1998, 1997 and 1996                                      29

           Consolidated Statements of Changes in
           Stockholders' Equity for the years ended
           December 31, 1998, 1997 and 1996                         30

           Consolidated Statements of Cash Flows
           for the years ended December 31, 1998,
           1997 and 1996                                            31

           Notes to Consolidated Financial Statements               32-43

           Report of Independent Public Accountants                 44

(a)2.      Financial Statement Schedules

           The following consolidated financial information is included in
           Part IV of this report:
                                                                  Pages
           Report of Independent Public Accountants on
           Supplemental Schedule                                    IV-8

           Schedule II - Valuation and Qualifying Accounts
           for the years ended December 31, 1998,
           1997 and 1996                                            IV-9

           Schedules other than those listed above are omitted because they are
           not applicable.

                                      IV-1
<PAGE>
ITEM 14. (Continued)

(a)3.      Exhibits

    Exhibit No.                              Description

    (3.1)    The Company's Restated Certificate of Incorporation is
             incorporated herein by reference to Exhibit 3.1 of the Company's
             Form 10/A dated May 4, 1998.

    (3.2)    The Company's By-Laws are incorporated herein by reference to
             Exhibit 3.2 of the Company's Form 10/A dated May 4, 1998.

    (4.1)    Indenture, dated as of April 10, 1992, between the Company and
             The Chase Manhattan Bank (successor to Chemical Bank), as Trustee,
             is incorporated by reference to Company's Exhibit 2 of the
             Company's Form 8-A dated August 25, 1992 (File 1-1225).

    (4.2)    Supplemental Indenture, dated October 13, 1992, between the
             Company and The Chase Manhattan Bank (successor to Chemical Bank),
             as Trustee, is incorporated by reference to the Company's Form 10-Q
             for the quarter ended September 30, 1992 (File 1-1225).

    (10.1)   B Credit Agreement, dated as of September 9, 1994, among the
             Company, American Home Food Products, Inc., Sherwood Medical
             Company, A.H. Robins Company, Incorporated, the several banks and
             other financial institutions from time to time parties thereto and
             The Chase Manhattan Bank (successor to Chemical Bank), as agent for
             the lenders thereunder, filed as Exhibit 11(b)(3) to Amendment
             No. 7 to the Schedule 14D-1 is incorporated herein by reference.

    (10.2)   First Amendment to B Credit Agreement, dated as of August 4, 1995,
             among the Company, American Home Food Products, Inc., Sherwood
             Medical Company, A.H. Robins Company, Incorporated, the several 
             banks and other financial institutions from time to time parties 
             thereto and The Chase Manhattan Bank (successor to Chemical Bank), 
             as agent for the lenders thereunder, is incorporated by reference 
             to Exhibit 10.4 of the Company's Form 10-K for the year ended
             December 31, 1995.

    (10.3)   Second Amendment to B Credit Agreement, dated as of August 2, 1996,
             among the Company, American Home Food Products, Inc., Sherwood 
             Medical Company, A.H. Robins Company, Incorporated, the several 
             banks and other financial institutions from time to time parties 
             thereto and The Chase Manhattan Bank, as agent for the lenders 
             thereunder, is incorporated by reference to Exhibit 10.6 of the 
             Company's Form 10-K for the year ended December 31, 1996.

                                      IV-2
<PAGE>
ITEM 14. (Continued)

(a)3.      Exhibits

   Exhibit No.                               Description

    (10.4)   Third Amendment to B Credit Agreement, dated as of July
             31, 1997, among the Company, Sherwood Medical Company, A.H.
             Robins Company, Incorporated, AC Acquisition Holding
             Company, the several banks and other financial institutions
             from time to time parties thereto and The Chase Manhattan
             Bank, as agent for the lenders thereunder, is incorporated
             by reference to Exhibit 10.8 of the Company's Form 10-K for
             the year ended December 31, 1997.

    (10.5)   Letter, dated March 26, 1998, amending the B Credit Agreement,
             among the Company, AC Acquisition Holding Company, A. H. Robins
             Company, Incorporated, the lender parties thereto and The Chase
             Manhattan Bank, as Agent, dated as of September 9, 1994 and as
             amended is incorporated herein by reference to Exhibit 10.1 of the
             Company's Form 10-Q for the quarter ended March 31, 1998.

    (10.6)*  1980 Stock Option Plan, as amended, is incorporated by
             reference to Exhibit 10.3 of the Company's Form 10-K for the
             year ended December 31, 1991 (File 1-1225).

    (10.7)*  Amendment to the 1980 Stock Option Plan is incorporated by
             reference to Exhibit 10.7 of the Company's Form 10-K for the year
             ended December 31, 1995.

    (10.8)*  1985 Stock Option Plan, as amended is, incorporated by
             reference to Exhibit 10.4 of the Company's Form 10-K for the year
             ended December 31, 1991 (File 1-1225).

    (10.9)*  Amendment to the 1985 Stock Option Plan is incorporated by
             reference to Exhibit 10.9 of the Company's Form 10-K for the year
             ended December 31, 1995.

    (10.10)* Amendment to the 1985 Stock Option Plan is incorporated by
             reference to Exhibit 10.12 of the Company's Form 10-K for the
             year ended December 31, 1996.

    (10.11)* 1990 Stock Incentive Plan is incorporated by reference to
             Exhibit 28 of the Company's Form S-8 Registration Statement File
             No. 33-41434 under the Securities and Exchange Act of 1933, filed
             June 28, 1991 (File 1-1225).

    (10.12)* Amendment to the 1990 Stock Incentive Plan is incorporated
             by reference to Exhibit 10.13 of the Company's Form 10-K for the
             year ended December 31, 1995.

* Denotes management contract or compensatory plan or arrangement required to be
  filed as an exhibit hereto.

                                      IV-3
<PAGE>

ITEM 14. (Continued)

(a)3.      Exhibits

   Exhibit No.                               Description

    (10.13)* Amendment to the 1990 Stock Incentive Plan is incorporated
             by reference to Exhibit 10.21 of the Company's Form 10-K for the
             year ended December 31, 1996.

    (10.14)* 1993 Stock Incentive Plan, as amended to date, is incorporated
             by reference to Appendix III of the Company's definitive
             Proxy Statement filed March 18, 1999.

    (10.15)* 1996 Stock Incentive Plan, as amended to date, is incorporated
             by reference to Appendix II of the Company's definitive Proxy
             Statement filed March 18, 1999.

    (10.16)* 1999 Stock Incentive Plan, is incorporated by reference to
             Appendix I of the Company's definitive Proxy Statement filed
             March 18, 1999.

    (10.17)* Form of Stock Option Agreement (phased vesting). 

    (10.18)* Form of Special Stock Option Agreement (phased vesting) is
             incorporated by reference to Exhibit 10.27 of the Company's Form
             10-K for the year ended December 31, 1995.

    (10.19)* Form of Special Stock Option Agreement (three-year vesting)
             is incorporated by reference to Exhibit 10.28 of the Company's
             Form 10-K for the year ended December 31, 1995.

    (10.20)* Amendment to Special Stock Option Agreement is incorporated
             by reference to Exhibit 10.30 of the Company's Form 10-K for the
             year ended December 31, 1996.

    (10.21)* Form of Stock Option Agreement (transferable options).

    (10.22)* Form of Restricted Stock Performance Award Agreement under
             the 1990 Stock Incentive Plan, 1993 Stock Incentive Plan and 1996
             Stock Incentive Plan for a three year period.

    (10.23)* Form of Restricted Stock Performance Award Agreement under
             the 1990 Stock Incentive Plan, 1993 Stock Incentive Plan and 1996
             Stock Incentive Plan for a two year period.

    (10.24)* Special Restricted Stock Performance Award Agreement under
             the 1996 Stock Incentive Plan for William J. Murray.



* Denotes management contract or compensatory plan or arrangement required to be
  filed as an exhibit hereto.

                                      IV-4

<PAGE>

ITEM 14. (Continued)

(a)3.      Exhibits

   Exhibit No.                               Description

    (10.25)* Restricted Stock Trust Agreement under the 1993 Stock
             Incentive Plan is incorporated by reference to Exhibit 10.23 of
             the Company's Form 10-K for the year ended December 31, 1995.

    (10.26)* Management Incentive Plan, as amended to date.

    (10.27)* 1994 Restricted Stock Plan for Non-Employee Directors, as
             amended to date.

    (10.28)* Stock Option Plan for Non-Employee Directors.

    (10.29)* Savings Plan, as amended, is incorporated by reference to
             Exhibit 99 of the Company's Form S-8 Registration Statement File
             No. 33-50149 under the Securities and Exchange Act of 1933, filed
             September 1, 1993 (File 1-1225).

    (10.30)* Retirement Plan for Outside Directors, as amended on
             January 27, 1994, is incorporated by reference to Exhibit 10.12
             of the Company's Form 10-K for the year ended December 31, 1993.

    (10.31)* Directors' Deferral Plan is incorporated by reference to
             Exhibit 10.37 of the Company's Form 10-K for the year ended
             December 31, 1996.

    (10.32)* Deferred Compensation Plan,as amended to date.

    (10.33)* Executive Retirement Plan is incorporated by reference to
             Exhibit 10.2 of the Company's Form 10-Q for the quarter ended
             September 30, 1997.

    (10.34)* Supplemental Employee Savings Plan is incorporated by
             reference to Exhibit 10.42 of the Company's Form 10-K for the
             year ended December 31, 1997.

    (10.35)* Supplemental Executive Retirement Plan is incorporated by
             reference to Exhibit 10.6 of the Company's Form 10-K for the
             year ended December 31, 1990 (File 1-1225).

    (10.36)* American Cyanamid Company's Supplemental Executive Retirement 
             Plan is incorporated by reference to Exhibit 10K of American 
             Cyanamid Company's Form 10-K for the year ended December 31, 1988 
             (File 1-3426).



* Denotes management contract or compensatory plan or arrangement required to be
  filed as an exhibit hereto.

                                      IV-5
<PAGE>

ITEM 14. (Continued)

(a)3.      Exhibits

   Exhibit No.                               Description

    (10.37)* American Cyanamid Company's Supplemental Employees Retirement
             Plan Trust Agreement, dated September 19, 1989, between American
             Cyanamid Company and Morgan Guaranty Trust Company of New York is
             incorporated by reference to Exhibit 10K of American Cyanamid
             Company's Form 10-K for the year ended December 31, 1989 (File
             1-3426).

    (10.38)* American Cyanamid Company's ERISA Excess Retirement Plan is
             incorporated by reference to Exhibit 10N of American Cyanamid
             Company's Form 10-K for the year ended December 31, 1988 (File
             1-3426).

    (10.39)* American Cyanamid Company's Excess Retirement Plan Trust
             Agreement, dated September 19, 1989, between American Cyanamid
             Company and Morgan Guaranty Trust Company of New York is
             incorporated by reference to Exhibit 10M of American Cyanamid
             Company's Form 10-K for the year ended December 31, 1989 (File
             1-3426).

    (10.40)* Form of Severance Agreement entered into between the Company
             and the executive officers specified therein is incorporated by
             reference to Exhibit 10.43 of the Company's Form 10-K for the year
             ended December 31, 1997.

    (10.41)* Form of Severance Agreement entered into between the Company
             and the executive officers specified therein is incorporated by
             reference to Exhibit 10.1 of the Company's Form 10-Q for the
             quarter ended June 30, 1998.

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

    (13)     1998 Annual Report to Shareholders. Such report, except for
             those portions thereof which are expressly incorporated by
             reference herein, is furnished solely for the information of the
             Commission and is not to be deemed "filed" as part of this
             filing.

    (21)     Subsidiaries of the Company.

    (23)     Consent of Independent Public Accountants relating to their
             report dated January 26, 1999, consenting to the incorporation
             thereof in Registration Statements on Form S-3 (File Nos.
             33-45324 and 33-57339) and on Form S-8 (File Nos. 2-96127,
             33-24068, 33-41434, 33-53733, 33-55449, 33-45970, 33-14458,
             33-50149, 33-55456 and 333-15509) by reference to the Form 10-K
             of the Company filed for the year ended December 31, 1998.


* Denotes management contract or compensatory plan or arrangement required to be
  filed as an exhibit hereto.

                                      IV-6
<PAGE>
ITEM 14. (Continued)

(a)3.      Exhibits

   Exhibit No.                               Description

    (27)     Financial Data Schedule.

    (99)     Cautionary Statements regarding "Safe Harbor" Provisions of the
             Private Securities Litigation Reform Act of 1995.

(b)          Reports on Form 8-K

             A Current Report on Form 8-K regarding the Company's termination
             of the merger agreement with Monsanto Company was filed on October
             13, 1998.

                                      IV-7
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS







To American Home Products Corporation:


     We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements included in American Home Products
Corporation's Annual Report to Shareholders incorporated by reference in this
Form 10-K, and have issued our report thereon dated January 26, 1999. Our audit
was made for the purpose of forming an opinion on those statements taken as a
whole. The schedule listed in the accompanying index is the responsibility of
the Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. The schedule has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion,
fairly states in all material respects the financial data required to be set
forth therein in relation to the basic financial statements taken as a whole.




                              ARTHUR ANDERSEN LLP





New York, N.Y.
January 26, 1999


                                      IV-8

<PAGE>
<TABLE>
             American Home Products Corporation and Subsidiaries
                Schedule II - Valuation and Qualifying Accounts
              For the Years Ended December 31, 1998, 1997 and 1996
                             (Dollars in thousands)
<CAPTION>

     Column A                       Column B   Column C   Column D   Column E

                                     Balance                          Balance
                                       at                                at
                                    Beginning            Deductions     End
                                    of Period  Additions     (A)      of Period
<S>                                   <C>       <C>        <C>        <C> 
Description
    
Year ended 12/31/98:
Allowance for doubtful accounts       $168,425  $ 58,685   $ 44,041   $183,069
Allowance for cash discounts            28,730   236,273    225,532     39,471
Allowance for deferred tax assets      299,424    10,245     60,618    249,051

                                      $496,579  $305,203   $330,191   $471,591


Year ended 12/31/97:
Allowance for doubtful accounts       $179,980  $  9,974   $ 21,529   $168,425
Allowance for cash discounts            24,141   226,284    221,695     28,730
Allowance for deferred tax assets      294,840    19,486     14,902    299,424

                                      $498,961  $255,744   $258,126   $496,579

Year ended 12/31/96:
Allowance for doubtful accounts       $108,164  $ 88,273   $ 16,457   $179,980
Allowance for cash discounts            27,445   235,802    239,106     24,141
Allowance for deferred tax assets      206,644   117,569     29,373    294,840

                                      $342,253  $441,644   $284,936   $498,961

</TABLE>


(A) Represents amounts used for the purposes for which the accounts
    were created and reversal of amounts no longer required.



                                      IV-9
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Annual Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                       AMERICAN HOME PRODUCTS CORPORATION
                                  (Registrant)


March 29, 1999                        By /S/ Robert G. Blount
                                             Robert G. Blount
                                             Senior Executive Vice President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.

            Signatures                Title                         Date

Principal Executive Officer:

/S/ John R. Stafford             Chairman, President            March 29, 1999
    John R. Stafford             and Chief Executive Officer

Principal Financial Officer:

/S/ Robert G. Blount             Senior Executive Vice          March 29, 1999
    Robert G. Blount             President and Director

Principal Accounting Officer:

/S/ Paul J. Jones                Vice President and             March 29, 1999
    Paul J. Jones                Comptroller

Directors:

/S/ Clifford L. Alexander, Jr.   Director                       March 29, 1999
    Clifford L. Alexander, Jr.

/S/ Frank A. Bennack, Jr.        Director                       March 29, 1999
    Frank A. Bennack, Jr.

/S/ Robert Essner                Director                       March 29, 1999
    Robert Essner

                                     IV-10
<PAGE>

            Signatures               Title                         Date

/S/ John D. Feerick              Director                       March 29, 1999
    John D. Feerick

/S/ John P. Mascotte             Director                       March 29, 1999
    John P. Mascotte

/S/ Mary Lake Polan, M.D., Ph.D. Director                       March 29, 1999
    Mary Lake Polan, M.D., Ph.D.

/S/ Ivan G. Seidenberg           Director                       March 29, 1999
    Ivan G. Seidenberg

/S/ John R. Torell III           Director                       March 29, 1999
    John R. Torell III


                                     IV-11
<PAGE>



                               INDEX TO EXHIBITS


Exhibit No.                      Description

(10.17)* Form of Stock Option Agreement (phased vesting).

(10.21)* Form of Stock Option Agreement (transferable options).

(10.22)* Form of Restricted Stock Performance Award Agreement under the
         1990 Stock Incentive Plan, 1993 Stock Incentive Plan and 1996 Stock
         Incentive Plan for a three year period.

(10.23)* Form of Restricted Stock Performance Award Agreement under the
         1990 Stock Incentive Plan, 1993 Stock Incentive Plan and 1996 Stock
         Incentive Plan for a two year period.

(10.24)* Special Restricted Stock Performance Award Agreement under the
         1996 Stock Incentive Plan for William J. Murray.

(10.26)* Management Incentive Plan, as amended to date.

(10.27)* 1994 Restricted Stock Plan for Non-Employee Directors, as amended
         to date.

(10.28)* Stock Option Plan for Non-Employee Directors.

(10.32)* Deferred Compensation Plan, as amended to date.

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

(13)     1998 Annual Report to Shareholders. Such report, except for those
         portions thereof which are expressly incorporated by reference herein,
         is furnished solely for the information of the Commission and is not
         to be deemed "filed" as part of this filing.

(21)     Subsidiaries of the Company.

(23)     Consent of Independent Public Accountants relating to their report
         dated January 26, 1999, consenting to the incorporation thereof in
         Registration Statements on Form S-3 (File Nos. 33-45324 and 33-57339)
         and on Form S-8 (File Nos. 2-96127, 33-24068, 33-41434, 33-53733,
         33-55449, 33-45970, 33-14458, 33-50149, 33-55456 and 333-15509) by
         reference to the Form 10-K of the Company filed for the year ended
         December 31, 1998.

(27)     Financial Data Schedule.

(99)     Cautionary Statements regarding "Safe Harbor" Provisions of the
         Private Securities Litigation Reform Act of 1995.


* Denotes management contract or compensatory plan or arrangement required to be
  filed as an exhibit hereto.