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, 2003                                           1-1225
    -----------------                                           ------

                                      Wyeth
                                      -----
             (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, $0.33 - 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 (ss. 229.405 of this chapter) 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. [ ]

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

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter.


Aggregate market value at June 30, 2003                     $60,628,530,512

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

                                                            Outstanding at
                                                            March 1, 2004
                                                            -------------

Common Stock, $0.33 - 1/3 par value                         1,333,071,684

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) 2003 Annual Report to Stockholders - In Parts I, II and IV
--------------------------------------------------------------
(2) Proxy Statement to be filed on or about March 17, 2004 - In Part III
------------------------------------------------------------------------

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                                     PART I
                                     ------

ITEM 1.     BUSINESS
            --------

            General
            -------

            Unless stated to the contrary, or unless the context otherwise
            requires, references to the Company in this report include Wyeth and
            subsidiaries.

            Wyeth, a Delaware corporation (the "Company") organized in 1926, is
            currently engaged in the discovery, development, manufacture,
            distribution and sale of a diversified line of products in three
            primary businesses: Wyeth Pharmaceuticals ("Pharmaceuticals"), Wyeth
            Consumer Healthcare ("Consumer Healthcare") and Fort Dodge Animal
            Health ("Animal Health"). Pharmaceuticals include branded human
            ethical pharmaceuticals, biologicals and nutritionals. Principal
            products include neuroscience therapies, cardiovascular products,
            nutritionals, gastroenterology drugs, anti-infectives, vaccines,
            oncology therapies, musculoskeletal therapies, hemophilia
            treatments, immunological products and women's health care products.
            Consumer Healthcare products include analgesics, cough/cold/allergy
            remedies, nutritional supplements, and hemorrhoidal, asthma and
            other relief items sold over-the-counter. Principal Animal Health
            products include vaccines, pharmaceuticals, parasite control and
            growth implants.

            Prior to July 15, 2002, the Company was the beneficial owner of
            223,378,088 shares of Immunex Corporation ("Immunex") common stock.
            On July 15, 2002, Amgen Inc. ("Amgen") completed its acquisition of
            Immunex. Under the terms of the acquisition agreement, each share of
            Immunex common stock was exchanged for 0.44 shares of Amgen common
            stock and $4.50 in cash. Accordingly, the Company received
            98,286,358 shares of Amgen common stock (representing approximately
            7.7% of Amgen's outstanding common stock) and $1.005 billion in cash
            in exchange for all of its shares of Immunex common stock. The
            Company began selling its Amgen shares in the 2002 fourth quarter
            and completed the sales of all such shares as of January 21, 2003
            for aggregate net proceeds of $4.831 billion. The Company and Amgen
            continue to co-promote ENBREL in the United States and Canada with
            the Company having exclusive international rights to ENBREL. The
            financial aspects of the existing licensing and marketing rights to
            ENBREL remain substantially unchanged.

            In October 2000, the Company had increased its ownership in Immunex
            (subsequently acquired by Amgen) from approximately 53% to
            approximately 55% by converting a $450 million convertible
            subordinated note into 15,544,041 newly issued shares of common
            stock of Immunex. In November 2000, through a public equity
            offering, the Company sold 60.5 million shares of Immunex common
            stock. Proceeds to the Company were approximately $2.405 billion
            resulting in a pre-tax gain on the sale of $2.061 billion. The
            public equity offering reduced the Company's ownership in Immunex,
            at that time, from approximately 55% to approximately 41%, which
            represented the ownership at December 31, 2000. As a result of the
            reduction in ownership below 50%, the Company included the financial
            results of Immunex on an equity basis retroactive to January 1,
            2000.

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<PAGE>

            Additional information relating to Immunex/Amgen common stock
            transactions is set forth in Note 2 of the Notes to Consolidated
            Financial Statements in the Company's 2003 Annual Report to
            Stockholders and is incorporated herein by reference. Also included
            in Note 2 are descriptions of the 2002 first quarter sale of the
            Company's Rhode Island facility to Immunex (subsequently acquired by
            Amgen) and 2003, 2002 and 2001 net gains on sales of assets
            including the 2002 fourth quarter sale of the Company's generic
            human injectables product line to Baxter Healthcare Corporation.

            On June 30, 2000, the Company completed the sale of its Cyanamid
            Agricultural Products business, a manufacturer, distributor, and
            seller of crop protection and pest control products worldwide, to
            BASF Aktiengesellschaft ("BASF") for $3.800 billion in cash and the
            assumption of certain debt. The Company recorded an after-tax loss
            on the sale of this business and reflected this business as a
            discontinued operation in the 2000 first quarter. The loss on the
            sale was determined based on the difference in the book value of the
            net assets sold compared with the price received for these net
            assets. The sale of the Cyanamid Agricultural Products business
            produced a gain for tax purposes and a loss for book purposes, as
            the Company did not get a step-up in cost basis for tax purposes.
            This divergence, primarily caused by goodwill, was included in the
            basis for book purposes but was not included in the basis for tax
            purposes. The lower tax basis created a taxable gain that required a
            tax provision of approximately $855.2 million. This tax provision
            was combined with the pre-tax book loss of approximately $717.8
            million for a total after-tax loss on the sale of the business of
            $1.573 billion.

            Reportable Segments
            -------------------

            Financial information, by reportable segment, for each of the three
            years ended December 31, 2003 is set forth in Note 15 of the Notes
            to Consolidated Financial Statements in the Company's 2003 Annual
            Report to Stockholders and is incorporated herein by reference.

            The Company has four reportable segments: Pharmaceuticals, Consumer
            Healthcare, Animal Health and Corporate. The Company's
            Pharmaceuticals, Consumer Healthcare and Animal Health reportable
            segments are strategic business units that offer different products
            and services. Beginning in the 2003 fourth quarter, the Company
            changed its reporting structure to include the Animal Health
            business as a separate reportable segment. The Animal Health
            business was previously reported within the Pharmaceuticals segment.
            Prior period information presented in Note 15 of the Notes to
            Consolidated Financial Statements in the Company's 2003 Annual
            Report to Stockholders was restated to be on a comparable basis. The
            reportable segments are managed separately because they manufacture,
            distribute and sell distinct products and provide services, which
            require various technologies and marketing strategies. The Company
            sells its diversified line of products to wholesalers, pharmacies,
            hospitals, physicians, retailers and other health care institutions
            located in various markets in more than 140 countries throughout the
            world. Wholesale distributors and large retail establishments
            account for a large portion of the Company's consolidated net
            revenue and trade receivables, especially in the United States. The
            Company's top three customers accounted for 23% and 25% of the
            Company's consolidated net revenue in 2003 and 2002, respectively.
            The Company's largest customer accounted for 10% of consolidated net
            revenue in 2003 and 2002. The Company continuously monitors the
            creditworthiness

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            of its customers and has established internal policies regarding
            customer credit limits. The product designations appearing in
            differentiated type herein are trademarks.

            PHARMACEUTICALS SEGMENT

            The Pharmaceuticals segment manufactures, distributes, and sells
            branded human ethical pharmaceuticals, biologicals and nutritionals.
            These products are promoted and sold worldwide primarily to
            wholesalers, pharmacies, hospitals, physicians, retailers, and other
            human health care institutions. Some of these sales are made to
            large buying groups representing certain of these customers.
            Principal product categories and their respective products are:
            neuroscience therapies including EFFEXOR (marketed as EFEXOR
            internationally) and EFFEXOR XR; cardiovascular products including
            ALTACE (co-marketed with King Pharmaceuticals, Inc.) and INDERAL;
            nutritionals including S-26, 2ND AGE PROMIL and 3RD AGE PROGRESS
            (international markets only); gastroenterology drugs including ZOTON
            (international markets only) and PROTONIX (U.S. market only);
            anti-infectives including MINOCIN and ZOSYN (marketed as TAZOCIN
            internationally); vaccines including PREVNAR (marketed as PREVENAR
            internationally); oncology therapies; musculoskeletal therapies
            including ENBREL and SYNVISC; hemophilia treatments including
            BENEFIX Coagulation Factor IX (Recombinant) and REFACTO albumin-free
            formulated Factor VIII (Recombinant); immunological products
            including RAPAMUNE; and women's health care products including
            PREMARIN, PREMPRO, PREMPHASE, and ALESSE (marketed as LOETTE
            internationally). The Company manufactures these products in the
            United States and Puerto Rico, and in 16 foreign countries.

            Accounting for more than 10% of consolidated net revenue in 2003,
            2002 and 2001 were sales of neuroscience therapies of $2.923
            billion, $2.290 billion and $1.775 billion, respectively.
            Neuroscience therapies include 2003, 2002 and 2001 sales related to
            the EFFEXOR family of products of $2.712 billion, $2.072 billion and
            $1.542 billion, respectively. In addition, sales of women's health
            care products totaling $1.865 billion, $2.456 billion and $2.777
            billion accounted for more than 10% of consolidated net revenue in
            2003, 2002 and 2001, respectively, which include sales of the
            PREMARIN family products of $1.275 billion, $1.880 billion and
            $2.074 billion, respectively. Sales of gastroenterology drugs of
            $1.857 billion, which include sales of $1.493 billion related to
            PROTONIX also exceeded 10% of consolidated net revenue in 2003.
            Except as noted above, no other single pharmaceutical product or
            category of products accounted for more than 10% of consolidated net
            revenue in 2003, 2002 or 2001.

            CONSUMER HEALTHCARE SEGMENT

            The Consumer Healthcare segment manufactures, distributes and sells
            over-the-counter health care products. Principal Consumer Healthcare
            product categories and their respective products are: analgesics
            including ADVIL; cough/cold/allergy remedies including ROBITUSSIN,
            DIMETAPP and ALAVERT; nutritional supplements including CENTRUM
            products, CALTRATE and SOLGAR products; and hemorrhoidal, asthma and
            other relief items including CHAPSTICK. These products are generally
            sold to wholesalers and retailers and are promoted primarily to
            consumers

                                      I-3
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            worldwide through advertising. These products are manufactured in
            the United States and Puerto Rico, and in nine foreign countries.

            No single Consumer Healthcare product or category of products
            accounted for more than 10% of consolidated net revenue in 2003,
            2002 or 2001.

            ANIMAL HEALTH SEGMENT

            The Animal Health segment manufactures, distributes and sells animal
            biological and pharmaceutical products. Principal Animal Health
            product categories include pharmaceuticals, vaccines including WEST
            NILE - Innovator and parasite control including CYDECTIN, and growth
            implants. These products are sold to wholesalers, veterinarians and
            other animal health care providers. The Company manufactures these
            products in the United States and in seven foreign countries.

            No single Animal Health product or category of products accounted
            for more than 10% of consolidated net revenue in 2003, 2002 or 2001.

            CORPORATE SEGMENT

            Corporate is responsible for the treasury, tax and legal operations
            of the Company's businesses and maintains and/or incurs certain
            assets, liabilities, income, 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 and
            interest income, gains on the sales of investments and other
            corporate assets, gains relating to Immunex/Amgen common stock
            transactions, certain litigation provisions, including the REDUX and
            PONDIMIN litigation charges, special charges and other miscellaneous
            items. See Note 15 of the Notes to Consolidated Financial Statements
            in the Company's 2003 Annual Report to Stockholders for Corporate
            segment information, as well as additional disclosure relating to
            certain significant items listed above.

            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
            SYNVISC are produced by a single third-party manufacturer, and
            certain raw materials for REFACTO, RAPAMUNE, ZOTON, ZOSYN and oral
            contraceptives are sourced from sole third-party suppliers.

            Patents and Trademarks
            ----------------------

            Patent protection is, in the aggregate, considered to be of material
            importance in the Company's marketing of pharmaceutical products in
            the United States and in most major foreign markets. Patents may
            cover products, formulations, processes for, or intermediates useful
            in, the manufacture of products, or the uses of products. The
            Company owns, has applied for, or is licensed under, a large number
            of patents, both in

                                      I-4
<PAGE>

            the United States and other countries. Protection for individual
            products extends for varying periods in accordance with the date
            of grant and the legal life of patents in countries in which
            patents are granted. The protection afforded, which may also vary
            from country to country, depends upon the type of patent, its
            scope of coverage, and the availability of legal remedies in the
            country. There is no assurance that the patents the Company is
            seeking will be granted or that the patents the Company has been
            granted would be found valid if challenged. Moreover, patents
            relating to particular products, uses, formulations, or processes
            do not preclude other manufacturers from employing alternative
            processes or from marketing alternative products or formulations
            that might successfully compete with the Company's patented
            products.

            Patent portfolios developed for products introduced by the Company
            normally provide market exclusivity. The Company considers patent
            protection for certain products, processes, and uses to be important
            to its operations. For many of its products, in addition to compound
            patent protection, the Company holds other patents on manufacturing
            processes, formulations, or uses that may extend exclusivity beyond
            the expiration of the compound patent. Patents are in effect for the
            following major products in the United States. SYNVISC, a visco
            supplementation for treatment of osteoarthritis of the knee, has
            patent protection until at least 2010. The anti-infective ZOSYN has
            patent protection until at least 2007. ENBREL has patent protection
            until at least 2014. The anti-depressants EFFEXOR and EFFEXOR XR
            have patent protection until at least 2008. (Refer herein for a
            discussion of a lawsuit filed by the Company against Teva
            Pharmaceuticals USA ("Teva") in connection with Teva's filing of an
            Abbreviated New Drug Application ("ANDA") relating to EFFEXOR XR.)
            PREMPRO, a combination estrogen and progestin product, has patent
            protection until at least 2015. BENEFIX Coagulation Factor IX
            (Recombinant), a blood-clotting factor for hemophilia B, has patent
            protection until at least 2011. REFACTO, a recombinant factor VIII
            product without human serum albumin, has patent protection until at
            least 2010. PREVNAR, the Company's 7-valent pneumococcal conjugate
            vaccine has patent protection until at least 2004 and patent
            extension under the Hatch-Waxman Act has been applied for, which
            would extend exclusivity until 2007. PROTONIX, the Company's product
            for the short-term treatment of erosive esophagitis, has patent
            protection until at least 2010. PROHEART and CYDECTIN, the Company's
            Animal Health parasite control products, have patent protection
            until at least 2007 and patent extension has been applied for which
            would extend exclusivity until 2012.

            The Company has other patent rights covering additional products
            that have smaller net revenues. Patents on some of its newest
            products and late-stage product candidates could become significant
            to the Company's business in the future.

            While the expiration of a product patent normally results in a loss
            of market exclusivity for the covered product, commercial benefits
            may continue to be derived from later-expiring patents on processes
            and intermediates, patents relating to the use of products, patents
            relating to novel compositions and formulations; manufacturing trade
            secrets; trademark use; and marketing exclusivity that may be
            available under pharmaceutical regulatory laws. The effect of
            product patent expiration also depends upon many other factors such
            as the nature of the market and the position of the product in it,
            the growth of

                                      I-5
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            the market, the complexities and economics of the process for
            manufacture of the active ingredient of the product and the
            requirements of new drug provisions of the Federal Food, Drug and
            Cosmetic Act or similar laws and regulations in other countries.

            Additions to market exclusivity are sought in the United States and
            other countries through all relevant laws, including laws increasing
            patent life. Some of the benefits of increases in patent life have
            been partially offset by a general increase in the number of
            incentives for and use of generic products. In addition,
            improvements in intellectual property laws are sought in the United
            States and other countries through reform of patent and other
            relevant laws and implementation of international treaties.

            Outside the United States, the standard of intellectual property
            protection for pharmaceuticals varies widely. While many countries
            have reasonably strong patent laws, other countries currently
            provide little or no effective protection for inventions or other
            intellectual property rights. Under the Trade-Related Aspects of
            Intellectual Property Agreement administered by the World Trade
            Organization, over 140 countries have now agreed to provide
            non-discriminatory protection for most pharmaceutical inventions and
            to assure that adequate and effective rights are available to all
            patent owners. However, in many countries, this agreement will not
            become fully effective for many years. It is possible that changes
            to this agreement will be made in the future that will diminish or
            further delay its implementation in developing countries. It is too
            soon to assess how much, if at all, the Company will benefit
            commercially from these changes.

            The Drug Price Competition and Patent Term Restoration Act of 1984,
            commonly known as "Hatch-Waxman," made a complex set of changes to
            both patent and new-drug-approval laws in the United States. Before
            Hatch-Waxman, no drug could be approved without providing the U.S.
            Food and Drug Administration ("FDA") complete safety and efficacy
            studies, i.e., a complete New Drug Application ("NDA"). Hatch-Waxman
            authorizes the FDA to approve generic versions of innovative
            medicines without such information by filing an ANDA. In an ANDA,
            the generic manufacturer must demonstrate only pharmaceutical
            equivalence and bioequivalence between the generic version and the
            NDA-approved drug - not safety and efficacy. Absent a successful
            patent challenge, the FDA cannot approve an ANDA until after the
            innovator's patents expire. However, after the innovator has
            marketed its product for four years, a generic manufacturer may file
            an ANDA alleging that one or more of the patents listed in the
            innovator's NDA are invalid or not infringed. This allegation is
            commonly known as a "Paragraph IV certification." The innovator must
            then file suit against the generic manufacturer to protect its
            patents. If one or more of the NDA-listed patents are successfully
            challenged, the first filer of a Paragraph IV certification may be
            entitled to a 180-day period of market exclusivity over all other
            generic manufacturers. In recent years, generic manufacturers have
            used Paragraph IV certifications extensively to challenge patents on
            a wide array of innovative pharmaceuticals, and the Company expects
            this trend to continue.

            The Company has filed a suit against Teva alleging that the filing
            of an ANDA by Teva seeking FDA approval to market 37.5 mg, 75 mg and
            150 mg venlafaxine HCl extended-release capsules infringes certain
            of the Company's patents. Venlafaxine HCl is the

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<PAGE>

            active ingredient used in EFFEXOR XR. This matter is more fully
            described in Item 3. Legal Proceedings, which discussion is
            incorporated herein by reference.

            Aventis Pharma Deutschland ("Aventis") and King Pharmaceuticals,
            Inc. ("King") have filed suit against Cobalt Pharmaceuticals
            ("Cobalt"). The amended complaint alleges that the filing of an ANDA
            by Cobalt seeking FDA approval to market generic 1.25 mg, 2.5 mg, 5
            mg, and 10 mg ramipril capsules infringes two Aventis patents. The
            Company co-promotes ALTACE (ramipril) together with King. This
            matter is more fully described in Item 3. Legal Proceedings, which
            discussion is incorporated herein by reference.

            Sales in the Consumer Healthcare 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 in some
            countries have a perpetual life as long as they remain in use. In
            some other countries, trademark protection continues as long as
            registered. Registration is for a fixed term and can be renewed
            indefinitely. In the aggregate, the value of these trademarks and
            brand names are important to the Company's operation.

            Seasonality
            -----------

            Sales of Consumer Healthcare products are affected by seasonal
            demand for cough/cold products and, as a result, second quarter
            results for these products tend to be lower than results in other
            quarters.

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

            PHARMACEUTICALS SEGMENT

            The Company operates in the highly competitive pharmaceutical
            industry. The Company has many major multinational competitors and
            numerous smaller U.S. and foreign competitors. Based on net revenue,
            the Company believes it ranks within the top 10 competitors in the
            global pharmaceutical industry.

            The Company's competitive position is affected by many factors
            including prices; costs and resources available to develop, enhance
            and promote products; customer acceptance; product quality and
            efficacy; patent protection; development of alternative therapies
            by competitors; scientific and technological advances; the
            availability of generic substitutes; and governmental actions
            affecting drug importation, pricing and generic substitutes. In the
            United States, the growth of managed care organizations, such as
            health maintenance organizations and pharmaceutical benefit
            management companies, has resulted in increased competitive
            pressures. Moreover, 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, the Company's principal conjugated estrogens product
            manufactured from pregnant mare's urine, and related products
            PREMPRO and PREMPHASE (which are single tablet combinations of the
            conjugated estrogens in PREMARIN and the progestin

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<PAGE>

            medroxyprogesterone acetate) are the leaders in their categories and
            contribute significantly to net revenue and results of operations.
            PREMARIN's natural composition is not subject to patent protection
            (although PREMPRO has patent protection). PREMARIN, PREMPRO and
            PREMPHASE are indicated for the treatment of certain menopausal
            symptoms. They also are approved for the prevention of osteoporosis,
            a condition involving a loss of bone mass in postmenopausal women.
            Their use for that purpose in women without symptoms should be
            limited to cases where non-hormonal treatments have been seriously
            considered and rejected. Estrogen-containing products manufactured
            by other companies have been marketed for many years for the
            treatment of menopausal symptoms. During the past several years,
            other manufacturers have introduced products for the treatment
            and/or prevention of osteoporosis. New products containing different
            estrogens and/or different progestins than those found in PREMPRO
            and PREMPHASE, utilizing various forms of delivery and having many
            forms of the same indications, also have been introduced. Some
            companies have also attempted to obtain approval for generic
            versions of PREMARIN. These products, if approved, would be
            routinely substitutable for PREMARIN and related products under many
            state laws and third-party insurance payer plans. In May 1997, the
            FDA announced that it would not approve certain synthetic estrogen
            products as generic equivalents of PREMARIN given known
            compositional differences between the active ingredient of these
            products and PREMARIN. Although the FDA has not approved any generic
            equivalent to PREMARIN to date, PREMARIN will continue to be subject
            to competition from existing and new competing estrogen and other
            products for its approved indications and may be subject to generic
            competition from either synthetic or natural conjugated estrogens
            products in the future. One other company has announced that it has
            applied for FDA approval of a generic version of PREMARIN derived
            from the same natural source. Following a bench trial in November
            2002, a federal court found, in an order issued on October 2, 2003,
            that the company which had developed the estrogens to be used in
            this product, Natural Biologics, Inc., had misappropriated certain
            of the Company's trade secrets relating to the manufacture of
            PREMARIN. The court has entered a permanent injunction that, inter
            alia, bars Natural Biologics, Inc. from using the misappropriated
            trade secrets and from engaging in the research, development,
            production or manufacture of estrogens from urine. Wyeth v. Natural
            Biologics, Inc., et al., No. 98-2469 (JNE/JGL), U.S.D.C., D. Minn.
            Natural Biologics, Inc. has filed an appeal from the court's
            injunction. The Company cannot predict the timing or outcome of the
            appeal or of any other effort by any other company along these
            lines.

            Market demand for ENBREL is strong; however, the sales growth had
            been constrained by limits on the existing source of supply. In
            December 2002, the retrofitted Rhode Island facility owned by Amgen
            was completed and manufacturing production was approved by the FDA.
            Consequently, manufacturing capacity for ENBREL significantly
            increased in 2003. Market demand has continued to grow and
            additional manufacturing supply is projected to be required. In
            April 2002, Immunex (prior to being acquired by Amgen) announced it
            entered into a manufacturing agreement with Genentech, Inc. to
            produce ENBREL beginning in 2004, subject to FDA approval. The
            current plan for the longer term includes an additional
            manufacturing facility, which is being constructed by the Company in
            Ireland and expansion of the Rhode Island facility, both of which
            are expected to be completed during 2005.

                                      I-8
<PAGE>

            Worldwide demand for PREVNAR continues to grow. The
            manufacturing-related constraints that led to backorders throughout
            2002 were resolved early in 2003. By April 2003, demand in the
            United States and other markets where PREVNAR was available was met,
            and this continued through October 2003. More than 20 million doses
            of PREVNAR were produced in 2003. However, a late 2003 shutdown of
            the filling lines at the Company's Pearl River, New York facility
            was extended by six weeks beyond the original plan. As a result of
            this shutdown and other manufacturing issues, delays in product
            availability are anticipated throughout the first half of 2004 in
            all markets. As a result of delays in product availability, the
            Centers for Disease Control and Prevention and the European Agency
            for the Evaluation of Medicinal Products have issued interim dosing
            recommendations to reduce usage during the supply-constrained
            period. Capacity should be enhanced throughout 2004 due to internal
            improvements and third-party capacity. Although production issues
            are not yet fully resolved, the Company believes 2004 production
            will exceed the 2003 level.

            Refer to "Patents and Trademarks" section, herein for discussion of
            ANDA filings being submitted by generic competitors relating to
            EFFEXOR XR and ALTACE.

            CONSUMER HEALTHCARE SEGMENT

            The Consumer Healthcare business has many competitors. Based on net
            sales, the Company believes it ranks within the top five major
            competitors in 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; growth of generic store brands; and
            scientific and technological advances.

            ANIMAL HEALTH SEGMENT

            The Company competes with many major multinational competitors and
            numerous other producers of animal health products worldwide. Based
            on net revenue, the Company believes it ranks within the top five
            competitors in the worldwide animal health marketplace.

            Important competitive factors include price and cost effectiveness;
            development of new products and processes; customer acceptance;
            quality and efficacy; patent protection; innovation; development of
            new products by competitors; scientific and technological advances;
            and effective promotion to veterinary professionals and consumers.

            Research and Development
            ------------------------

            Worldwide research and development activities are focused on
            discovering, developing and bringing to market new products to treat
            and/or prevent some of the most serious health care problems. During
            2003, several major collaborative research and development
            arrangements were initiated or continued with other pharmaceutical
            and biotechnology companies. Research and development expenditures
            totaled approximately $2.094 billion in 2003, $2.080 billion in 2002
            and $1.870 billion in 2001

                                      I-9
<PAGE>

            with approximately 93%, 93% and 94% of these expenditures in the
            Pharmaceuticals segment in 2003, 2002 and 2001, respectively.

            At December 31, 2003, the Company's significant new product
            opportunities included two New Drug Applications, one preliminary
            market approval application and 12 biologics license applications
            filed with the FDA for review, and 60 active Investigational New
            Drug Applications. Additionally, the Company has filed six
            Supplemental Drug Applications seeking approval for significant new
            uses of existing products.

            During 2003, FDA approval was granted for ENBREL to reduce the signs
            and symptoms in patients with active ankylosing spondylitis ("AS");
            in early 2004, the European Commission also approved ENBREL for
            adults with severe active AS. Additionally, ENBREL received FDA
            approval for an expanded indication to inhibit the progression of
            structural damage of active arthritis in patients with psoriatic
            arthritis and an indication to improve physical functions in
            patients with moderately-to-severely active rheumatoid arthritis.
            Finally, in August 2003 the FDA approved a once-weekly dosing
            schedule for ENBREL.

            New low-dose formulations of PREMPRO gained FDA approval in March
            and June 2003 and also received approval for expanded uses to
            include the prevention of postmenopausal osteoporosis. In April and
            July 2003, the FDA approved a new low-dose strength of PREMARIN for
            treatment of vasomotor symptoms and postmenopausal osteoporosis.
            Also in April, the FDA approved RAPAMUNE for a new indication that
            provides for withdrawal of cyclosporine from the immunosuppressive
            regimen two to four months after renal transplantation in patients
            at low to moderate immunologic risk.

            During 2003, the Company launched over-the-counter products
            ROBITUSSIN COUGHGELS and CHILDREN'S DIMETAPP ND NON-DROWSY ALLERGY.

            Regulation
            ----------

            The Company's various health care products are subject to regulation
            by government agencies throughout the world. The primary emphasis of
            these regulatory 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, and
            consumer health care products. The Federal Trade Commission ("FTC")
            has the authority to regulate the promotion and advertising of
            consumer health care products including over-the-counter drugs and
            dietary supplements. The U.S. Department of Agriculture 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

                                      I-10
<PAGE>

            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. Pharmaceuticals 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 countries
            where the Company does business outside the United States, 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 FDA Modernization Act, which was passed in 1997, as extended by
            the Best Pharmaceuticals for Children Act, which was passed in 2002,
            includes a Pediatric Exclusivity Provision that may provide an
            additional six months of market exclusivity in the United States for
            new or currently marketed drugs, if certain pediatric studies
            requested by the FDA are completed by the applicant. The Company is
            considering seeking exclusivity based on pediatric studies for
            certain of the Company's products.

            The Company's Wyeth Pharmaceuticals division, a related subsidiary,
            and certain employees (including an executive officer of the
            Company) are subject to a consent decree entered into with the FDA
            in October 2000 following the seizure in June 2000 from the
            Company's distribution centers in Tennessee and Puerto Rico of a
            small quantity of certain of the Company's products manufactured at
            the Company's Marietta, Pennsylvania facility. The seizures were
            based on FDA allegations that products were not manufactured in
            accordance with current Good Manufacturing Practices. The consent
            decree, which has been approved by the U.S. District Court for the
            Eastern District of Tennessee, does not represent an admission by
            the Company or the employees of any violation of the Federal Food,
            Drug and Cosmetic Act or its regulations. The consent decree allows
            the continued manufacture of all of the products that the Company
            intends to manufacture at its Marietta, Pennsylvania facility, as
            well as the Company's Pearl River, New York facility, subject to
            review by independent consultants of manufacturing records prior to
            distribution of individual lots. In addition, as provided in the
            consent decree, an expert consultant has conducted a comprehensive
            inspection of the Marietta and Pearl River facilities and the
            Company has identified various actions to address the consultant's
            observations. The Company is in an ongoing process of completing
            these actions and obtaining verification of the Company's actions by
            the expert consultant. The verification process is subject to review
            by the FDA.

                                      I-11
<PAGE>

            Health care costs will continue to be the subject of attention in
            both the public and private sectors in the United States. Similarly,
            health care spending, including pharmaceutical pricing, is subject
            to increasing governmental review in international markets. The
            Company cannot predict whether future health care initiatives will
            be adopted or the extent to which the Company's business may be
            affected by these initiatives or other potential future legislative
            or regulatory developments.

            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 American
            Cyanamid Company (now known as Wyeth Holdings Corporation)
            ("Cyanamid") of Cytec Industries Inc. ("Cytec"), Cyanamid's former
            chemicals business, Cytec assumed the environmental 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. Cyanamid was acquired by the Company in 1994.

            Additional information on environmental matters is set forth in Note
            7 of the Notes to Consolidated Financial Statements in the Company's
            2003 Annual Report to Stockholders and is incorporated herein by
            reference.

            Employees
            ---------

            At December 31, 2003, the Company had 52,385 employees worldwide,
            with 28,500 employed in the United States including Puerto Rico.
            Approximately 15% of the Company's worldwide employees are
            represented by various collective bargaining groups. Relations with
            most organized labor groups remain relatively stable.

            Financial Information about the Company's U.S. and International
            ----------------------------------------------------------------
            Operations
            ----------

            Financial information about U.S. and international operations for
            each of the three years ended December 31, 2003 is set forth in Note
            15 of the Notes to Consolidated Financial Statements in the
            Company's 2003 Annual Report to Stockholders and is incorporated
            herein by reference.

                                      I-12
<PAGE>

            The Company's operations outside the United States are conducted
            primarily through subsidiaries. International net revenue in 2003
            amounted to 40% of the Company's total worldwide net revenue.

            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 is set forth
            under the caption "Quantitative and Qualitative Disclosures about
            Market Risk" in Management's Discussion and Analysis of Financial
            Condition and Results of Operations in the Company's 2003 Annual
            Report to Stockholders and is incorporated herein by reference.

            Availability of Information
            ---------------------------

            The annual report on Form 10-K and all other Company periodic
            reports (including quarterly reports on Form 10-Q, current reports
            on Form 8-K and all amendments thereto) are available promptly after
            filing with the Securities and Exchange Commission ("SEC") on the
            Company's Internet website at www.wyeth.com. Copies are also
            available, without charge, by contacting Wyeth Investor Relations
            at (973) 660-5000.

ITEM 2.     PROPERTIES
            ----------

            The Company's corporate headquarters and the headquarters of its
            Consumer Healthcare business are located in Madison, New Jersey. The
            Company's U.S. and international Pharmaceuticals operations are
            headquartered in owned facilities in Collegeville and Great Valley,
            Pennsylvania. The Company's Animal Health business is headquartered
            in Overland Park, Kansas, a leased facility. The Company's
            international subsidiaries and affiliates, which generally own their
            properties, have manufacturing facilities in 17 countries outside
            the United States.

            The properties listed below are the principal manufacturing plants
            (M) and research laboratories (R) of the Company as of December 31,
            2003, listed in alphabetical order by state or country. All of these
            properties are owned except certain facilities in Guayama, Puerto
            Rico, 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.

            Pharmaceuticals (P), Consumer Healthcare (C) and Animal Health (A):

            United States:                      Reportable Segment
            --------------                      ------------------
            Charles City, Iowa (M)                            (A)
            Fort Dodge, Iowa (M, R)                           (A)
            Andover, Massachusetts (M, R)       (P)
            Cambridge, Massachusetts (R)        (P)
            Princeton, New Jersey (R)           (P)
            Chazy, New York (R)                 (P)
            Pearl River, New York (M, R)        (P)    (C)
            Rouses Point, New York (M, R)       (P)    (C)
            Sanford, North Carolina (M, R)      (P)
            Collegeville, Pennsylvania (R)      (P)


                                      I-13
<PAGE>

            United States:                      Reportable Segment
            --------------                      ------------------
            Carolina, Puerto Rico (M)           (P)
            Guayama, Puerto Rico (M)            (P)    (C)
            Richmond, Virginia (M, R)           (P)    (C)

            International:                      Reportable Segment
            --------------                      ------------------
            St. Laurent, Canada (M, R)          (P)    (C)
            Suzhou, China (M)                   (P)    (C)
            Havant, England (M, R)              (P)    (C)
            Ghatkopar, India (M)                (P)
            Askeaton, Ireland (M, R)            (P)
            Newbridge, Ireland (M)              (P)
            Catania, Italy (M, R)               (P)           (A)
            Shiki, Japan (M, R)                 (P)
            Vallejo, Mexico (M)                 (P)    (C)
            Cabuyao, Philippines (M)            (P)
            Tuas, Singapore (M)                 (P)
            Gerona, Spain (M, R)                              (A)
            Hsin-Chu Hsien, Taiwan (M)          (P)    (C)    (A)

            The Company has pharmaceutical manufacturing facilities under
            construction in Grange Castle, Ireland. Further, the Company is
            working to support larger scale manufacturing in Sanford, North
            Carolina, Guayama, Puerto Rico and Newbridge, Ireland.

            The Company believes its properties to be adequately maintained and
            suitable for their intended use. The facilities generally have
            sufficient capacity for existing needs and expected near-term growth
            and expansion projects are undertaken as necessary to meet future
            needs.

                                      I-14

<PAGE>

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.

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

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

            On November 23, 1999, U.S. District Judge Louis C. Bechtle granted
            preliminary approval of the settlement and directed that notice of
            the settlement terms be provided to class members. The notice
            program began in December 1999. In early May 2000, the district
            court held a hearing on the fairness of the terms of the settlement,
            with an additional one-day hearing on August 10, 2000. On August 28,
            2000, Judge Bechtle issued an order approving the settlement.
            Several appeals were taken from that order to the U.S. Court of
            Appeals for the Third Circuit. All but one of those appeals was
            withdrawn during 2001, and, on August 15, 2001, the Third Circuit
            affirmed the approval of the settlement. When no petitions to the
            U.S. Supreme Court for certiorari were filed by January 2, 2002, the
            settlement was deemed to have received final judicial approval on
            January 3, 2002.

            As originally designed, the settlement was comprised of two
            settlement funds. Fund A (with a value at the time of settlement of
            $1 billion, plus $200.0 million for legal fees) was created to cover
            refunds, medical screening costs, additional medical services and
            cash payments, education and research costs, and administration
            costs. Fund A has been fully funded by contributions by the Company.
            Fund B (which was to be funded by the Company on an as-needed basis
            up to a total of $2.550 billion) would compensate claimants with
            significant heart valve disease. Any funds remaining in Fund A after
            all Fund A obligations were met were to be added to Fund B to be
            available to pay Fund B injury claims. Payments into the fund may
            continue, if necessary, until 2018.

            In December 2002, following a joint motion by the Company and
            plaintiffs' counsel, the Court approved an amendment to the
            settlement agreement which provided for the merger of Funds A and B
            into a combined fund which will now cover all expenses and injury
            claims in connection with the settlement. The effect of the merger
            is to accelerate

                                      I-15
<PAGE>

            the spillover of the expected remainder in Fund A, which is now
            available to pay Fund B claims. The merger of the two funds took
            place in January 2003.

            Diet drug users choosing to opt out of the settlement class were
            required to do so by March 30, 2000. The settlement agreement also
            gave class members who participate in the settlement the opportunity
            to opt out of the settlement at two later stages, although they
            remain members of the class and there are restrictions on the nature
            of claims they can pursue outside of the settlement. Class members
            who were diagnosed with certain levels of valvular regurgitation
            within a specified time frame could opt out following their
            diagnosis and prior to receiving any further benefits under the
            settlement ("Intermediate opt outs"). Class members who were
            diagnosed with certain levels of regurgitation and who elect to
            remain in the settlement, but who later develop a more severe
            valvular condition, may opt out at the time the more serious
            condition develops ("Back-End opt outs"). Under either of these
            latter two opt out alternatives, class members may not seek or
            recover punitive damages, may sue only for the condition giving rise
            to the opt out right, and may not rely on verdicts, judgments or
            factual findings made in other lawsuits. The Sixth Amendment to the
            settlement agreement also gave certain class members an additional
            opt out right, which is discussed below.

            On January 18, 2002, as collateral for the Company's financial
            obligations under the settlement, the Company established a security
            fund in the amount of $370.0 million. In April 2002, pursuant to an
            agreement among the Company, class counsel and representatives of
            the settlement trust, an additional $45.0 million (later reduced to
            $35.0 million) was added to the security fund. In February 2003, as
            required by the amendment to the settlement agreement merging the
            two settlement funds discussed above, an additional $535.2 million
            was added by the Company to the security fund bringing the total
            amount in the security fund to $940.2 million at December 31, 2003.
            The amounts in the security fund are owned by the Company and will
            earn interest income for the Company while residing in the security
            fund. The Company will be required to deposit an additional $180.0
            million in the security fund if the Company's credit rating, as
            reported by both Moody's and Standard & Poor's, falls below
            investment grade.

            The Company recorded an initial litigation charge of $4.750 billion
            in connection with the REDUX and PONDIMIN litigation in 1999, an
            additional charge of $7.500 billion in 2000, a third litigation
            charge of $950.0 million in 2001, a fourth charge of $1.400 billion
            in 2002 and a fifth litigation charge of $2 billion in the 2003
            third quarter. The remaining accrual at December 31, 2003 was $3.517
            billion.

            The number of individuals who have filed claims within the
            settlement that allege significant heart valve disease (known as
            "matrix" claims) has been higher than had been anticipated. The
            settlement agreement grants the Company access to claims data
            maintained by the settlement trust (the "Trust"). Based on its
            review of that data, the Company understands that, as of February
            25, 2004, the Trust had recorded approximately 113,000 matrix-level
            claim forms. Approximately 28,400 of these forms were so deficient,
            incomplete or duplicative of other forms filed by the same claimant
            that, in the Company's view, it is unlikely that a significant
            number of these forms will result in further claims processing.

                                      I-16
<PAGE>

            The Company's understanding of the status of the remaining
            approximately 84,600 forms, based on its analysis of data received
            from the Trust through February 25, 2004, is as follows.
            Approximately 12,240 of the matrix claims had been processed to
            completion, with those claims either paid (approximately 3,100
            claims, with payments of $1.168 billion), denied (approximately
            8,200) or withdrawn. Approximately 2,800 claims were in some stage
            of the 100% audit process ordered in late 2002 by the federal court
            overseeing the national settlement. Approximately 20,600 claims
            alleged conditions that, if true, would entitle the claimant to
            receive a matrix award; these claims had not yet entered the audit
            process. Another approximately 20,000 claims with similar
            allegations have been purportedly substantiated by physicians whose
            claims are now subject to the outcome of the Trust's Integrity
            Program, discussed below. Approximately 28,800 claim forms did not
            contain sufficient information even to assert a matrix claim,
            although some of those claim forms could be made complete by the
            submission of additional information and could therefore become
            eligible to proceed to audit in the future. The remaining
            approximately 160 claims were in the data entry process and could
            not be assessed.

            In addition to the approximately 113,000 matrix claims filed as of
            February 25, 2004, additional matrix claims may be filed through
            2015 by class members who develop a matrix condition in the future
            if they have registered with the Trust by May 3, 2003, and have
            demonstrated FDA+ regurgitation (i.e., mild or greater aortic
            regurgitation, or moderate or greater mitral regurgitation) or mild
            mitral regurgitation on an echocardiogram conducted after diet drug
            use and obtained either outside of the Trust by January 3, 2003 or
            within the Trust's screening program.

            The Company's understanding, based on data received from the Trust
            through February 25, 2004, is that audits had produced preliminary
            or final results on 3,224 of the claims that had begun the 100%
            audit process since its inception. Of these, 1,156 were found to be
            payable at the amount claimed and 70 were found to be payable at a
            lower amount than had been claimed. The remaining claims were found
            ineligible for a matrix payment, although the claimants may appeal
            that determination to the federal court overseeing the settlement.
            Because it remains unclear whether the claims audited to date are a
            representative sample of the claims that might proceed to audit, the
            Company cannot predict the ultimate outcome of the audit process.

            Both the volume and types of claims seeking matrix benefits received
            by the Trust to date differ materially from the epidemiological
            projections on which the court's approval of the settlement
            agreement was predicated. Based upon data received from the Trust,
            approximately 94% of the 20,700 matrix claimants who allege
            conditions that, if true, would entitle them to an award (and
            approximately 99% of the approximately 20,000 claims certified by
            physicians currently subject to the Trust's Integrity Program) seek
            an award under Level II of the five-level settlement matrix. (Level
            II covers claims for moderate or severe mitral or aortic valve
            regurgitation with complicating factors; depending upon the
            claimant's age at the time of diagnosis, and assuming no factors are
            present that would place the claim on one of the settlement's
            reduced payment matrices, awards under Level II ranged from $192,111
            to $643,500 on the settlement agreement's payment matrix.)

                                      I-17
<PAGE>

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

            Pursuant to the Integrity Program, the Trust has required additional
            information concerning matrix claims purportedly substantiated by 17
            identified physicians in order to determine whether to permit those
            claims to proceed to audit. Based upon data obtained from the Trust,
            the Company believes that approximately 20,000 matrix claims were
            purportedly substantiated by the 17 physicians covered by the
            Integrity Program as of February 25, 2004. It is the Company's
            understanding that additional claims substantiated by additional
            physicians might be subjected to the same requirements of the
            Integrity Program in the future. As an initial step in the integrity
            review process, each of the identified physicians has been asked to
            complete a comprehensive questionnaire regarding each claim and the
            method by which the physician reached the conclusion that it was
            valid. The ultimate disposition of any or all claims that are
            subject to the Integrity Program is at this time uncertain. Counsel
            for certain claimants affected by the program have challenged the
            Trust's authority to implement the Integrity Program and to require
            completion of the questionnaire before determining whether to permit
            those claims to proceed to audit. While that motion was denied by
            the court, additional challenges to the Integrity Program are
            possible.

            The Trust has also adopted a program to prioritize the handling of
            those matrix claims that it believes are least likely to be
            illegitimate. Under the program, claims under Levels III, IV and V
            will be processed and audited on an expedited basis. (Level III
            covers claims for heart valve disease requiring surgery to repair or
            replace the valve, or conditions of equal severity. Levels IV and V
            cover complications from, or more serious conditions than, heart
            valve surgery.) The program will also prioritize the auditing of,
            inter alia, Level I claims, all claims filed by a claimant without
            counsel (i.e., on a pro se basis) and Level II claims substantiated
            by physicians who have attested to fewer than 20 matrix claims.

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

                                      I-18
<PAGE>

            Finally, the Trust has filed a number of motions directed at the
            conduct of the companies that performed the echocardiograms on which
            many matrix claims are based. In a pair of motions related to the
            activities of a company known as EchoMotion, the Trust has asked the
            court to stay payment of claims already audited and found payable in
            whole or in part if the echocardiogram was performed by EchoMotion
            and to disqualify all echocardiograms by EchoMotion that have been
            used to support matrix claims that have not yet been audited. In
            addition, the Trust has filed a motion seeking discovery of 14
            specific companies whose echocardiograms support a large number of
            claims to determine whether their practices violate the settlement.
            The Trust has also sent letters to matrix claimants' lawyers
            requesting information about additional unidentified companies and
            has asked the Court's permission to subpoena the claimants' lawyers
            for this information if necessary. The Company has joined in certain
            of these motions. The Company does not currently have information
            about the number of matrix claims potentially affected by these
            motions.

            The Company continues to monitor the progress of the Trust's audit
            process and its Integrity Program and has brought and will continue
            to bring to the attention of the Trust and the court overseeing the
            settlement any additional irregularities that it uncovers in the
            matrix claim process. Even if substantial progress is made by the
            Trust, through its Integrity Program or other means, in reducing the
            number of illegitimate matrix claims, a significant number of the
            claims which proceed to audit might be interpreted as satisfying the
            matrix eligibility criteria, notwithstanding the possibility that
            the claimants may not in fact have serious heart valve disease. If
            so, matrix claims found eligible for payment after audit may cause
            total payments to exceed the $3.750 billion cap of the settlement
            fund.

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

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

                                      I-19
<PAGE>

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

            The Company's current understanding is that approximately 76,000
            Intermediate opt out forms were submitted by May 3, 2003, the
            applicable deadline for most class members (other than qualified
            class members receiving echocardiograms through the Trust after
            January 3, 2003, who may exercise Intermediate opt out rights within
            120 days after the date of their echocardiogram). The number of
            Back-End opt out forms received as of February 25, 2004 is estimated
            to be approximately 20,000, although certain additional class
            members may elect to exercise Back-End opt out rights in the future
            (under the same procedure as described above) even if the settlement
            fund is not exhausted. After eliminating forms that are duplicative
            of other filings, forms that are filed on behalf of individuals who
            have already either received payments from the Trust or settlements
            from the Company, and forms that are otherwise invalid on their
            face, it appears that approximately 78,000 individuals had filed
            Intermediate or Back-End opt out forms as of February 25, 2004.

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

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

            As of February 25, 2004, approximately 28,000 individuals who had
            filed Intermediate or Back-End opt out forms had filed lawsuits. The
            claims of most of these 28,000 plaintiffs are now pending in federal
            courts and have been or will be transferred for pretrial proceedings
            to the federal court overseeing the national settlement. The Company
            expects to challenge vigorously all Intermediate and Back-End opt
            out claims of questionable validity or medical eligibility and the
            number of such claims that meet the settlement's opt out criteria
            will not be known for some time. As a result, the Company cannot
            predict the ultimate number of purported Intermediate or Back-End
            opt outs that will satisfy the settlement's opt out requirements,
            but that number could be substantial.

                                      I-20
<PAGE>

            As to those opt outs who are found eligible to pursue a lawsuit, the
            Company also intends to vigorously defend these cases.

            The Company has resolved the claims of all but a small percentage of
            the "initial" opt outs (i.e., those individuals who exercised their
            right to opt out of the settlement class) and continues to work
            toward resolving the rest. It also continues to work toward
            resolving the claims of individuals who allege that they have
            developed PPH as a result of their use of the diet drugs. The
            Company intends vigorously to defend those initial opt out and PPH
            cases that cannot be resolved prior to trial.

            On February 7, 2003, a jury in Santa Fe, New Mexico hearing the
            REDUX lawsuit of Garcia v. Wyeth-Ayerst Laboratories Division of
            American Home Products Corporation, et al., No. D-0101-CV-2000-1387,
            1st Jud. Dist. Ct., Santa Fe Cty., New Mexico, an initial opt out
            case, rendered a verdict in favor of the Company. Judgment was
            subsequently entered in favor of the Company, and the plaintiff has
            filed an appeal.

            On November 6, 2003, a jury in the District Court of Texas, 60th
            Judicial District, Jefferson County, returned a verdict in favor of
            the plaintiff in the case of Hayes v. American Home Products, et
            al., No. B-165,374, the first Intermediate opt out case to go to
            trial. The jury in the Hayes case awarded the plaintiff $1.36
            million in compensatory damages for injuries allegedly sustained by
            the plaintiff due to her use of REDUX and PONDIMIN. The court
            subsequently entered judgment in the amount of $588,480, based upon
            a filing by the plaintiff conceding there was insufficient evidence
            to support the jury's award of future medical expenses. The Company
            has filed post-trial motions for judgment notwithstanding the
            verdict or for a new trial and intends to pursue an appeal, if
            necessary.

            On November 26, 2003, a jury in Georgia Superior Court, Fulton
            County, Atlanta Judicial Circuit, returned a verdict in favor of
            Wyeth in the case of Eichmiller et al. v. American Home Products,
            et al., Civ. A. No. 2002-CV-52077, the first Back-End opt out
            case to go to trial. Judgment was subsequently entered in favor
            of the Company, and the plaintiff has filed an appeal.

            As noted above, in 2003, the Company increased its reserves in
            connection with the REDUX and PONDIMIN diet drug matters by $2
            billion, bringing the total of the charges taken to date to $16.600
            billion. The $3.517 billion reserve at December 31, 2003 represents
            management's best estimate of the minimum aggregate amount
            anticipated to cover payments in connection with the Trust, up to
            its cap, initial opt outs, PPH claims, Intermediate, Back-End or
            Sixth Amendment opt outs (collectively, the "downstream" opt outs),
            and the Company's legal fees related to the diet drug litigation.
            Due to its inability to estimate the ultimate number of valid
            downstream opt outs, and the merits and value of their claims, as
            well as the inherent uncertainty surrounding any litigation, the
            Company is unable to estimate the amount of any additional financial
            exposure represented by the downstream opt out litigation. However,
            the amount of financial exposure beyond that which has been recorded
            could be significant.

            The Company intends to defend itself vigorously in the diet drug
            litigation and believes it can marshal significant resources and
            legal defenses to limit its ultimate liability.

                                      I-21
<PAGE>

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

            The Company is a party to various lawsuits involving alleged
            injuries as a result of the use of the NORPLANT SYSTEM, the
            Company's implantable contraceptive containing levonorgestrel. By
            final judgment dated August 14, 2002, United States District Judge
            Richard A. Schell granted in part and denied in part the Company's
            motion for summary judgment in the cases pending before him in the
            federal multidistrict NORPLANT litigation. In re: Norplant
            Contraceptive Products Liability Litigation, MDL No. 1038, U.S.D.C.,
            E.D. Tex. Judge Schell concluded that the learned intermediary
            doctrine barred plaintiffs' claims relating to any of 26 "Adverse
            Reactions" included on the NORPLANT product labeling and that there
            was insufficient evidence to support plaintiffs' allegations
            relating to any side effects not among those 26 listed in the
            labeling. The effect of Judge Schell's ruling was to grant summary
            judgment against 2,960 plaintiffs in 710 cases (virtually all of the
            plaintiffs asserting claims in the above MDL). Eighteen plaintiffs
            appealed this judgment to the United States Court of Appeals for the
            Fifth Circuit, which has now affirmed Judge Schell's ruling.

            The Louisiana Court of Appeals for the Fourth Circuit affirmed a
            lower court's certification of a statewide class of Louisiana
            NORPLANT users and the Louisiana Supreme Court has refused to hear a
            further appeal. Davis v. American Home Products Corporation, No. CDC
            94-11684, Orleans Parish. The matter has returned to the trial court
            level for further proceedings. The Company continues to believe that
            it has compelling arguments against class certification, which has
            been denied in all other federal and state cases.

            The Company continues to defend several individual NORPLANT cases
            alleging disparate injuries, including complications stemming from
            the removal of NORPLANT capsules, miscarriage and stroke.

            On July 9, 2002, interim findings from the Women's Health Initiative
            ("WHI") study evaluating hormone therapy ("HT") were released. The
            estrogen plus progestin arm of the study (in which the Company's
            PREMPRO product was used as the study drug) was stopped early
            because of findings of slightly increased risks of breast cancer,
            stroke and coronary heart disease among the women taking the drug
            compared to those in the placebo group. The arm of the study
            relating to the Company's PREMARIN conjugated estrogens product
            continued through March 2004 when the National Institutes of Health
            ("NIH") announced preliminary findings from the estrogen-only arm of
            the WHI study

                                      I-22
<PAGE>

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

            The Company is currently defending twenty-three class action
            lawsuits relating to PREMPRO: Albertson, et al. v. Wyeth, No.
            002944, Ct. Comm. Pleas, Phil. Cty., PA; Alexander, et al. v.
            Wyeth, No. 03-WM-0160, U.S.D.C., Col.; Brown, et al. v. Wyeth,
            No. CV03-0138 S, U.S.D.C., W.D. La.; Cook, et al. v. Wyeth, No.
            4-02-CV-00529WRW, U.S.D.C., E.D. Ark.; Crosby, et al. v. Wyeth,
            No. 03C2359, U.S.D.C., N.D., Ill; Cyrus, et al. v. Wyeth, No. 03
            CV 754, U.S.D.C., S.D.N.Y.; Dooley, et al. v. Wyeth, No. 03-2034
            KHV, U.S.D.C., D. Kan.; Favela et al. v. Wyeth, No. 02-5893DT,
            U.S.D.C., C.D. Cal.; Gallo, et al. v. Wyeth, No. 02857, Ct. Comm.
            Pleas, Phil. Cty., PA; Jenkins, et al. v. Wyeth, No. 03-2250,
            U.S.D.C., E.D., Pa.; Katzman, et al. v. Wyeth, No. L-1285-03,
            Sup. Ct., Morris Cty., NJ; Koenig, et al. v. Wyeth, No. 02-18165
            CA 27, U.S.D.C., S.D. Fla.; Krueger, et al. v. Wyeth, Inc., No.
            03 CV 2496, U.S.D.C., S.D. Cal.; Krznaric, et al. v. Wyeth, No.
            EDCV 02-953 VAP SGL, U.S.D.C., C.D. Ga.; Kuhn, et al. v. Wyeth,
            No. 02C4970, Cir. Ct., Brooke Cty., WV; Leone, et al. v. Wyeth,
            No. 03CV0588, U.S.D.C., S.D., NY; Lewers, et al. v. Wyeth, No.
            02C 4970, U.S.D.C., N.D. Ill.; Moradkhani, et al. v. Wyeth, No.
            LACV03-7425, U.S.D.C., C.D., Ca.; Paul, et al. v. Wyeth, No.
            03-2-17002-0 SEA, Super. Ct., King Cty., WA; Phelps, et al. v.
            Wyeth, No. 03-80063, U.S.D.C., S.D., Fla.; Phillips, et al. v.
            Wyeth, No. CV-03-005, Cir. Ct., Jefferson Cty., AL; Slater, et
            al. v. Wyeth, No. 03-4016-CV-C-NKL, U.S.D.C., W.D. Mo.; and
            Szabo, et al. v. Wyeth, No. SA02-757, U.S.D.C., C.D. Cal.

            Plaintiffs in thirteen of the cases (Alexander, Crosby, Cyrus,
            Dooley, Favela, Krueger, Krznaric, Leone, Lewers, Moradkhani,
            Phelps, Slater, and Szabo) each seek to represent a nationwide class
            of women who have ever ingested PREMPRO. They generally seek similar
            relief on behalf of the putative class: 1) purchase price refunds;
            2) medical monitoring expenses and 3) an order requiring the Company
            to inform the public of the reported risks of PREMPRO. The
            plaintiffs in the Albertson and Gallo cases seek to represent
            classes of Pennsylvania women who have ingested the drug and seek
            purchase price refunds and medical monitoring expenses on their
            behalf. Plaintiffs in the Brown and Jenkins cases seek similar
            relief on behalf of putative classes of Louisiana users of PREMPRO.
            Plaintiffs in the Cook, Katzman, Koenig, Kuhn, Paul, and Phillips
            cases are seeking similar relief on behalf of putative classes of
            Arkansas, New Jersey, Florida, West Virginia, Washington, and
            Alabama users of PREMPRO, respectively. There are no class actions
            pending relating to PREMARIN.

            In addition to the class actions, the Company is defending
            approximately 300 individual actions and approximately 55
            multi-plaintiff actions in various courts for personal injuries
            allegedly arising out of the use of PREMARIN or PREMPRO, including
            breast cancer, stroke and heart disease. Together, these cases
            assert claims on behalf of approximately 800 women allegedly injured
            by PREMPRO or PREMARIN.

                                      I-23
<PAGE>

            The federal Judicial Panel on Multidistrict Litigation ("JPML") has
            ordered that all federal PREMPRO cases (including the federal
            putative class actions described above) be transferred for
            coordinated pretrial proceedings to the United States District Court
            for the Eastern District of Arkansas, before United States District
            Judge William R. Wilson, Jr. Since entry of that order, the JPML has
            also begun transferring cases involving PREMARIN to the same court.

            In the litigation involving DURACT, the Company's non-narcotic
            analgesic pain reliever, which was voluntarily withdrawn from the
            market in 1998, one putative personal injury class action remains
            pending. Chimento, et al. v. Wyeth-Ayerst, et al., No. 982488, Dist.
            Ct., St. Bernard Parish, LA, seeks the certification of a class of
            Louisiana residents who were exposed to and who allegedly suffered
            injury from DURACT. Plaintiffs 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. There are also six individual lawsuits pending involving
            approximately 150 former DURACT users alleging various injuries,
            including kidney failure, hepatitis, liver transplant and death and
            one economic damages case involving breach of contract and unjust
            enrichment claims.

            The Company is a defendant in three lawsuits in which plaintiffs
            purport to represent statewide classes of health care workers who
            have been injured by needle and syringe devices manufactured by the
            Company's former Sherwood-Davis & Geck ("Sherwood") subsidiary. The
            complaints have been filed in Oklahoma (Palmer v. AHPC, et al., No.
            CJ-98-685, Dist. Ct., Sequoyah Cty.), Texas (Usrey v. Becton
            Dickinson, et al., No. 342-173329-98, Dist. Ct., Tarrant Cty.), and
            South Carolina (Bales v. AHPC et al., No. 98-CP-40-4343, Circ. Ct.,
            Richland Cty.) and all contain virtually identical allegations. Each
            names the Company, Becton Dickinson and Company, Sherwood's largest
            competitor, and Tyco International (U.S.) Inc. ("Tyco"), Sherwood's
            current corporate owner, 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 health care workers to the risk of accidental needlesticks
            and the resultant possibility of acquiring blood-borne diseases.
            Each named plaintiff seeks to represent a statewide class of health
            care 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
            medical testing and treatment for the needlesticks. Similar actions
            brought in Alabama, California, New Jersey, New York, Ohio,
            Pennsylvania and Florida have each been dismissed. 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, the date of the Company's divestiture of the business of
            Sherwood. The Company remains responsible for injuries occurring
            prior to that date and is defending and indemnifying Tyco for those
            injuries.

            In January 2000, the trial court in the Usrey matter certified a
            class of Texas health care workers who, during the period January
            18, 1997 to January 18, 2000, sustained a contaminated needlestick
            while using one of the defendants' products, reported the incident
            and tested negative for any blood-borne disease. In October 2001,
            the Texas

                                      I-24
<PAGE>

            Court of Appeals reversed the class certification order and
            remanded the case to the District Court for further proceedings.
            Plaintiffs have not pursued the matter on remand. Plaintiffs have
            indicated that they intend to dismiss the lawsuit, but have not
            yet done so. The cases pending in Oklahoma and South Carolina
            remain dormant. No discovery has been undertaken in those matters
            and no class certification hearing dates have been set. In March
            2003, class certification was denied in Benner v. AHPC, et al.,
            99 Civ. 4785 (WHP), U.S.D.C., S.D.N.Y., the putative New York
            class action, and plaintiff subsequently dismissed the case
            without prejudice.

            In November 2000, the Company withdrew from the market those
            formulations of its DIMETAPP and ROBITUSSIN cough/cold products,
            which contained the ingredient phenylpropanolamine ("PPA") at the
            request of the FDA. The FDA's request followed the reports of a
            study that raised a possible association between PPA-containing
            products and the risk of hemorrhagic stroke. Effective November
            6, 2000, the Company announced that it would no longer ship
            products containing PPA to its retailers. The Company is
            currently a named defendant in approximately 800 lawsuits (on
            behalf of a total of approximately 1,550 plaintiffs) filed in
            federal and state courts throughout the United States, including
            one case filed in the Ontario Superior Court of Justice. All
            federal cases involving PPA claims have been transferred to the
            United States District Court for the Western District of
            Washington before United States District Judge Barbara Jacobs
            Rothstein. (In re Phenylpropanolamine (PPA) Products Liability
            Litigation, MDL No. 1407). Three of the approximately 800 PPA
            lawsuits are putative class actions. One of the putative class
            actions (the lawsuit pending in Canada) alleges claims for
            personal injury and economic loss. McColl, et al. v.
            Whitehall-Robins Inc., No. 02-CV-239690CF, Ontario Superior Court
            of Justice. The other two putative class action lawsuits allege
            misrepresentations regarding the risks involved with products
            containing PPA and seek disgorgement or restitution of any moneys
            acquired by means of the alleged misrepresentation, as well as
            attorneys' fees, on behalf of the putative classes. Guinta, et
            al. v. American Home Products Corporation, No. MID-L-010277-01,
            Super. Ct., Middlesex Cty., NJ; Risti, et al. v. Novartis
            Consumer Health, Inc., et al., No. MID-L-4053-01 Super. Ct.,
            Middlesex Cty., NJ. Class certification has not yet been decided
            in any of these three cases. In every instance to date in which
            class certification has been decided in a PPA case (in 15 cases
            in federal and state courts), certification has been denied. In
            one putative non-personal injury class action where class
            certification has been denied, the plaintiffs have filed a
            petition for permission to appeal, which is still pending.
            Twenty-two of the non-class personal injury PPA cases are
            currently scheduled for trial during 2004.

            The Company has been served with approximately 350 lawsuits, ten
            of which are putative class actions, alleging that the cumulative
            effect of thimerosal, a preservative used in certain vaccines
            manufactured and distributed by the Company as well as by other
            vaccine manufacturers, causes severe neurological damage,
            including autism in children. The class actions and relief sought
            are as follows: Daigle, et al. v. Aventis Pasteur Inc., et al.,
            No. 02-2131F, Super. Ct., Suffolk Cty., MA (statewide class for
            medical monitoring, a fund for research and compensation for
            personal injuries); Demos, et al. v. Aventis Pasteur, et al., No.
            01-22544CA15, Circ. Ct., Dade Cty., FL (nationwide class for
            medical monitoring, personal injuries and injunctive relief
            against future sales); Cyr, et al. v. Aventis Pasteur, Inc., et
            al., No. 01-C-663, Super. Ct., Hillsborough Cty., NH

                                      I-25
<PAGE>

            (statewide class for personal injuries and injunctive relief);
            King, et al. v. Aventis Pasteur, Inc., et al., No. 01-CV-1305,
            U.S.D.C., D. Ore. (nationwide class for personal injuries and
            injunctive relief); Mead, et al. v. Aventis Pasteur, Inc., et
            al., No. 01-CV-1402, U.S.D.C., D. Ore. (nationwide class for
            medical monitoring); Garcia, et al., v. Abbott, et al., No.
            C02-168C, District Court, Western District of Seattle, WA
            (nationwide class on behalf of all individuals who purchased any
            childhood vaccine containing thimerosal); Shadie, et al. v.
            Abbott, et al., No. 3-CV-02-0702, U.S.D.C., M.D., Pa. (nationwide
            class on behalf of all children vaccinated with
            thimerosal-containing vaccines from 1990 to present); Ashton, et
            al. v. Aventis Pasteur Inc., et al., Class Action Complaint
            004026, Ct. Comm. Pleas, Philadelphia Cty., PA (nationwide class
            action for medical monitoring, personal injuries and injunctive
            relief); Wax, et al. v. Abbott, et al., No. CV 02 2018, U.S.D.C.,
            E.D.N.Y. (nationwide class on behalf of all persons residing in
            the U.S. who were exposed to thimerosal); Castaldi et al. v.
            Aventis Pasteur Inc., et al., Master Complaint No. 2,
            Coordination Proceeding, The Vaccine Cases, No. 4246, Super. Ct.,
            Los Angeles Cty., CA (statewide class for medical monitoring).

            The Company generally files motions to dismiss in all of the cases
            for failure of the minor plaintiffs to file in the first instance
            under the National Vaccine Injury Compensation Program (the "Vaccine
            Act"). The Vaccine Act mandates that plaintiffs alleging injury from
            childhood vaccines first bring a claim under the Vaccine Act. At the
            conclusion of that proceeding, the plaintiff may bring a lawsuit in
            state or federal court. In July 2002, the United States Court of
            Federal Claims, which handles all cases brought under the Vaccine
            Act, issued Autism General Order #1 (the "Order") accepting
            jurisdiction of the thimerosal matters by establishing an Omnibus
            Autism Proceeding, which allows petitioners who claim to suffer from
            autism or autism spectrum disorder as a result of receiving
            thimerosal-containing childhood vaccines the chance to proceed
            pursuant to a two-step procedure that will occur over a period of
            two years. The first step will be an inquiry into the general
            causation issues involved in the cases; the second step will entail
            the application of the general causation conclusions to the
            individual cases. Petitioners claiming injury from thimerosal in
            childhood vaccines are not required, however, to proceed under the
            Order and may continue to pursue claims under the Vaccine Act in the
            normal course, which may allow petitioners to proceed in state or
            federal court after the expiration of 240 days. Nineteen claimants
            who have not elected to participate in the Omnibus Autism Proceeding
            have filed lawsuits against the Company following the expiration of
            the 240-day period. Approximately 260 other claimants are eligible
            to withdraw, but have not as yet done so.

            In addition to the claims brought by or on behalf of children
            allegedly injured by exposure to thimerosal, certain of the
            approximately 350 thimerosal cases have been brought by parents in
            their individual capacities, for loss of services and loss of
            consortium of the injured child. These claims are not currently
            covered by the Vaccine Act, although every court that has addressed
            this issue has determined that it is appropriate to stay such claims
            when there is a related claim pending under the Vaccine Act. To the
            extent a claim is asserted for loss of consortium that is not linked
            to a claim filed under the Vaccine Act, it is possible that courts
            will allow such parental claims to proceed in state or federal
            court.

            Four thimerosal cases are currently scheduled for trial, with the
            first scheduled for spring 2005.

                                      I-26
<PAGE>

            The Company is unable at the present time to estimate a range of
            potential exposure, if any, with respect to the NORPLANT, PREMPRO,
            PREMARIN, DURACT, needlestick, PPA, and thimerosal litigations.

            In 2000, the Company entered into a consent decree with the FDA
            relating to the manufacturing of products by the Company at its
            facilities in Marietta, Pennsylvania and Pearl River, New York. This
            matter is discussed in greater detail under the caption
            "Regulation," herein, which discussion is incorporated herein by
            reference.

            In September 2003, the U.S. Court of Appeals for the Federal Circuit
            affirmed the District Court's holding of liability that the
            University of Colorado employees are the sole inventors of the
            MATERNA formulation patent and the awards of $55.7 million in
            compensatory damages, together with $1.0 million in exemplary
            damages and post-judgment interest. The Company's petition for a
            rehearing en banc has been denied. University of Colorado et al. v.
            American Cyanamid Company, No. 93-K-1657, U.S.D.C., D.Col.

            The Company paid the outstanding judgment and the accrued
            post-judgment interest in the amount of $58.13 million in January
            2004. The Company has filed a petition to the U.S. Supreme Court
            seeking a writ of certiorari.

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

            On March 24, 2003, the Company filed suit in the United States
            District Court for the District of New Jersey against Teva
            Pharmaceuticals, USA (Wyeth v. Teva Pharmaceuticals USA, Inc.,
            Docket No. 03-CV-1293 (KSH), U.S.D.C., D. N.J.) alleging that the
            filing of an ANDA by Teva seeking FDA approval to market 37.5 mg, 75
            mg, and 150 mg venlafaxine HC1 extended-release capsules infringes
            certain of the Company's patents. Venlafaxine HCl is the active
            ingredient used in EFFEXOR XR. The patents involved in the
            litigation relate to extended-release formulations of

                                      I-27
<PAGE>

            venlafaxine and/or methods of their use. These patents expire in
            2017. Teva has asserted that these patents are invalid and/or not
            infringed. Under the 30-month stay provision of the Hatch-Waxman
            Act, any FDA approval of Teva's ANDA cannot be made effective
            before August 2005 unless the court earlier decides that the
            patents are invalid or not infringed. Teva has not, to date, made
            any allegations as to the Company's patent covering the compound,
            venlafaxine. Accordingly, Teva's ANDA may further not be approved
            until the expiration of that patent, and its associated pediatric
            exclusivity period, on June 13, 2008. The Company intends to
            pursue the causes of actions under this litigation vigorously.

            On March 14, 2003, Aventis Pharma Deutschland and King
            Pharmaceuticals, Inc. filed a patent infringement suit against
            Cobalt Pharmaceuticals in the United States District Court for the
            District of Massachusetts (Aventis Pharma Deutschland GmbH and King
            Pharmaceuticals, Inc. v. Cobalt Pharmaceuticals Inc., Docket No.
            03-10492JLT, U.S.D.C., D. Mass.) alleging that Cobalt infringes an
            Aventis composition of matter patents for ramipril, which expires in
            October 2008, by filing an ANDA with the FDA seeking approval to
            market generic 1.25 mg, 2.5 mg, 5 mg, and 10 mg ramipril capsules.
            The Company co-promotes ALTACE (ramipril) together with King
            Pharmaceuticals, Inc. Cobalt has alleged that this patent is
            invalid. Under the 30-month stay provision of the Hatch-Waxman Act,
            any FDA approval of Cobalt's ANDA cannot be made effective before
            August 2005, unless the court earlier finds the patent invalid or
            not infringed. The suit does not concern a second patent, which also
            covers ramipril that expires in January 2005. Cobalt has stated that
            it is not seeking FDA approval until this second patent expires in
            January 2005. Aventis and King have also asserted infringement of an
            additional patent which expires in 2012 and which relates to a
            method of treating cardiac insufficiency with ramipril. Cobalt
            contends that the latter patent is invalid and/or not infringed.
            This patent is not subject to the 30-month stay provision of the
            Hatch-Waxman Act.

            In August 2003, the U.S. Court of Appeals for the Federal Circuit
            affirmed the decision in favor of the Company by the U.S. District
            Court for the District of New Jersey that claims 1 and 3 of the
            Schering's patent claiming a metabolite of loratadine were invalid.
            Schering Corp. v. Geneva Pharmaceuticals, Inc., et al., Nos. 02-1545
            and 02-1549, U.S.C.A., Fed. Cir. The Company had been sued by
            Schering for infringing this patent as a result of filing
            applications with the FDA seeking to market generic and
            over-the-counter loratadine products. Schering's petition seeking
            rehearing in the U.S. Court of Appeals for the Federal Circuit was
            denied on October 28, 2003. The deadline for Schering to seek
            certiorari from the U.S. Supreme Court passed without the filing of
            a petition. The decision in favor of the Company by the lower court
            remains unchanged.

            Boston Scientific brought a patent infringement lawsuit against
            Cordis, seeking to enforce a patent on stent coatings against
            Cordis' CYPHER sirolimus drug-eluting stent, Boston Scientific
            Scimed v. Cordis, Docket No. 03-283, U.S.D.C., D. Del. In an earlier
            filed action, Cordis sued Boston Scientific seeking to enforce
            Cordis' stent architecture patent. In the respective actions, both
            Boston Scientific and Cordis sought a preliminary injunction against
            the other. On November 21, 2003, both motions for preliminary
            injunction were denied. Although the Company is not a party to this
            litigation, if Cordis were to be enjoined from selling the CYPHER
            Stent, the Company could lose licensing

                                      I-28
<PAGE>

            income. Cordis has advised the Company that it intends to vigorously
            defend this litigation.

            In November 2003, the U.S. Patent and Trademark Office Board of
            Patent Appeals ruled for the Company in the interference concerning
            a Genentech patent application and a Company patent, which claims a
            truncated Factor VIII protein, which expires in February 2010. Wyeth
            markets a truncated Factor VIII protein covered by the claims of the
            patents as REFACTO. The Board's decision in November 2003 concluded
            that the Company was the first to invent the claimed protein.
            Genentech and Bayer Healthcare LLC have challenged the Board's
            decision by filing an action pursuant to 35 U.S.C. Section 146 in
            the United States District Court for the District of Delaware on
            December 23, 2003.

            The Company is currently a defendant in eight lawsuits alleging
            Medicare fraud arising out of the alleged manipulation of the
            Average Wholesale Price ("AWP") of Medicare Part B "Covered Drugs".
            While not one of the eight cases, the Company was originally named
            as a defendant in a leading case entitled Citizens for Consumer
            Justice, et al. v. Abbott Laboratories, Inc., et al., No.
            OICV-12257, U.S.D.C., E.D. Mass. This case was a putative class
            action filed in December 2001 by several consumer public interest
            groups and named as defendants the Company and 27 other
            pharmaceutical manufacturers. Each of the companies was alleged to
            have artificially inflated the AWP of its Medicare Covered Drugs.
            AWP is the basis for the price at which Medicare reimburses
            practitioners for drugs and the complaint alleged that it is often
            significantly higher than the actual price paid by the practitioner.
            Plaintiffs claimed that their members who purchased Covered Drugs
            and paid a 20% co-payment under the Medicare reimbursement rules
            were injured by the allegedly-inflated AWPs. The complaint alleged
            that defendants have engaged in a civil conspiracy under the RICO
            Act and also alleged violations of federal antitrust laws. Recently,
            plaintiffs in the Citizens for Consumer Justice case filed an
            Amended Consolidated Complaint that does not name Wyeth as a
            defendant. No claims are therefore currently pending against the
            Company in this matter. The Company was, however, subsequently named
            as a defendant, and is a party in eight similar cases, as described
            below. The federal JPML has ordered that these cases be transferred
            to the Honorable Patti Saris, U.S.D.J., in the United States
            District Court for the District of Massachusetts, the judge handling
            the Citizens for Consumer Justice case. Turner, et al. v. Wyeth, et
            al., No. C02-5006BZ, U.S.D.C., N.D. Cal. and Thompson v. Abbott
            Laboratories, Inc., et al., No. C-02-4450-B2, U.S.D.C., N.D. Cal.
            are putative class actions on behalf of California patients and
            third-party payers who allegedly have been injured by the
            defendants' alleged manipulation of the AWPs for their
            pharmaceutical products. These cases seek equitable and injunctive
            relief, including restitution under California's unfair and
            deceptive practices statute. A similar case, Swanston, et al., v.
            Abbott Laboratories, Inc., et al., No. CV-03-0062-PHX-SMM, U.S.D.C.,
            D. Ariz., seeks similar relief on behalf of a putative class of
            Arizona residents. (This matter was pending before Judge Saris, but
            has recently been remanded to Arizona state court.) International
            Union of Operating Engineers, et al. v. Astra Zeneca, et al., No.
            03-3226 JEI, U.S.D.C., D.N.J., seeks relief similar to that
            requested in Swanston, but on behalf of a putative class of New
            Jersey residents. In addition, the Company is a defendant in four
            lawsuits instituted by governmental entities claiming injuries on
            behalf of both the governmental entity and its citizens: State of
            California, et al. v. Wyeth, et al., CV 03-2238, U.S.D.C., C.D.,
            Cal.; County of Suffolk v. Wyeth, et al., No. CV 03 229, U.S.D.C.,
            E.D.N.Y.;

                                      I-29
<PAGE>

            County of Westchester v. Wyeth, et al., CV 03 6178,U.S.D.C.,
            S.D.N.Y.; and County of Rockland v. Wyeth, et al., CV 03 7055,
            U.S.D.C., S.D.N.Y. All four of these governmental entity cases
            are now pending in federal court and are in the process of being
            transferred to Judge Saris pursuant to order of the JPML.

            The SEC is conducting an investigation into allegations raised by a
            former employee of the Company in a lawsuit, which had claimed
            retaliation and constructive discharge. These allegations related,
            among other things, to certain compensation-related tax issues in
            several foreign jurisdictions. The Company has cooperated fully with
            the SEC and believes that these matters will not result in material
            liability to the Company.

            In September 2000, Duramed Pharmaceuticals, Inc. (that has since
            been acquired by Barr Laboratories, Inc. ("Barr")), a manufacturer
            of a hormone therapy called Cenestin(R) filed a complaint against
            the Company, alleging that the Company violated the antitrust laws
            through the use of alleged exclusive contracts and "disguised"
            exclusive contracts with managed care organizations and pharmacy
            benefit managers concerning PREMARIN, Duramed Pharmaceuticals, Inc.
            v. Wyeth Ayerst Labs., Inc., No. C 1 00 735, U.S.D.C., S.D. Oh.
            The complaint also alleged that the Company attempted to monopolize
            and monopolized the hormone therapy market in violation of the
            antitrust laws through the use of such alleged exclusive contracts.
            The Company and Barr settled this litigation in June 2003 and the
            action has since been dismissed with prejudice.

            Following the filing of the Duramed case, seven putative class
            actions were filed on behalf of "end-payors" (defined as the last
            persons and entities in the chain of distribution) and direct
            purchasers in Ohio and New Jersey federal district courts and in
            California state courts. These plaintiffs allege that the
            Company's alleged anticompetitive exclusive contracts with
            managed care organizations and pharmacy benefit managers violated
            federal and state antitrust laws and thereby allowed the Company
            to charge higher prices for PREMARIN than the Company would have
            charged in the absence of the alleged anticompetitive exclusive
            agreements. The complaints seek injunctive relief, damages and/or
            disgorgement of profits. Due to certain consolidations in the
            Ohio federal district court, three putative class actions and one
            certified class action are presently pending against the Company.
            One indirect-purchaser putative class action is pending in Ohio
            federal district court (Ferrell v. Wyeth-Ayerst Laboratories,
            Inc., Civ. A. No. C-1-01-447, U.S.D.C., S.D. Oh.), and two
            putative indirect-purchaser class actions are pending in
            California state courts (Blevins v. Wyeth-Ayerst Laboratories,
            Inc., et al., Case No. 324380, Cal. Sup. Ct., San Francisco Cty.,
            Cal.; Sullivan v. Wyeth-Ayerst Laboratories, Inc., Case No.
            GIC796997, Cal. Sup. Ct., San Diego Cty., Cal.). In the Ferrell
            action, the plaintiffs' motion for class certification and the
            Company's motion to dismiss certain claims are pending and have
            yet to be addressed by the federal court. A certified class
            consisting of direct purchasers is currently pending in the Ohio
            federal district court, J.B.D.L. Corp. v. Wyeth-Ayerst
            Pharmaceuticals, Inc., Civ. A. No. C-1-01-704, U.S.D.C., S.D. Oh.
            Additionally, two direct purchasers of PREMARIN during the
            relevant time period (CVS Meridian, Inc. and Rite Aid
            Corporation) have opted out of the federal direct-purchaser class
            action and have filed a separate action, CVS Meridian, Inc. et
            al. v. Wyeth, Civil A. No. C-1-03-781, U.S.D.C., S.D. Oh. The
            Company believes that its contracts involving PREMARIN did not
            violate state or federal laws.

                                      I-30
<PAGE>

            The Company has been named a defendant, along with other
            pharmaceutical manufacturers and other defendants, in lawsuits
            brought on behalf of retail pharmacies and retail drug and grocery
            chains, which were filed in various federal and state courts. These
            cases allege that the Company and other defendants provided
            discriminatory prices and allowances to managed care organizations
            and others in violation of the Robinson-Patman Act engaged in
            collusive conduct related to the alleged discriminatory pricing in
            violation of the Sherman Act and various state laws. Many of these
            cases have been settled by the Company, including a class action
            suit settled in 1996, In re Brand Name Prescription Drugs Antitrust
            Litigation, MDL 997, U.S.D.C., N.D. Ill. Three cases remain pending
            in federal court against the Company and other defendants. These
            cases involve plaintiffs that had opted out of the federal class
            action. The Company believes that its pricing practices did not
            violate antitrust or other laws and is defending the remaining
            cases.

            Plaintiffs have filed numerous lawsuits in federal and state courts
            alleging civil claims relating to the settlement by the Company of
            patent infringement litigation with Schering-Plough Corporation
            concerning a generic version of Schering-Plough's K-Dur 20 potassium
            chloride product. These actions followed the issuance of an
            administrative complaint by the Federal Trade Commission, which
            challenged the Company's patent litigation settlement as
            anticompetitive. The Company settled with the FTC in April 2002. The
            settlement was not an admission of liability and was entered to
            avoid the costs and risks of litigation in light of the Company's
            previously announced exit from the oral generics business.

            Generally, plaintiffs claim that a 1998 settlement agreement between
            the Company and Schering-Plough that resolved the patent
            infringement action unlawfully delayed the market entry of generic
            competition for K-Dur 20, and that this caused plaintiffs and others
            to pay higher prices for potassium chloride supplements than
            plaintiffs claim they would have paid without the patent case
            settlement. Plaintiffs claim that this settlement restrained trade
            and constituted an agreement to allow Schering-Plough to monopolize
            the potassium chloride supplement markets.

            The Company is aware of approximately forty-five such lawsuits that
            have been filed against the Company. Forty of these lawsuits are
            currently pending in federal court and have been consolidated or are
            being coordinated as part of multi-district federal litigation being
            conducted in the United States District Court for the District of
            New Jersey, In re K-Dur Antitrust Litigation, MDL 1419, U.S.D.C., D.
            N.J. One of these cases is brought as a purported class action on
            behalf of direct purchasers of K-Dur 20 nationwide. In forty-two
            cases, plaintiffs claim to be indirect purchasers or end-payors of
            K-Dur 20 or to be bringing suit on behalf of such indirect
            purchasers. These indirect-purchaser cases are brought as purported
            class actions on behalf of various groups of indirect purchasers.
            One case is brought by the Commonwealth of Pennsylvania, through its
            Attorney General, on behalf of all departments, agencies and bureaus
            of the Commonwealth that purchased K-Dur 20 or reimbursed such
            purchases. One direct-purchaser action (representing approximately
            23% of direct purchases) has been dismissed as a result of a
            settlement with the Company. The pending complaints seek various
            forms of relief under

                                      I-31
<PAGE>

            federal and state laws, including damages in excess of $100
            million, treble damages, restitution, disgorgement, declaratory
            and injunctive relief and attorneys' fees.

            The Florida Attorney General's Office has initiated an inquiry into
            whether the Company's settlement with Schering-Plough violated
            Florida's antitrust laws. The Company has provided documents and
            information sought by the attorney general's office.

            In 1999, the Brazilian Administrative Economic Defense Agency
            ("SDE") and local police authorities initiated investigations of
            Laboratories Wyeth-Whitehall Ltda. ("LWWL") and other pharmaceutical
            companies concerning possible violation of Brazilian competition
            laws. SDE alleges that the companies sought to establish uniform
            commercial policies regarding wholesalers and refused to sell
            product to wholesalers that distribute generic products manufactured
            by certain Brazilian pharmaceutical companies. Additionally,
            administrative investigations by SDE are looking at allegations that
            the Company and other pharmaceutical companies violated Brazilian
            competition and consumer protection laws by raising prices
            unlawfully. The Company has provided information both to SDE and to
            police authorities. The police authorities have terminated their
            investigation, concluding that the companies were not engaged in any
            illegal action.

            In 2003, the SDE concluded that LWWL and other pharmaceutical
            companies violated Brazilian competition laws by agreeing to refuse
            to sell products to wholesalers that distributed generic products.
            The SDE, however, recommended the imposition of the minimum penalty
            of 1% of LWWL's annual gross sales (approximately $1 million). This
            recommendation does not become final until the Economic Defense
            Administrative Council decides whether to adopt the recommendation
            and impose the suggested penalty. The other SDE administrative
            proceedings are still pending.

            Following a 1999 application from certain drug wholesalers, the
            Competition Commission in South Africa filed a referral with the
            Competition Tribunal, which alleges that International Health
            Distributors ("IHD") violated South Africa's competition law. IHD,
            which is a joint venture of pharmaceutical companies (including
            Wyeth South Africa ("WSA")), provides distribution services for the
            joint venture members. The Commission's referral alleges that IHD
            and its pharmaceutical company shareholders have fixed various terms
            and conditions of sale in violation of South Africa's competition
            law. Certain wholesalers in South Africa also sued IHD and its
            members based on similar allegations.

            In 2002, WSA reached an agreement to settle the claims alleged by
            the wholesalers. Additionally, WSA has recently reached a
            settlement with the Competition Commission that requires WSA to
            divest its shareholding interest in IHD and make a settlement
            payment to the Commission to cover a portion of the Commission's
            costs incurred in prosecuting this action. WSA's settlement with
            the Commission is not an admission of liability and was entered
            to avoid the various costs associated with litigation.

            The United Kingdom's Competition Commission has commenced an
            investigation into the pricing and distribution practices of Fort
            Dodge Animal Health and other animal health suppliers in the United
            Kingdom. The inquiry focused on the rebate practices of

                                      I-32
<PAGE>

            animal health suppliers, the price differential between certain
            animal health products sold in the United Kingdom, as opposed to
            other European countries, and the industry practice of selling to
            wholesalers but not directly to pharmacists or veterinarians. The
            inquiry also examined transfer pricing for animal health
            products.

            In April 2003, the Competition Commission issued its report on the
            investigation into the supply of prescription-only veterinary
            medicines and concluded that three monopoly situations exist in the
            United Kingdom for such medicines. According to the report, one such
            monopoly situation arises from the failure of eight animal-health
            manufacturers, including Fort Dodge Animal Health U.K., to enable
            pharmacies to obtain supplies of prescription-only veterinary
            medicines on terms that would enable them to compete with veterinary
            surgeons. The report recommended two remedies for the situation,
            applicable to all of the relevant manufacturers, which are designed
            to allow the pharmacies to obtain prescription-only veterinary
            medicines on competitive terms with the veterinary surgeons. The
            U.K. Office of Fair Trading is in the process of drafting terms of
            orders to implement the Commission's remedies.

            The Antitrust Division of the United States Department of Justice
            has impaneled a grand jury that has issued a subpoena to the Company
            in connection with the Division's investigation into allegations of
            collusive activities with another pharmaceutical company. These
            allegations relate to commission rates paid to a broker for a small
            segment of the over-the-counter drug business (principally sales to
            off-shore oil rigs) during 2001 and 2002. The Company is cooperating
            with the Antitrust Division and believes that its activities
            regarding brokers have not violated the antitrust laws.

            On January 21, 2004, the Company was served with a subpoena from the
            U.S. Office of Personnel Management, Office of the Inspector
            General, requesting certain documents related to EFFEXOR. The
            subpoena requests documents related principally to educating or
            consulting with physicians, as well as marketing or promotion of
            EFFEXOR to physicians or pharmacists from January 1, 1997 to
            September 30, 2003. Other manufacturers of psychopharmacologic
            products have also received subpoenas. The Company intends to
            cooperate in responding to the subpoena.

            As discussed in Item I (under the caption "Environmental"), 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 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 Company's Wyeth Medica Ireland ("WMI") subsidiary has received a
            Statement of Claim filed in the Irish High Court in Dublin by
            Schuurmans & Van Ginneken ("SvG"), a Netherlands-based molasses and
            liquid storage concern. SvG seeks compensation for the

                                      I-33
<PAGE>

            contamination and disposal of up to 26,000 tons of molasses
            allegedly contaminated with medroxyprogesterone acetate ("MPA").
            SvG allegedly purchased sugar recovered from a sugar water
            process stream disposed of by WMI for use in its molasses
            refining operations. SvG further seeks compensation on behalf of
            an unspecified number of its animal feed customers who are
            alleged to have used contaminated molasses in their livestock
            feed formulations. SvG seeks damages in excess of (euro)160
            million. In July and August of 2003, formal claim letters on
            behalf of various Dutch claimants, including the Dutch
            Association for the Animal Feed Industry, the Dutch Trade Union
            for Stock-Breeders, the Central Organization for the Meat Sector,
            the Dutch Union of Traders in Cattle and Rined Fourages BV, a
            distributor of animal feed, were served upon the Company's AHP
            Manufacturing BV subsidiary. The damages alleged in the claim
            letters amount to several million Euros and are akin to the
            claims for which SvG seeks indemnification, i.e., claims for loss
            of inventory and livestock due to contaminated animal feed. In
            connection with its formal Statement of Claim, SvG levied
            prejudgment attachments in the District Courts of Haarlem and
            Amsterdam in the Netherlands on certain assets of WMI. SvG lifted
            these attachments on December 18, 2003, after WMI provided SvG a
            bank guarantee for (euro)135 million as security for the amounts
            claimed by SvG in its Statement of Claim. SvG has agreed to
            refrain from levying further attachments.

            On July 26, 2002, a Brazilian Federal Public Attorney filed a public
            civil action against the Federal Government of Brazil, LWWL, a
            Brazilian subsidiary of the Company, and Colgate Palmolive Company,
            as represented by its Brazilian subsidiary, Kolynos do Brasil Ltda.
            ("Kolynos"), seeking to nullify and overturn the April 11, 2000
            decision by the Brazilian First Board of Tax Appeals which had found
            that the capital gain of LWWL from its divestiture of its oral
            health care business was not taxable in Brazil. The action seeks to
            hold LWWL jointly and severally liable with Kolynos and the
            Brazilian Federal Government. The amount of taxes originally
            attributable to the transaction, as stated in current U.S. dollars,
            was approximately $99.0 million. The Company believes that this
            action is without merit.

            On January 10, 2003, the U.S. Court of Appeals for the District of
            Columbia Circuit reversed a decision of the District Court holding
            that the Company was entitled to refunds with respect to taxes paid
            in the amount of approximately $227 million and interest thereon
            (approximately $155 million) with respect to losses claimed as a
            deduction for federal income tax purposes arising from a partnership
            investment in Boca Investerings Partnership (Boca Investerings
            Partnership v. U.S., Docket No. 01-5429, 314 F. 3rd 625, D.C. Cir.
            2003). On March 26, 2003, the Company's Petition for Panel Rehearing
            and Rehearing En Banc to the U.S. Court of Appeals for the District
            of Columbia Circuit were denied and remanded to the District Court
            for additional proceedings consistent with the U.S. Court of
            Appeals' opinion. Following the U.S. Supreme Court's denial of the
            Company's writ of certiorari and remand to the District Court, the
            District Court entered judgment in favor of the United States in
            December 2003. The Company has filed a motion for reconsideration of
            the District Court's order.

            The Office of Federal Contract Compliance Programs served a Notice
            of Violation on the Company dated September 9, 1998. The Company
            subsequently received, on November 30, 1998, an Order to Show Cause
            why proceedings should not be commenced. The Order

                                      I-34
<PAGE>

            cites alleged disparities in pay between men and women in certain
            job classifications and further cites alleged inadequate systems
            to check for such disparities. The Company consented to the
            agency's request to participate in a conciliation process before
            the Office of the Solicitor within the Department of Labor. An
            administrative complaint was served on July 25, 2003 and a
            hearing has been scheduled for May 3, 2004.

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

            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 discussed above (other than the litigation involving
            REDUX and PONDIMIN, the potential effects of which are discussed
            above) will not have a material adverse effect on the Company's
            financial position but could be material to the results of
            operations and cash flows in any one accounting period.

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

            None.


                                      I-35
<PAGE>


EXECUTIVE OFFICERS OF THE REGISTRANT AS OF MARCH 8, 2004
--------------------------------------------------------


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 as
                                                                    Executive
         Name          Age  Offices and Positions                    Officer
         ----          ---  ---------------------                    -------

Robert Essner          56   Chairman of the Board, President      September 1997
                                and Chief Executive Officer
                                Member of Executive Committee,
                                Chairman of Management,
                                Law/Regulatory Review,
                                Operations, Human Resources and
                                Benefits and Retirement
                                Committees

   Business Experience:     To March 1997, President,
                                Wyeth-Ayerst Laboratories, U.S.
                                Pharmaceuticals Business
                            March 1997 to September 1997,
                                President, Wyeth-Ayerst Laboratories
                                Division
                            September 1997 to July 2000,
                                Executive Vice President
                            July 2000 to May 2001, President and
                                Chief Operating Officer
                            May 2001 to December 2002,
                                President and Chief Executive
                                Officer
                            January 2003 to date, Chairman of
                                the Board, President and Chief
                                Executive Officer

                                      I-36
<PAGE>

                                                                    Elected as
                                                                    Executive
         Name          Age  Offices and Positions                    Officer
         ----          ---  ---------------------                    -------

Kenneth J. Martin      49   Executive Vice President and Chief    February 2000
                                Financial Officer
                                Member of Management,
                                Law/Regulatory Review,
                                Operations, Human Resources and
                                Benefits and Retirement
                                Committees

   Business Experience:     To October 1996,
                                President, American Home Foods
                            November 1996 to February 1997,
                                President, International Home
                                Foods, Inc.
                            February 1997 to March 1997,
                                Executive Vice President,
                                Wyeth-Ayerst International
                            March 1997 to September 1998,
                                President, Whitehall-Robins
                            October 1998 to January 2000,
                                Senior Vice President and Chief
                                Financial Officer, Wyeth-Ayerst
                                Pharmaceuticals
                            February 2000 to June 2002, Senior
                                Vice President and Chief Financial
                                Officer
                            June 2002 to date, Executive Vice
                                President and Chief Financial
                                Officer

Bernard J. Poussot     52   Executive Vice President and          January 2001
                                President,
                                Wyeth Pharmaceuticals
                                Member of Management,
                                Law/Regulatory Review,
                                Operations and Human Resources
                                and Benefits Committees

   Business Experience:     January 1996 to September 1997,
                                President, Wyeth-Ayerst
                                International
                            September 1997 to January 2001,
                                President, Wyeth-Ayerst
                                Pharmaceuticals
                            January 2001 to June 2002, Senior Vice
                                President and President, Wyeth
                                Pharmaceuticals
                            June 2002 to date, Executive Vice
                                President and President, Wyeth
                                Pharmaceuticals

                                      I-37
<PAGE>

                                                                    Elected as
                                                                    Executive
         Name          Age  Offices and Positions                    Officer
         ----          ---  ---------------------                    -------

Lawrence V. Stein      54   Senior Vice President and General     June 2001
                                Counsel
                                Member of Management,
                                Law/Regulatory Review,
                                Operations, Human Resources and
                                Benefits and Retirement
                                Committees

   Business Experience:     November 1992 to September 1997,
                                Senior Vice President and
                                General Counsel, Genetics
                                Institute
                            September 1997 to July 2000,
                                Associate General Counsel and
                                Senior Vice President and Chief
                                Legal Counsel, Wyeth-Ayerst and
                               Genetics Institute
                            July 2000 to June 2001, Vice President
                                and Deputy General Counsel
                            June 2001 to July 2003, Senior Vice
                                President and Deputy General
                                Counsel
                            July 2003 to date, Senior Vice
                                President and General Counsel

Paul J. Jones          58   Vice President and Controller         May 1995
                                Member of Law/Regulatory Review
                                and Operations Committees

   Business Experience:     May 1995 to date, Vice President
                                and Controller

Rene R. Lewin          57   Vice President - Human Resources      June 1994
                                Member of Management,
                                Law/Regulatory Review,
                                Operations, Human Resources and
                                Benefits and Retirement
                                Committees

   Business Experience:     June 1994 to date, Vice President -
                                Human Resources

                                      I-38
<PAGE>

                                                                    Elected as
                                                                    Executive
         Name          Age  Offices and Positions                    Officer
         ----          ---  ---------------------                    -------

Marily H. Rhudy        56   Vice President - Public Affairs       June 2001
                                Member of Management and
                                Operations Committees

   Business Experience:     April 1994 to March 1997, Vice
                                President - Public Affairs,
                                Wyeth-Ayerst Laboratories
                                Division
                            March 1997 to September 1997, Vice
                                President - Global Public
                                Affairs, Wyeth-Ayerst
                                Laboratories Division
                            September 1997 to date, Vice
                                President - Public Affairs

E. Thomas Corcoran     56   President, Fort Dodge Animal Health   June 2001
                                Division
                                Member of Management,
                                Operations and Human Resources
                                and Benefits Committees

   Business Experience:     September 1995 to date, President,
                                Fort Dodge Animal Health
                                Division

Ulf Wiinberg           45   President, Wyeth Consumer Healthcare  March 2002
                                Member of Management,
                                Law/Regulatory Review,
                                Operations, and Human Resources
                                and Benefits Committees

   Business Experience:     To May 1997, Area Vice President
                                for Africa and the Middle East,
                                Wyeth-Ayerst
                            May 1997 to February 2002, Managing
                                Director of the United Kingdom
                                subsidiary of Wyeth-Ayerst
                                Pharmaceuticals
                            February 2002 to date, President,
                                Wyeth Consumer Healthcare

                                      I-39
<PAGE>

                                                                    Elected as
                                                                    Executive
         Name          Age  Offices and Positions                    Officer
         ----          ---  ---------------------                    -------

Joseph M. Mahady       50   Senior Vice President and             June 2001
                                President, Wyeth
                                Pharmaceuticals - North America
                                Member of Management and
                                Operations Committees

   Business Experience:     September 1997 to June 2002,
                                President, Wyeth
                                Pharmaceuticals - North America
                            June 2002 to date, Senior Vice
                                President and President, Wyeth
                                Pharmaceuticals - North America

Robert R. Ruffolo, Jr. 53   Senior Vice President and             June 2001
                                President, Wyeth Research
                                Member of Management,
                                Law/Regulatory Review,
                                Operations and Human Resources
                                and Benefits Committees

   Business Experience:     To November 2000, Senior Vice
                                President and Director,
                                Biological Sciences, SmithKline
                                Beecham
                            November 2000 to June 2002,
                                Executive Vice President,
                                Pharmaceutical Research and
                                Development, Wyeth Research
                            June 2002 to date, Senior Vice
                                President and President, Wyeth
                                Research

Robert N. Power        47   President, Wyeth Pharmaceuticals -    June 2002
                                International
                                Member of Management and
                                Operations Committees

   Business Experience:     March 1998 to June 2002, President,
                                Wyeth Pharmaceuticals -
                                Europe/Middle East/Africa
                            June 2002 to date, President, Wyeth
                                Pharmaceuticals - International

                                      I-40
<PAGE>

                                     PART II
                                     -------

ITEM 5.     MARKET FOR REGISTRANT'S COMMON STOCK, RELATED
            ---------------------------------------------
            STOCKHOLDER MATTERS AND ISSUER PURCHASES AND EQUITY SECURITIES
            --------------------------------------------------------------

     (a)    Market Information and Dividends

            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 58
            of the Company's 2003 Annual Report to Stockholders, are
            incorporated herein by reference.

     (b)    Holders

            There were 57,354 holders of record of the Company's Common Stock as
            of the close of business on March 1, 2004.

     (c)    Issuance of Unregistered Securities

            In December 2003, the Company completed a private placement of
            $1.020 billion aggregate principal amount of Floating Rate
            Convertible Senior Debentures due 2024 to Citigroup Global Markets
            Inc., J.P. Morgan Securities Inc., UBS Securities LLC, Commerzbank
            Aktiengesellschaft, Grand Cayman Branch and Scotia Capital (USA)
            Inc. (the "Initial Purchasers") under the exemption from
            registration provided in Rule 144A of the Securities Act of 1933.
            The debentures are convertible prior to maturity into shares of the
            Company's Common Stock only under any of the following
            circumstances:

            o  during any calendar quarter commencing after March 31, 2004 and
               prior to December 31, 2022 (and only during such calendar
               quarter) if the last reported sale price of the Company's Common
               Stock for at least 20 trading days during the period of 30
               consecutive trading days ending on the last trading day of the
               previous calendar quarter, is greater than or equal to 130% of
               the applicable conversion price,

            o  at any time after December 31, 2022 and prior to maturity, if the
               last reported sale price of the Company's Common Stock is greater
               than or equal to 130% of the applicable conversion price on any
               day after December 31, 2022,

            o  if the debentures have been called for redemption,

            o  upon the occurrence of specified corporate transactions, and

            o  during any period in which the credit rating assigned to the
               debentures by either Moody's Investor Services, Inc. and its
               successors ("Moody's") or Standard & Poor's

                                      II-1
<PAGE>

               Ratings Services, a division of the McGraw-Hill Companies, Inc.
               and its successors ("S&P") is lower than Baa3 or BBB-,
               respectively, or the debentures are no longer rated by at least
               one of S&P or Moody's.

            The initial conversion price is $60.39 per share, subject to
            adjustment for certain events. The conversion price is equivalent to
            a conversion rate of 16.559 shares per $1,000 principal amount of
            debentures. Upon conversion, the Company will have the right to
            deliver, in lieu of the Company's Common Stock, cash or a
            combination of cash and shares of the Company's Common Stock, in the
            Company's sole discretion.

            The Company originally issued the debentures to the Initial
            Purchasers at a price of 100% of their principal amount. Proceeds
            from the offering (after deducting related expenses) of
            approximately $1.001 billion were utilized, together with existing
            cash, to redeem in full the $1 billion outstanding aggregate
            principal amount of the Company's 6.250% notes due 2006 and pay any
            related premiums of approximately $92.3 million.

     (d)    Use of Proceeds from Registered Securities

            On December 16, 2003, the Company completed a registered offering
            under the Securities Act of 1933 of $1.750 billion of the Company's
            5.500% notes due 2014, $500.0 million of the Company's 6.450% notes
            due 2024 and $750.0 million of the Company's 6.500% notes due 2034.
            The securities were registered under Registration Statement File No.
            333-108312 (effective date November 24, 2003) and Registration
            Statement File No. 333-111093 (effective date December 11, 2003).
            Citigroup Global Markets Inc., J.P. Morgan Securities Inc., UBS
            Securities LLC and Scotia Capital (USA) Inc. acted as underwriters
            in the transaction. Proceeds from the offering (after deducting
            related expenses) were approximately $2.960 billion. A portion of
            such proceeds were utilized to repurchase approximately $691.0
            million of the Company's 7.90% notes due 2005 pursuant to a tender
            offer.

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 2003 Annual Report to Stockholders, 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 59 through 72 of the
            Company's 2003 Annual Report to Stockholders, is incorporated herein
            by reference.

                                      II-2
<PAGE>

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 70 of the Company's 2003 Annual Report to
            Stockholders, 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 55 of the Company's 2003
            Annual Report to Stockholders, the Report of Independent Auditors on
            page 56, and Quarterly Financial Data (Unaudited) on page 58, are
            incorporated herein by reference.

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

            None.

ITEM 9(A).  CONTROLS AND PROCEDURES
            -----------------------

            As of December 31, 2003, the Company carried out an evaluation,
            under the supervision and with the participation of the Company's
            management, including the Chief Executive Officer and Chief
            Financial Officer, of the effectiveness of the design and operation
            of the Company's disclosure controls and procedures pursuant to
            Exchange Act Rule 13a-15. Based upon that evaluation, the Chief
            Executive Officer and Chief Financial Officer concluded that the
            Company's disclosure controls and procedures are reasonably
            effective in design and practice to alert them, in a timely manner,
            to material information relating to the Company (including its
            consolidated subsidiaries) required to be included in the Company's
            periodic SEC filings. During the 2003 fourth quarter, there were no
            significant changes in the Company's internal control over financial
            reporting or in other factors that could materially affect the
            Company's internal control over financial reporting, nor were any
            corrective actions required to be taken by the Company with regard
            to significant deficiencies or material weaknesses in internal
            control over financial reporting.


                                      II-3
<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 3 through 5 of a definitive proxy
            statement to be filed with the Securities and Exchange Commission on
            or about March 17, 2004 ("the 2004 Proxy Statement").

     (b)    Information relating to the Company's audit committee, including
            designation of "Financial Expert" under applicable Securities and
            Exchange Commission rules, is incorporated herein by reference to
            page 7 of the 2004 Proxy Statement.

     (c)    Information relating to the Company's executive officers as of March
            8, 2004 is furnished in Part I hereof under a separate unnumbered
            caption ("Executive Officers of the Registrant as of March 8,
            2004").

     (d)    Information relating to certain filing obligations of directors and
            executive officers of the Company under the federal securities laws
            set forth on page 11 of the 2004 Proxy Statement under the caption
            "Section 16(a) Beneficial Ownership Reporting Compliance" is
            incorporated herein by reference.

     (e)    Information relating to the Company's code of ethics, included
            within the Wyeth Code of Conduct, is available on the Wyeth Internet
            website at www.wyeth.com. Copies of the Wyeth Code of Conduct are
            also available, without charge, by contacting Wyeth Investor
            Relations at (973) 660-5000.

     (f)    The Charters for the Company's Audit, Compensation and Benefits,
            Nominating and Governance and Corporate Issues Committees, the
            Nominating and Governance Committee Criteria and Procedures for
            Board Candidate Selection and Wyeth's Corporate Governance
            Guidelines are available on the Wyeth Internet website at
            www.wyeth.com. Copies of these documents are also available, without
            charge, by contacting Wyeth Investor Relations at (973) 660-5000.

ITEM 11.    EXECUTIVE COMPENSATION
            ----------------------

            Information relating to executive compensation is incorporated
            herein by reference to pages 15 through 22 and the section titled
            "Change in Control Severance Agreements" on pages 24 through 26 of
            the 2004 Proxy Statement. Information with respect to compensation
            of directors is incorporated herein by reference to pages 5 and 6 of
            the 2004 Proxy Statement.

                                     III-1
<PAGE>

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            ---------------------------------------------------
            MANAGEMENT AND RELATED STOCKHOLDER MATTERS
            ------------------------------------------

     (a)    Information relating to security ownership is incorporated herein by
            reference to pages 11 and 12 of the 2004 Proxy Statement.

     (b)    Information regarding the Company's equity compensation plans is
            incorporated herein by reference to page 24 of the 2004 Proxy
            Statement.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
            ----------------------------------------------

            Information regarding transactions with management and others and
            indebtedness of management is incorporated herein by reference to
            page 26 of the 2004 Proxy Statement.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES
            --------------------------------------

            Information relating to principal accountant fees and services is
            incorporated herein by reference to pages 36 and 37 of the 2004
            Proxy Statement.

                                     III-2
<PAGE>

                                     PART IV
                                     -------

ITEM 15.    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
            Auditors, included on pages 28 through 56 of the Company's 2003
            Annual Report to Stockholders, are incorporated herein by reference.

                                                                        Pages
                                                                        -----
            Consolidated Balance Sheets as of
            December 31, 2003 and 2002                                  28

            Consolidated Statements of Operations
            for the years ended December 31,
            2003, 2002 and 2001                                         29

            Consolidated Statements of Changes in
            Stockholders' Equity for the years ended
            December 31, 2003, 2002 and 2001                            30

            Consolidated Statements of Cash Flows
            for the years ended December 31, 2003,
            2002 and 2001                                               31

            Notes to Consolidated Financial Statements                  32-55

            Report of Independent Auditors                              56

  (a)2.     Financial Statement Schedule
            ----------------------------

            Schedules are omitted because they are not applicable.

                                      IV-1
<PAGE>

ITEM 15.      (Continued)

  (a)3.       Exhibits
              --------

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

  (3.1)       The Company's Restated Certificate of Incorporation is
              incorporated by reference to Exhibit 3.1 of the Company's Annual
              Report on Form 10-K for the year ended December 31, 2001.

  (3.2)       The Company's By-Laws is incorporated by reference to Exhibit 3.2
              of the Company's Quarterly Report on Form 10-Q for the quarter
              ended March 31, 2003.

  (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 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
              Quarterly Report on Form 10-Q for the quarter ended September 30,
              1992 (File 1-1225).

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

  (4.4)       Third Supplemental Indenture, dated as of February 14, 2003,
              between the Company and JPMorgan Chase Bank (as successor to
              Manufacturers Hanover Trust Company) is incorporated by reference
              to Exhibit 4.4 of the Company's Annual Report on Form 10-K for the
              year ended December 31, 2002.

  (4.5)       Fourth Supplemental Indenture, dated as of December 16, 2003,
              between the Company and JPMorgan Chase Bank (as successor to
              Manufacturers Hanover Trust Company) is incorporated by reference
              to Exhibit 4.3 of the Registration Statement on Form S-3 for the
              Company filed on February 3, 2004.

  (4.6)       Fifth Supplemental Indenture, dated as of December 16, 2003,
              between the Company and JPMorgan Chase Bank (as successor to The
              Chase Manhattan Bank).

  (4.7)       Certificate of Designation of Series A Junior Participating
              Preferred Stock of the Company is incorporated herein by reference
              to Exhibit 4.2 of the Company's Form 8-A, dated October 14, 1999.

  (10.1)      Purchase Agreement, by and among American Cyanamid Company,
              American Home Products Corporation and BASF Aktiengesellschaft,
              dated as of March 20, 2000 is incorporated by reference to Exhibit
              10.1 to the Company's Quarterly Report on Form 10-Q for the period
              ended March 31, 2000 (Confidential Treatment Requested -
              confidential portions have been omitted and filed separately with
              the Commission).

                                      IV-2
<PAGE>

  (10.2)      First Amendment to the Purchase Agreement, by and among
              American Cyanamid Company, American Home Products Corporation,
              and BASF Aktiengesellschaft dated as of June 30, 2000 is
              incorporated by reference to Exhibit 10.2 to the Company's
              Current Report on Form 8-K filed on July 17, 2000 (Confidential
              Treatment Requested - confidential portions have been omitted and
              filed separately with the Commission).

  (10.3)      Registration Rights Agreement, dated December 16, 2003, between
              Wyeth, Citigroup Global Markets Inc. and J.P. Morgan Securities
              Inc., as Representatives of the several Initial Purchasers, is
              incorporated herein by reference to Exhibit 4.4 of the
              Registration Statement on Form S-3 of the Company filed on
              February 3, 2004.

  (10.4)      Second Amendment to the Purchase Agreement, by and among American
              Cyanamid Company, American Home Products Corporation, and BASF
              Aktiengesellschaft dated as of December 9, 2000 is incorporated by
              reference to Exhibit 10.5 of the Company's Annual Report on Form
              10-K for the year ended December 31, 2001 (Confidential Treatment
              Requested - confidential portions have been omitted and filed
              separately with the Commission).

  (10.5)      3-Year Credit Agreement, dated as of March 3, 2003 among the
              Company, the banks and other financial institutions from time to
              time parties thereto and JPMorgan Chase Bank, as administrative
              agent for the lenders thereto is incorporated by reference to
              Exhibit 10.5 of the Company's Annual Report on Form 10-K for the
              year ended December 31, 2002.

  (10.6)      First Amendment to 3-Year Credit Agreement, dated as of February
              11, 2004, among the Company, the banks and other financial
              institutions from time to time parties thereto and JPMorgan Chase
              Bank, as administrative agent for the lenders thereto.

  (10.7)      5-Year Credit Agreement, dated as of February 11, 2004, among the
              Company, the banks and other financial institutions from time to
              time parties thereto and JPMorgan Chase Bank, as administrative
              agent for the lenders thereto.

  (10.8)      Master Guarantee and Letter of Credit Agreement, dated as of
              December 16, 2003, between the Company and ABN AMRO BANK, N.V.

  (10.9)*     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).

  (10.10)*    Amendment to the 1990 Stock Incentive Plan is incorporated by
              reference to Exhibit 10.13 of the Company's Annual Report on Form
              10-K for the year ended December 31, 1995 (File 1-1225).


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

                                      IV-3
<PAGE>

  (10.11)*    Amendment to the 1990 Stock Incentive Plan is incorporated by
              reference to Exhibit 10.21 of the Company's Annual Report on Form
              10-K for the year ended December 31, 1996 (File 1-1225).

  (10.12)*    Amendment to the 1990 Stock Incentive Plan is incorporated by
              reference to Exhibit 10.19 of the Company's Annual Report on Form
              10-K for the year ended December 31, 2001.

  (10.13)*    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 (File 1-1225).

  (10.14)*    Amendment to the 1993 Stock Incentive Plan is incorporated by
              reference to Exhibit 10.21 of the Company's Annual Report on Form
              10-K for the year ended December 31, 2001.

  (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 (File 1-1225).

  (10.16)*    Amendment to the 1996 Stock Incentive Plan is incorporated by
              reference to Exhibit 10.23 of the Company's Annual Report on Form
              10-K for the year ended December 31, 2001.

  (10.17)*    1999 Stock Incentive Plan is incorporated by reference to Appendix
              I of the Company's definitive Proxy Statement filed March 18, 1999
              (File 1-1225).

  (10.18)*    Amendment to the 1999 Stock Incentive Plan is incorporated by
              reference to Exhibit 10.25 of the Company's Annual Report on Form
              10-K for the year ended December 31, 2001.

  (10.19)*    Form of Stock Option Agreement (phased vesting) is incorporated by
              reference to Exhibit 10.19 of the Company's Annual Report on Form
              10-K for the year ended December 31, 2002.

  (10.20)*    Form of Special Stock Option Agreement (three-year vesting) is
              incorporated by reference to Exhibit 10.28 of the Company's Annual
              Report on Form 10-K for the year ended December 31, 1995 (File
              1-1225).

  (10.21)*    Amendment to Special Stock Option Agreement is incorporated by
              reference to Exhibit 10.30 of the Company's Annual Report on Form
              10-K for the year ended December 31, 1996 (File 1-1225).

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

  (10.23)*    Form of Restricted Stock Performance Award Agreement under the
              1996 Stock Incentive Plan, 1999 Stock Incentive Plan and 2002
              Stock Incentive Plan (initial award) is incorporated by reference
              to Exhibit 10.23 of the Company's Annual Report on Form 10-K for
              the year ended December 31, 2002.


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

                                      IV-4
<PAGE>

  (10.24)*    Form of Restricted Stock Performance Award Agreement under the
              1996 Stock Incentive Plan, 1999 Stock Incentive Plan and 2002
              Stock Incentive Plan (subsequent award) is incorporated by
              reference to Exhibit 10.24 of the Company's Annual Report on Form
              10-K for the year ended December 31, 2002.

  (10.25)*    Form of Special Stock Option Agreement with Robert Essner dated
              June 21, 2001 (transferable option) is incorporated by reference
              to Exhibit 10.25 of the Company's Annual Report on Form 10-K for
              the year ended December 31, 2002.

  (10.26)*    Form of Restricted Stock Award Agreement with Robert Essner dated
              June 21, 2001 (cliff vesting) is incorporated by reference to
              Exhibit 10.26 of the Company's Annual Report on Form 10-K for the
              year ended December 31, 2002.

  (10.27)*    Form of Restricted Stock Award Agreement with Robert Ruffolo dated
              January 23, 2001 (phased vesting) is incorporated by reference to
              Exhibit 10.27 of the Company's Annual Report on Form 10-K for the
              year ended December 31, 2002.

  (10.28)*    Restricted Stock Trust Agreement under the 1993 Stock Incentive
              Plan is incorporated by reference to Exhibit 10.23 of the
              Company's Annual Report on Form 10-K for the year ended December
              31, 1995 (File 1-1225).

  (10.29)*    Management Incentive Plan, as amended to date is incorporated by
              reference to Exhibit 10.27 of the Company's Annual Report on Form
              10-K for the year ended December 31, 1999.

  (10.30)*    1994 Restricted Stock Plan for Non-Employee Directors, as amended
              to date, is incorporated by reference to Exhibit 10.3 of the
              Company's Quarterly Report on Form 10-Q for the quarter ended June
              30, 2001.

  (10.31)*    Stock Option Plan for Non-Employee Directors is incorporated by
              reference to Exhibit 10.2 of the Company's Quarterly Report on
              Form 10-Q for the quarter ended June 30, 2001.

  (10.32)*    Form of Stock Option Agreement under the Stock Option Plan for
              Non-Employee Directors is incorporated by reference to Exhibit
              10.30 of the Company's Annual Report on Form 10-K for the year
              ended December 31, 1999.

  (10.33)*    Savings Plan, as amended to date, is incorporated by reference to
              Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for
              the quarter ended March 31, 2003.

  (10.34)*    Retirement Plan for Outside Directors, as amended on January 27,
              1994, is incorporated by reference to Exhibit 10.12 of the
              Company's Annual Report on Form 10-K for the year ended December
              31, 1993 (File 1-1225).

  (10.35)*    Directors' Deferral Plan, as amended to date, is incorporated by
              reference to Exhibit 10.35 of the Company's Annual Report on Form
              10-K for the year ended December 31, 2002.

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

                                      IV-5
<PAGE>

  (10.36)*    Executive Incentive Plan is incorporated by reference to Appendix
              D of the Company's definitive Proxy Statement filed March 20,
              2002.

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

  (10.38)*    Executive Retirement Plan is incorporated by reference to Exhibit
              10.5 of the Company's Quarterly Report on Form 10-Q for the
              quarter ended June 30, 2002.

  (10.39)*    Supplemental Employee Savings Plan, as amended to date, is
              incorporated by reference to Exhibit 10.3 of the Company's
              Quarterly Report on Form 10-Q for the quarter ended March 31,
              2003.

  (10.40)*    Supplemental Executive Retirement Plan, as amended to date, is
              incorporated by reference to Exhibit 10.6 of the Company's
              Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.

  (10.41)*    Supplemental Employee Retirement Plan is incorporated by reference
              to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for
              the quarter ended March 31, 2003.

  (10.42)*    2002 Stock Incentive Plan is incorporated by reference to Appendix
              C of the Company's definitive Proxy Statement filed March 20,
              2002.

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

  (10.44)*    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 Annual Report on Form 10-K for the year ended December
              31, 1989 (File 1-3426).

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

  (10.46)*    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 Annual Report on Form 10-K for the year ended December
              31, 1989 (File 1-3426).

  (10.47)*    Form of Severance Agreement entered into between the Company and
              all executive officers is incorporated by reference to Exhibit
              10.43 of the Company's Annual Report on Form 10-K for the year
              ended December 31, 1997 (File 1-1225).

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

                                      IV-6
<PAGE>

  (10.48)*    Agreement, dated as of March 6, 2001, by and between the Company
              and John R. Stafford is incorporated by reference to Exhibit 10.1
              of the Company's Quarterly Report on Form 10-Q for the quarter
              ended March 31, 2001.

  (10.49)*    Amendatory Agreement, dated as of March 6, 2001, by and between
              the Company and John R. Stafford is incorporated by reference to
              Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for
              the quarter ended March 31, 2001.

  (10.50)*    Union Savings Plan, as amended to date, is incorporated by
              reference to Exhibit 10.4 of the Company's Quarterly Report on
              Form 10-Q for the quarter ended March 31, 2003.

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

  (13)        2003 Annual Report to Stockholders. 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.

  (16)        Letter from Arthur Andersen LLP to the Securities and Exchange
              Commission, dated March 18, 2002, is incorporated by reference to
              Exhibit 16 to the Company's Current Report on Form 8-K, dated
              March 18, 2002.

  (21)        Subsidiaries of the Company.

  (23)        Consent of Independent Accountants, PricewaterhouseCoopers LLP,
              relating to their report dated January 22, 2004, except for Note
              16 which is as of February 11, 2004, consenting to the
              incorporation thereof in Registration Statements on Form S-3 (File
              Nos. 33-45324, 33-57339, 333-108312, 333-111093 and 333-112450),
              Form S-4 (File No. 333-59642) 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, 333-15509, 333-76939, 333-67008, 333-64154,
              333-59668, 333-89318, 333-98619 and 333-98623) by reference to the
              Form 10-K of the Company filed for the year ended December 31,
              2003.

  (31.1)      Certification of disclosure as adopted pursuant to Section 302 of
              the Sarbanes-Oxley Act of 2002.

  (31.2)      Certification of disclosure as adopted pursuant to Section 302 of
              the Sarbanes-Oxley Act of 2002.

  (32.1)      Certification pursuant to 18 U.S.C. Section 1350, as adopted
              pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

  (32.2)      Certification pursuant to 18 U.S.C. Section 1350, as adopted
              pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


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

                                      IV-7
<PAGE>

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

  (99.1)      Letter to the Securities and Exchange Commission regarding Arthur
              Andersen LLP (pursuant to Temporary Note 3T) is incorporated by
              reference to the Company's Annual Report on Form 10-K for the year
              ended December 31, 2001.

  (99.2)      Final Nationwide Class Action Settlement Agreement, dated November
              18, 1999, as amended to date is incorporated by reference to
              Exhibit 99.1 of the Company's Quarterly Report on Form 10-Q for
              the quarter ended September 30, 2000.

  (99.3)      Fifth Amendment, dated November 21, 2002, to Final Nationwide
              Class Action Settlement Agreement, dated November 18, 1999, as
              amended, is incorporated by reference to Exhibit 99.3 to the
              Company's Annual Report on Form 10-K for the year ended December
              31, 2002.

  (99.4)      Sixth Amendment, dated January 10, 2003, to Final Nationwide Class
              Action Settlement Agreement, dated November 18, 1999, as amended,
              is incorporated by reference to Exhibit 99.4 to the Company's
              Annual Report on Form 10-K for the year ended December 31, 2002.

  (99.5)      Consent Decree, dated October 3, 2000, is incorporated by
              reference to Exhibit 99.2 of the Company's Quarterly Report on
              Form 10-Q for the quarter ended September 30, 2000.

  (99.6)      Amended and Restated Promotion Agreement, dated as of December 16,
              2001, by and between Immunex, the Company and Amgen Inc. (filed as
              Exhibit 10.1 to Amgen's Registration Statement on Form S-4 (File
              No. 333-81832) on January 31, 2002 and incorporated by reference
              to Exhibit 99.2 of the Company's Current Report on Form 8-K, dated
              July 29, 2002).


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

              The following Current Reports on Form 8-K were filed by the
              Company:

               o    October 22, 2003 relating to furnishing information on
                    Wyeth's diet drug litigation and Wyeth's results for
                    the 2003 third quarter and first nine months (Items 9 and
                    12 disclosure).

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

                                      IV-8
<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.

                                      WYETH
                                      -----
                                  (Registrant)

March 12, 2004                     By /s/      Kenneth J. Martin
                                      ------------------------------------
                                               Kenneth J. Martin
                                               Executive Vice President
                                               and Chief Financial Officer

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/  Robert Essner                    Chairman of the Board,      March 12, 2004
------------------------------------  President and
     Robert Essner                    Chief Executive Officer

Principal Financial Officer:

/s/  Kenneth J. Martin                Executive Vice President    March 12, 2004
------------------------------------  and Chief Financial Officer
     Kenneth J. Martin

Principal Accounting Officer:

/s/  Paul J. Jones                    Vice President and          March 12, 2004
------------------------------------  Controller
     Paul J. Jones

Directors:

/s/  Clifford L. Alexander, Jr.       Director                    March 12, 2004
------------------------------------
     Clifford L. Alexander, Jr.

/s/  Frank A. Bennack, Jr.            Director                    March 12, 2004
------------------------------------
     Frank A. Bennack, Jr.

/s/  Richard L. Carrion               Director                    March 12, 2004
------------------------------------
     Richard L. Carrion

/s/  John D. Feerick                  Director                    March 12, 2004
------------------------------------
     John D. Feerick

/s/  Robert S. Langer, Sc.D.          Director                    March 12, 2004
------------------------------------
     Robert S. Langer, Sc.D.

                                      IV-9
<PAGE>

             Signatures                     Title                     Date
             ----------                     -----                     ----

                                      Director
------------------------------------
     John P. Mascotte

/s/  Mary Lake Polan, M.D., Ph.D.,    Director                    March 12, 2004
M.P.H.
------------------------------------
     Mary Lake Polan, M.D., Ph.D.,
M.P.H.

/s/  Ivan G. Seidenberg               Director                    March 12, 2004
------------------------------------
     Ivan G. Seidenberg

/s/  Walter V. Shipley                Director                    March 12, 2004
------------------------------------
     Walter V. Shipley

/s/  John R. Torell III               Director                    March 12, 2004
------------------------------------
     John R. Torell III

                                     IV-10
<PAGE>

                                INDEX TO EXHIBITS
                                -----------------


     Exhibit No.                             Description

  (4.6)       Fifth Supplemental Indenture, dated as of December 16, 2003,
              between the Company and JPMorgan Chase Bank (as successor to The
              Chase Manhattan Bank).

  (10.6)      First Amendment to 3-Year Credit Agreement, dated as of February
              11, 2004, among the Company, the banks and other financial
              institutions from time to time parties thereto and JPMorgan Chase
              Bank, as administrative agent for the lenders thereto.

  (10.7)      5-Year Credit Agreement, dated as of February 11, 2004, among the
              Company, the banks and other financial institutions from time to
              time parties thereto and JPMorgan Chase Bank, as administrative
              agent for the lenders thereto.

  (10.8)      Master Guarantee and Letter of Credit Agreement, dated as of
              December 16, 2003, between the Company and ABN AMRO BANK, N.V.

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

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

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

  (13)        2003 Annual Report to Stockholders. 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 Accountants, PricewaterhouseCoopers LLP,
              relating to their report dated January 22, 2004, except for Note
              16 which is as of February 11, 2004, consenting to the
              incorporation thereof in Registration Statements on Form S-3
              (File Nos. 33-45324, 33-57339, 333-108312, 333-111093 and
              333-112450), Form S-4 (File No. 333-59642) 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, 333-15509, 333-76939, 333-67008,
              333-64154, 333-59668, 333-89318, 333-98619 and 333-98623) by
              reference to the Form 10-K of the Company filed for the year
              ended December 31, 2003.

  (31.1)      Certification of disclosure as adopted pursuant to Section 302 of
              the Sarbanes-Oxley Act of 2002.

  (31.2)      Certification of disclosure as adopted pursuant to Section 302 of
              the Sarbanes-Oxley Act of 2002.


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

<PAGE>

  (32.1)      Certification pursuant to 18 U.S.C. Section 1350, as adopted
              pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

  (32.2)      Certification pursuant to 18 U.S.C. Section 1350, as adopted
              pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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