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, 2000                                           1-1225
  -----------------                                           ------

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

                 Delaware                                 13-2526821
-----------------------------------------     ----------------------------------
   (State or other jurisdiction of             (I.R.S. Employer Identification
   incorporation or organization)                           Number)

   Five Giralda Farms, Madison, NJ                        07940-0874
-----------------------------------------     ----------------------------------
(Address of principal executive offices)                  (Zip Code)


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


                                                    Name of each exchange on
          Title of each class                           which registered
-----------------------------------------     ----------------------------------
$2 Convertible Preferred Stock, $2.50 par
value                                               New York Stock Exchange
-----------------------------------------     ----------------------------------
Common Stock, $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 is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]


<PAGE>


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

Aggregate market value at March 2, 2001                    $80,853,128,750

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 2, 2001
                                                            -------------

Common Stock, $0.33 - 1/3 par value                         1,313,617,039

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) 2000 Annual Report to Stockholders - In Parts I, II and IV
--------------------------------------------------------------
(2) Proxy Statement will be filed on or about March 19, 2001 - In Part III
--------------------------------------------------------------------------


<PAGE>






                                     PART I
                                     ------

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

            General
            -------

            American Home Products Corporation (the "Company" or "AHPC"), a
            Delaware corporation organized in 1926, is currently engaged in the
            discovery, development, manufacture, distribution and sale of a
            diversified line of products in two primary businesses:
            Pharmaceuticals and Consumer Health Care. Pharmaceuticals include
            branded and generic human ethical pharmaceuticals, biologicals,
            nutritionals, and animal biologicals and pharmaceuticals. Principal
            products include women's health care products, infant nutritionals,
            cardiovascular products, neuroscience therapies, gastroenterology
            drugs, anti-infectives, vaccines, biopharmaceuticals, oncology
            therapies, musculoskeletal therapies and transplantation products.
            Principal animal health products include vaccines, pharmaceuticals,
            endectocides and growth implants. Consumer Health Care products
            include analgesics, cough/cold/allergy remedies, nutritional
            supplements, herbal products, and hemorrhoidal, antacid, asthma and
            other relief items sold over-the-counter.

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

            In October 2000, the Company increased its ownership in Immunex
            Corporation ("Immunex") 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 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.

            On March 20, 2000, the Company signed a definitive agreement with
            BASF Aktiengesellschaft ("BASF") to sell the Cyanamid Agricultural
            Products business which manufactures, distributes, and sells crop
            protection and pest control products worldwide. On June 30, 2000,
            the sale was completed and BASF paid the Company $3.8 billion in
            cash and assumed certain debt. The Company recorded an after-tax
            loss on the sale of this business of $1.573 billion and reflected
            this business as a discontinued operation in the 2000 first quarter.
            The loss on the sale was due primarily to a difference in the basis
            of the net assets sold for financial reporting purposes compared
            with the Company's basis in such net assets for tax purposes. This
            difference related, for the most part, to goodwill which is not
            recognized for tax purposes.  As a result, the transaction generated
            a taxable gain requiring the recording of a tax provision, in
            addition to a book loss related to a write-off of net assets in
            excess of the selling price.

                                      I-1

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

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

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

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

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

            In November 1996, the Company sold a majority interest (80%) in the
            American Home Foods business for approximately $1.209 billion.
            During 1998 and 1997, the Company sold its remaining equity interest
            in International Home Foods, Inc., the successor to American Home
            Foods.

            Additional information relating to the Solgar acquisition and the
            Cyanamid Agricultural Products and the Sherwood-Davis & Geck medical
            devices business dispositions is set forth in Note 2 of the Notes to
            Consolidated Financial Statements in the Company's 2000 Annual
            Report to Stockholders and is incorporated herein by reference. Also
            included in Note 2 is additional information relating to the sale of
            a portion of the Company's investment in Immunex common stock.

            Operating Segments
            ------------------

            Financial information, by operating segment, for the three years
            ended December 31, 2000 is set forth in Note 11 of the Notes to
            Consolidated Financial Statements in the Company's 2000 Annual
            Report to Stockholders and is incorporated herein by reference.

            The Company has three reportable segments: Pharmaceuticals, Consumer
            Health Care, and Corporate and All Other. The Company's
            Pharmaceuticals and Consumer Health Care reportable segments are
            strategic business units that offer different products and services.
            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 is not dependent on any single customer or
            major group of customers for its sales. The product designations
            appearing in differentiated type herein are trademarks.

                                      I-2

            PHARMACEUTICALS SEGMENT

            The Pharmaceuticals segment manufactures, distributes, and sells
            branded and generic human ethical pharmaceuticals, biologicals,
            nutritionals, and animal biologicals and pharmaceuticals. These
            products are promoted and sold worldwide primarily to wholesalers,
            pharmacies, hospitals, physicians, retailers, veterinarians, and
            other human and animal health care institutions. Some of these sales
            are made to large buying groups representing certain of these
            customers. Principal product categories for human use and their
            respective products are: women's health care products including
            PREMARIN, PREMPRO, PREMPHASE, LO/OVRAL (marketed as MIN-OVRAL
            internationally), ALESSE and TRIPHASIL (marketed as TRINORDIOL
            internationally); infant nutritionals including S26 and 2ND AGE
            PROMIL (international markets only); cardiovascular products
            including CORDARONE, ZIAC and INDERAL LA; neuroscience therapies
            including ATIVAN, EFFEXOR (marketed as EFEXOR internationally) and
            EFFEXOR XR; 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)
            and MENINGITEC (international market only); biopharmaceuticals
            including BENEFIX Coagulation Factor IX (Recombinant); oncology
            therapies; musculoskeletal therapies including ENBREL (which is
            co-promoted in the United States by the Company under an agreement
            with Immunex), SYNVISC and TRAXAM; and transplantation products.
            Principal animal health product categories include vaccines,
            pharmaceuticals, endectocides including CYDECTIN, and growth
            implants. The Company manufactures these products in the United
            States and Puerto Rico, and 20 foreign countries.

            Sales of women's health care products in the aggregate, and the
            PREMARIN family of products individually, accounted for more than
            10% of consolidated net revenue in 2000, 1999 and 1998.
            Additionally, women's health care products in the aggregate, and the
            PREMARIN family of products individually, were greater than 10% of
            consolidated operating income (loss) before taxes in 2000, 1999 and
            1998. Except for the products noted above, no other single
            pharmaceutical product or category of products accounted for more
            than 10% of consolidated net revenue in 2000, 1999 or 1998.

            CONSUMER HEALTH CARE SEGMENT

            The Consumer Health Care segment manufactures, distributes and sells
            over-the-counter health care products. Principal consumer health
            care product categories and their respective products are:
            analgesics including ADVIL; cough/cold/allergy remedies including
            ROBITUSSIN and DIMETAPP; nutritional supplements including CENTRUM
            products, CALTRATE and SOLGAR products; herbal products and
            hemorrhoidal, antacid, asthma and other relief items including CHAP
            STICK. These products are generally sold to wholesalers and
            retailers and are promoted primarily to consumers worldwide through
            advertising. These products are manufactured in the United States
            and Puerto Rico, and 14 foreign countries.

            No single consumer health care product or category of products
            accounted for more than 10% of consolidated net revenue in 2000,
            1999 or 1998.

                                      I-3

            CORPORATE AND ALL OTHER SEGMENT

            Corporate is responsible for the treasury, tax and legal operations
            of the Company's businesses and maintains and/or incurs certain
            assets, liabilities, expenses, gains and losses related to the
            overall management of the Company which are not allocated to the
            other reportable segments. These items include special charges,
            interest expense and interest income, gains on the sales of
            investments and other corporate assets, including the sale of
            Immunex common stock, the $1.8 billion termination fee received from
            the Warner-Lambert Company, certain litigation provisions, including
            the REDUX and PONDIMIN litigation charges, goodwill impairment, the
            gain on the sale of the Sherwood-Davis & Geck medical devices
            business, and other miscellaneous items. All Other consists of the
            Sherwood-Davis & Geck medical devices business which the Company
            divested in February 1998.

            Sources and Availability of Raw Materials
            -----------------------------------------

            Generally, raw materials and packaging supplies are purchased in the
            open market from various outside vendors. The loss of any one source
            of supply would not have a material adverse effect on the Company's
            future results of operations. However, finished dosage forms of
            ENBREL (which is co-promoted in the United States by the Company
            under an agreement with Immunex) and PROTONIX are produced by one
            third-party manufacturer, and raw materials for certain oral
            contraceptives, EFFEXOR, EFFEXOR XR and ZOSYN are sourced from sole
            third-party suppliers.

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

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

            In the U.S. pharmaceuticals business, some of the Company's major
            products are not protected by patents. SYNVISC, a visco
            supplementation for treatment of osteoarthritis of the knee, will
            have patent protection until at least 2010. The anti-infective ZOSYN
            will have patent protection until at least 2007. The tumor necrosis
            factor receptor (TNFR) ENBREL (which is co-promoted in the United
            States by the Company under an agreement with Immunex), will have
            patent protection until at least 2014. The anti-depressant EFFEXOR
            will have patent protection until at least 2007 and EFFEXOR XR will
            have patent protection until at least 2017. PREMPRO, a combination
            estrogen and progestin product, will have patent protection until at
            least 2015. BENEFIX Coagulation Factor IX (Recombinant), a blood
            clotting factor for hemophilia B, will have patent protection until
            2011. PREVNAR, the Company's seven-valent pneumococcal conjugate
            vaccine will have patent protection until 2004 and patent extension
            under the Waxman-Hatch Act has been applied for, which would extend
            this date until 2007. PROTONIX, the Company's product for the short-
            term treatment of erosive esophagitis, will have patent protection
            until 2007.

                                      I-4

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

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

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

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

            PHARMACEUTICALS

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

            The Company's competitive position is affected by several factors
            including resources available to develop, enhance and promote
            products, customer acceptance, product quality, patent protection,
            development of alternative therapies by competitors, scientific and
            technological advances, and governmental actions affecting pricing
            and generic substitutes. 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. 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
            medroxyprogesterone acetate), are the leaders in their categories
            and contribute significantly to net revenue and results of
            operations. PREMARIN's natural composition is not subject to patent
            protection (although PREMPRO has patent protection). The principal
            uses of PREMARIN, PREMPRO and PREMPHASE are to manage the symptoms
            of menopause and to prevent osteoporosis, a condition involving a
            loss of bone mass in postmenopausal women. Estrogen-containing
            products manufactured by other companies have been marketed for many
            years for the treatment of menopausal symptoms, and several of these
            products also have an approved indication for the prevention of
            osteoporosis. During the past several years, other manufacturers
            have introduced products for the treatment and/or prevention of
            osteoporosis. New products containing different estrogens than those
            found in PREMPRO and PREMPHASE and having many forms of the same
            indications have also been introduced. Some companies have attempted
            to obtain approval for generic versions of PREMARIN. These products,
            if approved, would be routinely substitutable for PREMARIN and
            related products under many state laws and third-party insurance
            payer plans. In May 1997, the U.S. Food and Drug Administration
            ("FDA") announced that it would not approve certain synthetic
            estrogen products as generic equivalents of PREMARIN given known
            compositional differences between the active ingredient of these
            products and PREMARIN. Although the FDA has not approved any generic
            equivalents to PREMARIN to date, PREMARIN will continue to be
            subject to competition from existing and new competing estrogen and
            other products for its approved indications and may be subject to
            generic competition from either synthetic or natural conjugated
            estrogens products in the future. At least one other company has
            announced that it is in the process of developing a generic version
            of PREMARIN from the same natural source, and the Company currently
            cannot predict the timing or outcome of these or any other efforts.

                                      I-5

            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. While
            the Company cannot predict the impact future health care initiatives
            may have on the Company's worldwide results of operations, the
            Company believes that the pharmaceutical industry will continue to
            play a very positive role in helping to contain global health care
            costs through the development of innovative products.

            CONSUMER HEALTH CARE

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

            The growth of generic and store brands continued to impact some of
            the Company's consumer health care branded product line categories
            in 2000 and is expected to continue during 2001.

            GENERAL

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

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

            Worldwide research and development activities are focused on
            developing and bringing to market new products to treat and/or
            prevent some of the most serious health care problems. Research and
            development expenditures totaled approximately $1.688 billion in
            2000, $1.588 billion in 1999, and $1.476 billion in 1998 with
            approximately 96%, 95% and 94% of these expenditures in the
            pharmaceutical area in 2000, 1999 and 1998, respectively.

                                      I-6

            The Company currently has seven New Drug Applications and 15
            Supplemental Drug Applications filed with the FDA for review, and
            112 active Investigational New Drug Applications and one preliminary
            market approval application. During 2000, several major
            collaborative research and development arrangements were initiated
            or continued with other pharmaceutical and biotechnology companies.
            Additionally, the animal health business has 59 Veterinary Biologics
            License Applications awaiting approval by the U.S. Department of
            Agriculture ("USDA"), and one application for a new product awaiting
            approval by the U.S. Environmental Protection Agency ("EPA").
            Certain approvals outside the United States are also pending.

            In 2000, FDA approval was granted for PREVNAR, the first vaccine to
            help prevent invasive pneumococcal disease in infants and toddlers,
            and PROTONIX, the newest of the gastrointestinal drug class
            known as proton pump inhibitors, which is indicated for the short-
            term (up to sixteen weeks) treatment in the healing and symptomatic
            relief of erosive esophagitis. Also, during 2000, the FDA approved
            MYLOTARG, the first targeted chemotherapy agent using monoclonal
            antibody technology, and a new indication for ALTACE (which is
            co-promoted with King Pharmaceuticals, Inc.), an angiotensin-
            converting-enzyme (ACE) inhibitor, to reduce the risk of stroke,
            heart attack and death from cardiovascular causes in patients over
            55 at risk for cardiovascular disease. Existing product lines
            expanded for new indications were EFFEXOR XR, an antidepressant,
            which was approved in the United States for long-term treatment of
            generalized anxiety disorder, and ENBREL (which is co-promoted in
            the United States by the Company under an agreement with Immunex)
            received approval for inhibiting the progression of structural
            damage in the joints of early rheumatoid arthritis patients.
            Additionally, regulatory submissions were filed for new, lower-dose
            formulations of PREMARIN and PREMARIN/MPA products and a regulatory
            submission was filed in the United States during the year for
            FLUMIST, the first intranasal flu vaccine. Regulatory review of
            rhBMP-2, a unique recombinant protein that stimulates bone growth to
            facilitate the healing of long bone fractures requiring open
            surgical management, began early in 2001.

            Regulation
            ----------

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

                                      I-7

            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 Company's Wyeth-Ayerst Laboratories division, a related
            subsidiary and three 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. Prior to the
            seizure, the Company had ceased production at portions of the
            Marietta facility in order to implement process and facility
            improvements. 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. Under the consent decree, the Company paid $30 million
            to the U.S. government. 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, the consent decree
            requires a comprehensive inspection of the Marietta and Pearl River
            facilities by an expert consultant, actions by the Company to
            address any observations made by the consultant, and verification of
            the Company's actions by the expert consultant followed by an FDA
            inspection.

                                      I-8

            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 ("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.

            Additional information on environmental matters is set forth in
            Notes 5 and 10 of the Notes to Consolidated Financial Statements in
            the Company's 2000 Annual Report to Stockholders and is incorporated
            herein by reference.

            Employees
            ---------

            At the end of 2000, the Company had 48,036 employees worldwide, with
            25,490 employed in the United States including Puerto Rico.
            Approximately 21% of worldwide employees are represented by various
            collective bargaining groups. Relations with most organized labor
            groups remain relatively stable.

            Financial Information about the Company's Domestic and International
            --------------------------------------------------------------------
            Operations
            ----------

            Financial information about U.S. and international operations for
            the three years ended December 31, 2000 is set forth in Note 11 of
            the Notes to Consolidated Financial Statements in the Company's 2000
            Annual Report to Stockholders and is incorporated herein by
            reference.

            The Company's operations outside the United States are conducted
            primarily through subsidiaries. International net revenue in 2000
            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 2000 Annual
            Report to Stockholders and is incorporated herein by reference.

                                      I-9

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

            The Company's corporate headquarters and the headquarters of its
            domestic and international consumer health care business are located
            in Madison, New Jersey. The Company's domestic and international
            human ethical pharmaceutical operations are headquartered in leased
            facilities located in Radnor and St. Davids, 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 20 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,
            2000, listed in alphabetical order by state or country. All of these
            properties are owned except certain facilities in Cambridge,
            Massachusetts, Cherry Hill, New Jersey, Radnor, Pennsylvania,
            Guayama, Puerto Rico and Suzhou, China which are under lease. The
            Company also owns or leases a number of other smaller properties
            worldwide which are used for manufacturing, research, warehousing
            and office space.

            Pharmaceuticals and Consumer Health Care:

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

               International:
               St. Laurent, Canada (M, R)
               Suzhou, China (M)
               Havant, England (M, R)
               Askeaton, Ireland (M, R)
               Newbridge, Ireland (M)
               Catania, Italy (M, R)
               Vallejo, Mexico (M)
               Weesp, Netherlands (M, R)
               Cabuyao, Philippines (M)
               Gerona, Spain (M, R)
               Hsin-Chu Hsien, Taiwan (M)

                                      I-10

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

            The Company has pharmaceutical manufacturing facilities under
            construction in Dublin, Ireland, Singapore and West Greenwich, Rhode
            Island. Further, the Company purchased a facility in Collegeville,
            Pennsylvania, which is being prepared to serve as the headquarters
            for the pharmaceutical business and pharmaceutical research.

ITEM 3.     LEGAL PROCEEDINGS
            -----------------

            The Company and its subsidiaries are parties to numerous lawsuits
            and claims arising out of the conduct of its business, including
            product liability and other tort claims.

            On October 7, 1999, the Company announced that it had reached a
            nationwide, class action settlement (or "the settlement") to resolve
            litigation against the Company regarding the use of the diet drugs
            REDUX (dexfenfluramine hydrochloride capsules) C-IV or PONDIMIN
            (fenfluramine hydrochloride) C-IV tablets. The Company's Wyeth-
            Ayerst Laboratories Division had announced a voluntary and immediate
            withdrawal of these products in September 1997. The Company took
            this action on the basis of new, preliminary information provided to
            the Company on September 12, 1997 by the FDA regarding heart valve
            abnormalities in patients using these medications. The Company
            estimates that approximately 5.8 million people used these
            medications in the United States.

            The nationwide, class action settlement is open to all REDUX or
            PONDIMIN users in the United States, regardless of whether they have
            lawsuits pending, and offers a range of benefits depending on a
            participant's particular circumstances, including: a refund program
            for the cost of the drugs; medical screening; additional medical
            services and cash payments; and compensation in the event of serious
            heart valve problems. The settlement terms are reflected in a
            settlement agreement executed on November 19, 1999 (In Re Diet Drugs
            Products Liability Litigation, MDL No. 1203; Brown, et al. v. AHPC,
            No. 99-20593, U.S.D.C., E.D. Pa.). The settlement covers all claims
            arising out of the use of REDUX or PONDIMIN, except for claims of
            primary pulmonary hypertension ("PPH"). The settlement provides
            opportunities during three different time periods for claimants to
            opt out of the settlement. The settlement agreement states that it
            shall not be construed to be an admission or evidence of any
            liability or wrongdoing whatsoever by the Company or the truth of
            any of the claims alleged.

                                      I-11

            Payments by AHPC into the settlement funds may continue for
            approximately 16 years after final judicial approval, if needed, to
            provide settlement benefits to members of the class. Future payments
            will be made only as and if needed. In addition, AHPC will receive
            credits for future payments to persons who opt out of the settlement
            under certain circumstances. A reserve in the amount of $4.75
            billion was established in the 1999 third quarter to provide for
            expected  payments to the settlement funds, other judgments and
            settlements (including claims for PPH and any opt outs from the
            settlement), and legal costs, net of insurance. In the 2000 fourth
            quarter, the Company recorded an additional $7.50 billion reserve.
            The combination of these two charges represents the estimated total
            amount required to resolve all diet drug litigation, including all
            anticipated payments in connection with the nationwide, class action
            settlement, payments to the approximately 40,000 opt out claimants
            with whom the Company has agreed to settle, and all anticipated
            payments to resolve the claims of the remaining approximately 10,000
            opt outs and any PPH claimants, as well as all legal fees and other
            costs.

            On November 23, 1999, United States District Judge Louis C. Bechtle,
            the judge overseeing the federal MDL litigation in Philadelphia,
            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. On April 13, 2000, following
            the close of the four-month initial opt-out period on March 30,
            2000, the Company announced that it would not exercise its option to
            withdraw from the nationwide diet drug settlement. As of March 2001,
            approximately 265,000 individuals had registered for the settlement
            The majority of those who have registered have elected the
            settlement's Accelerated Implementation Option, which provides for
            prompt benefits and resolves the claims of those class members.
            Approximately 50,000 individuals have opted out of the settlement.

            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, the District Court issued an
            order approving the settlement. Several appeals have been taken from
            that order to the United States Court of Appeals for the Third
            Circuit, which is expected to hear and decide the appeals sometime
            during 2001.

            As of March 2001, the Company has reached agreements or agreements
            in principle to settle the claims of approximately 40,000, or 80%,
            of those individuals who opted out of the settlement. There are
            approximately 10,000 opt outs remaining. As of March 2001, the
            Company has been served or is aware that it has been named as a
            defendant in approximately 2,800 pending lawsuits brought by
            individuals who have opted out of the national settlement and who
            have not yet agreed to a settlement of their claims. These
            individuals allege injury as a result of their use of PONDIMIN
            and/or REDUX, either individually or in combination with the
            prescription drug phentermine (which the Company does not
            manufacture, distribute or market).

            On June 27, 2000, a jury in the Oregon Circuit Court, Coos County,
            hearing the cases of Juanita Batson v. Wyeth-Ayerst Laboratories
            Division of American Home Products Corporation, et al., No.
            99CV0306, and Richard Wirt v. Wyeth-Ayerst Laboratories Division of
            American Home Products Corporation, et al., No. 99CV0307, returned
            verdicts in the combined amounts of $3.897 million in compensatory
            damages and $25.350 million in punitive damages. Following the
            verdicts, and prior to post-trial motions, the cases were settled.

                                      I-12

            The Company was also named as a defendant in two shareholder
            lawsuits arising out of the REDUX and PONDIMIN withdrawal. Oran, et
            al. v. Stafford, et al. (No. 97-CV-4513 (NHP), U.S.D.C., D.N.J.),
            which was commenced on September 18, 1997, was a securities fraud
            putative class action in which plaintiffs alleged that the Company
            (and nine officers and directors named as controlling persons under
            Section 20(a) of the Securities Exchange Act of 1934 (the "Exchange
            Act")) engaged in a plan to defraud the market and purchasers of
            AHPC Common Stock in violation of Section 10(b) of the Exchange Act
            and SEC Rule 10b-5 by failing to disclose material facts or making
            material misstatements of fact regarding alleged adverse events
            associated with REDUX and PONDIMIN, in particular the alleged
            association between those two products and valvular heart disease.
            In February 1999, the Oran case was dismissed with prejudice by the
            U.S. District Court for the District of New Jersey. In September
            2000, that dismissal was affirmed by the United States Court of
            Appeals for the Third Circuit and the case has now been closed.
            Grill v. Stafford, et al., (No. MRS-L-164-98, N.J. Sup. Ct., Morris
            Cty.), which was commenced on January 14, 1998, is a shareholder
            derivative action filed against the Company, certain directors, a
            former director and officer of the Company, and certain officers
            which seeks to recover any losses or damages sustained by the
            Company, as well as profits from the sale of stock by present and
            former officers and directors, as a result of alleged intentional,
            reckless or negligent breaches of fiduciary duty by the defendants.
            The complaint contains allegations that the defendants made material
            misstatements or omissions regarding alleged adverse events
            associated with REDUX and/or PONDIMIN (and in particular an alleged
            association between those two products and valvular heart disease),
            exposing the Company to liability for personal injury lawsuits and
            securities claims. The Grill action was stayed during the pendency
            of the Oran case and the Company has now moved to dismiss the Grill
            action.

            Interneuron Pharmaceuticals, Inc., the Company's licensor and
            marketing partner for REDUX is the plaintiff in a lawsuit against
            the Company (Interneuron Pharmaceuticals, Inc. v. American Home
            Products Corp., No. 00-294 F, Superior Ct., Middlesex Cty., MA)
            alleging that, beginning in February 1997, the Company withheld from
            Interneuron information regarding adverse events reported to the
            Company in connection with the use of PONDIMIN. Interneuron claims
            that the Company's failure to disclose the PONDIMIN information
            denied Interneuron the opportunity to communicate directly with the
            FDA on appropriate changes to the REDUX labeling, to make
            appropriate disclosures to Interneuron shareholders and to the
            financial markets, or to take any other steps to mitigate or prevent
            harm to Interneuron's reputation. An amended complaint includes
            claims for treble damages under the Massachusetts Deceptive
            Practices Act, as well as causes of action for fraud, negligent
            misrepresentation, breach of contract, and breach of the implied
            covenant of good faith and fair dealing. Interneuron seeks damages
            for lost profits and royalties from sales of REDUX, lost value to
            its common stock, damage to its reputation and loss of other
            business opportunities.

                                      I-13

            In the litigation involving alleged injuries as a result of the use
            of the NORPLANT SYSTEM, the Company's implantable contraceptive
            containing levonorgestel, the Company announced in September 1999 it
            had reached an agreement with plaintiffs' counsel representing
            virtually all of the NORPLANT SYSTEM plaintiffs to settle the
            then-pending NORPLANT SYSTEM lawsuits for $1,500 per claimant. The
            settlement proposal was communicated by plaintiffs' attorneys to
            their clients with a recommendation that the clients accept the
            offer. As of December 31, 2000, releases had been received from
            32,202 plaintiffs pursuant to the settlement program. At present,
            with the exception of the possible Louisiana class discussed below,
            only approximately 5,032 NORPLANT SYSTEM plaintiffs have not settled
            their claims. The vast majority of the unsettled claimants are
            believed to be individuals who have themselves or through their
            counsel abandoned their claims.

            During 2000, a Texas appeals court reversed the only NORPLANT SYSTEM
            judgment rendered against the Company (a $38,000 judgment in favor
            of plaintiff Emilia Medrano in Davis, et al. v. AHPC, et al., No.
            B-150,760, District Court, Jefferson Cty., Texas) and, on the record
            before it, rendered judgment in favor of the Company, dismissing the
            case.

            In  Louisiana, a motion to certify a statewide class of NORPLANT
            SYSTEM users remains pending. (Davis v. American Home Products
            Corporation, No. CDC 94-11684, Orleans Parish). The Company intends
            to oppose class certification, which has been denied repeatedly in
            the NORPLANT SYSTEM litigation at both the federal and state level.

            In litigation involving DURACT, the Company's non-narcotic analgesic
            pain reliever which was voluntarily withdrawn from the market, three
            putative personal injury class actions are pending. Chimento, et al.
            v. Wyeth-Ayerst, et al., filed in the District Court of Louisiana
            for the Parish of St. Bernard, and Martin, et al. v. Wyeth-Ayerst,
            et al., filed in the District Court of Louisiana for Orleans Parish,
            each seek the certification of a class of Louisiana residents who
            were exposed to and who suffered injury from DURACT. Plaintiffs in
            both cases seek compensatory and punitive damages, the refund of all
            purchase costs, and the creation of a court-supervised medical
            monitoring program for the diagnosis and treatment of liver damage
            and related conditions allegedly caused by DURACT. Walent v.
            Wyeth-Ayerst Laboratories, a Division of American Home Products
            Corporation, et al., No. 00CH12660, Circ. Ct., Cook Cty., IL, seeks
            the certification of a nationwide class of individuals who were
            allegedly exposed to and suffered injury from DURACT. In addition to
            the foregoing, a class action seeking recovery of economic damages
            only has also been filed. Rivera, et al. v. Wyeth-Ayerst
            Laboratories Company, et al., No. G-00-345, U.S.D.C., S.D. Tex.,
            seeks economic damages and a refund of product purchase costs only
            in a class of individuals who ingested DURACT or paid for its use.
            No personal injuries are alleged among the Rivera class members. In
            December 2000, the Rivera case was certified as a class action. That
            decision is now on appeal to the United States Court of Appeals for
            the Fifth Circuit. There are also a total of 17 individual lawsuits
            pending involving former DURACT users alleging myriad injuries, from
            gastrointestinal upset and distress to liver transplant and death.

                                      I-14

            A statewide class action has been filed in the Pennsylvania Court of
            Common Pleas, Delaware County, on behalf of a proposed class
            consisting of all persons who have been administered and paid for,
            in whole or in part, the Company's ROTASHIELD vaccine. (Lennon, et
            al. v. Wyeth-Ayerst, et al., No. 99-13101). The complaint alleges
            breach of contract, breach of warranty, unjust enrichment and
            violation of the Pennsylvania Unfair Trade Practices Act and seeks
            minimum damages of $100 per class member plus treble damages and
            attorneys' fees. During 2000, the Lennon case was dismissed;
            plaintiffs are appealing the dismissal.

            The Company has been named as a defendant in five lawsuits in which
            plaintiffs purport to represent a statewide class of health care
            workers who have been injured by needle and syringe devices
            manufactured by the Company's former Sherwood-Davis & Geck
            subsidiary. The complaints have been filed in Alabama (Daniels v.
            AHPC, et al., No. 2757-G, Circ. Ct., Montgomery Cty.), New York
            (Benner v. Sherwood Medical Company, et al., No. 111372, Sup. Ct.,
            New York Cty.), 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
            (Bates v. AHPC et al., No. 98-CP-40-4343, Circ. Ct., Richland Cty.)
            and all contain virtually identical allegations. Each names AHPC,
            Becton Dickinson and Company, Sherwood's largest competitor, and
            Tyco International (U.S.) Inc., 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 needle sticks 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" needle stick, 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 needle sticks, although plaintiffs in the New York
            case also seek emotional distress damages allegedly arising out of
            the fear of contracting a disease from the incidents. Similar
            actions brought in California, New Jersey, 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 needle stick
            while using one of the defendants' products, reported the stick and
            tested negative for any blood-borne disease. The class certification
            order has been appealed to the Texas Court of Appeals. Oral argument
            took place on December 5, 2000. The cases pending in Oklahoma, South
            Carolina and Alabama remain dormant. No discovery has been
            undertaken in those matters and no class certification hearing dates
            have been set. Class certification discovery is proceeding in the
            New York action. No class certification hearing date has yet been
            scheduled.

                                      I-15

            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. Three putative class
            actions have subsequently been filed against the Company, and other
            manufacturers of cough/cold products which contained PPA, on behalf
            of a class of California citizens who have used and paid for any
            product containing PPA in the preceding four years. (Webster v.
            Whitehall-Robins Healthcare, et al., No. BC238953, Super. Ct., Los
            Angeles Cty.; Chwierut v. Whitehall-Robins Healthcare, et al., No.
            225488, Sonoma Cty.; and Pruitt v. Whitehall-Robins Healthcare, et
            al., No. 225906, Sonoma Cty.). Plaintiffs claim that the Company's
            marketing and advertising of PPA-containing products was false,
            deceptive and misleading, in violation of the California Business &
            Professions Code, in not disclosing the alleged risk of hemorrhagic
            stroke. Plaintiffs seek disgorgement or restitution of any moneys
            acquired by means of the alleged violation, as well as attorneys'
            fees. A similar putative class action seeking certification of a
            nationwide class for economic damages has also been filed.
            (Dietschi, et al. v. American Home Products Corporation,
            No. C01-1306L, U.S.D.C., W.D. Wa.). A putative class action seeking
            certification of a nationwide class for personal injuries and
            medical monitoring has been filed in federal court in Louisiana.
            (Ricks, et al. v. American Home Products Corp., et al., No. 01-0488,
            U.S.D.C., E.D. La.) In addition, eight personal injury suits
            alleging injury as a result of ingestion of PPA-containing products
            have been brought against the Company, and in some cases, other
            manufacturers of cough/cold products which contained PPA.

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

            In September 2000, Duramed Pharmaceuticals, Inc., which markets a
            hormone replacement therapy drug called Cenestin (R), filed a
            complaint against the Company (Duramed Pharmaceuticals, Inc. v.
            Wyeth-Ayerst Laboratories, Inc., No.-C-1-00-735, U.S.D.C., W.D.
            Ohio), alleging that the Company violated the antitrust laws through
            the use of exclusive contracts and "disguised" exclusive contracts
            in the sale of PREMARIN to managed care organizations. Duramed also
            alleges that Wyeth-Ayerst misled the FDA in order to exclude
            competition to PREMARIN, but does not allege any violation of law
            with respect to such alleged practices. The Company believes that
            its conduct was lawful and that its pricing practices do not violate
            the antitrust laws. The Company intends to vigorously defend this
            case.

            The Company has 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
            and is incorporated herein by reference.

                                      I-16

            On July 7, 1997, plaintiffs were awarded $44 million in compensatory
            damages and $1 million in punitive damages in an action, which was
            commenced in U.S. District Court in August 1993 (University of
            Colorado et al. v. American Cyanamid Company, Docket No. 93-K-1657,
            D.Col.). The plaintiffs had accused Cyanamid of misappropriating the
            invention of, and patenting as its own, the formula for the current
            MATERNA Multi-Vitamins. The complaint also contained allegations of
            conversion, fraud, misappropriation, wrongful naming of inventor,
            and copyright and patent infringement. The patent, whose ownership
            and inventorship is in dispute, was granted to Cyanamid in 1984. The
            Court had previously granted Cyanamid's summary judgment motions
            dismissing all counts for relief except for unjust enrichment and
            fraud, which were the issues tried before the court in a three-week
            bench trial in May 1996. Although the plaintiffs had earlier been
            granted summary judgment of their copyright infringement claim, the
            court declined to award plaintiffs damages on that claim.
            Plaintiffs' post-trial motions seeking to increase the damages to
            approximately $111 million (allegedly representing Cyanamid's gross
            profit for 1982-1985 from the sale of the reformulated MATERNA
            product) and to recover approximately $800,000 of attorneys' fees
            was denied. In November 1999, the Court of Appeals affirmed in part
            and vacated in part the District Court's judgment, and remanded this
            case to the District Court for further proceedings. Under this
            ruling, the $45 million judgment against the Company was vacated.
            Following remand, the District Court has concluded that University
            of Colorado employees are the sole inventors of the disputed patent,
            a holding which will be appealed by Cyanamid. A trial has commenced
            in the District Court on plaintiffs' revised claim for in excess of
            $200 million in compensatory damages plus punitive damages.

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

            Subsequently, numerous other cases, many of which were purported
            class actions brought on behalf of retail pharmacies and retail drug
            and grocery chains, were filed in various federal courts against the
            Company as well as other pharmaceutical manufacturers and
            wholesalers. These cases made one or more similar allegations of
            violations of federal or state antitrust or unfair competition laws.
            The various class actions were consolidated as a single class action
            (the "Consolidated Class Action") which alleged violations of
            Section 1 of the Sherman Act. All of the federal actions were
            coordinated and consolidated for pretrial purposes under the caption
            In re Brand Name Prescription Drugs Antitrust Litigation (MDL 997
            N.D. Ill.). These federal actions sought treble damages in
            unspecified amounts and injunctive and other relief.

            In June 1996, the court in the federal actions approved an amended
            settlement among certain defendants, including the Company, and the
            Consolidated Class Action plaintiffs. The settlement provided, among
            other things, for certain payments to be made by the settling
            defendants, over a period of three years, to the Consolidated Class
            Action plaintiffs. The Company's settlement payments totaled $42.5
            million. Certain provisions of the amended settlement, which became
            effective on January 28, 1998 and were in effect until January 2001,
            prohibited the settling manufacturers from refusing to grant
            discounts to retailers solely because of their status as retailers
            and require that retailers be given the opportunity to demonstrate
            their ability to move market share and to negotiate and earn
            discounts similar to any discounts offered to managed care
            organizations. The terms of the settlement also provide that it
            shall not be deemed or construed to be an admission or evidence of
            any violation of any statute or law or of any liability or
            wrongdoing by the Company or of the truth of any of the claims or
            allegations alleged in the Consolidated Class Action. The Company
            has also settled several other cases brought by retailers that opted
            out of the Consolidated Class Action. The terms of the settlements,
            which are not material to the Company, provide that they shall not
            be deemed to be an admission of or evidence of any violation of any
            statute or law or of any liability or wrongdoing by the Company.

                                      I-17

            In January 1999, after a trial on the merits involving manufacturers
            and wholesalers that had not previously settled the Consolidated
            Class Action case, the federal district court granted a directed
            verdict to the defendants in that case. The U.S. Court of Appeals
            for the Seventh Circuit affirmed the directed verdict in favor of
            defendants on the conspiracy allegations, and remanded the case for
            further proceedings on one issue. After remand, the federal district
            court granted summary judgment to the defendant manufacturers on
            that issue.

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

            In addition to the federal actions, similar litigation on behalf of
            consumers or retail pharmacies has been brought in various state
            courts, including purported class actions in Alabama, Arizona,
            California, Colorado, District of Columbia, Florida, Kansas, Maine,
            Michigan, Minnesota, Mississippi, New Mexico, New York, North
            Carolina, North Dakota, South Dakota, Tennessee, Washington, West
            Virginia and Wisconsin. The Company and other defendants have
            settled the actions in Arizona, California, District of Columbia,
            Florida, Kansas, Maine, Michigan, Minnesota, New Mexico, New York,
            North Carolina, North Dakota, South Dakota, Tennessee, West Virginia
            and Wisconsin. The Company and other defendants have also settled a
            purported class action with similar allegations under state
            antitrust, unfair competition and unitary pricing laws in Wisconsin
            state court on behalf of retail pharmacies located in that state.
            The actions in Colorado and Washington were dismissed on pre-trial
            motions. In Alabama, the Supreme Court held that Alabama state
            antitrust law did not apply to primarily interstate agreements.
            Subsequently, the claims filed under Alabama antitrust law were
            dismissed.

            During 2000, the Company has also settled a case brought by
            Mississippi retailers (Montgomery Drug Company, et al. v. Upjohn
            Company, et al., No. 97-0103, Ch. Ct. Miss) that opted out of the
            Consolidated Class Action. The terms of the settlement are not
            material to the Company. The Company and other defendants have also
            entered settlement agreements in the consumer cases in New Mexico,
            North Dakota, South Dakota and West Virginia. These settlements are
            subject to court approval in each state. The Company's payments
            under these settlements amounted to approximately $420,000. The
            Company and other defendants have also entered a settlement in a
            case in California state court brought on behalf of certain
            retailers that opted out of the federal class action case. The
            amount of this settlement is not material to the Company. While the
            Company believes that it had no liability in these cases, the
            settlements were made to resolve expensive and burdensome complex
            litigation. The settlements state that they shall not be deemed to
            be an admission or any evidence of any wrongdoing by the Company or
            the truth of any of the claims alleged.

                                      I-18

            The cases currently remaining against the Company in the brand name
            prescription drugs litigation are the remaining individual cases in
            MDL 997, including a case brought by the Rite Aid Corporation and
            Revco D.S. Inc. and certain other cases brought by pharmacies that
            opted out of the class action settlement. Additionally, a new case
            (Paradise Drugs, Inc., et al. v. Abbott Labs., et al., CV 793852,
            Sup. Ct., Cty. of Santa Clara) was filed in state court in
            California by approximately 56 pharmacy plaintiffs that opted out of
            the federal class action case. The allegations in this case are
            similar to those in the other cases filed in this litigation.

            Additionally, the FTC has been investigating allegations of
            concerted action in the pricing of pharmaceutical products and, in
            February 1998, the Company provided information in response to a
            subpoena.

            In an action commenced in state court in Texas in January 1997 by
            Avatex Corporation (formerly FoxMeyer Health Corporation) against
            McKesson Corp., the Company's Wyeth-Ayerst Laboratories Division and
            eleven other manufacturers, which was removed to U.S. District Court
            of the Northern District of Texas (Civil Action No. 3:99-CV-0010-L)
            and referred to U.S. Bankruptcy Court in Dallas, Texas (Adv. No.
            397-3052, U.S.B.C., N.D. Tex.), Avatex alleged a conspiracy to drive
            Avatex's subsidiary into bankruptcy, ostensibly so that McKesson
            could then purchase the drug distribution operations of the
            subsidiary at a discounted price. In order to resolve complex and
            burdensome litigation, this case was settled in November 2000 for an
            amount that is not material to the Company and without any admission
            of liability.

            Plaintiffs in a purported class action commenced in 1997 in state
            court in Tennessee, Fox v. American Cyanamid Company (No. 19,996,
            Ch. Ct. Obion Cty., Tenn.) alleged violations of state antitrust and
            consumer protection laws by Cyanamid concerning pricing practices
            relating to marketing programs for crop protection products. The
            action purported to be on behalf of indirect purchasers of
            Cyanamid's crop protection products in the states of Tennessee,
            Alabama, California, Florida, Kansas, Maine, Michigan, Minnesota,
            Mississippi, New Mexico, North Carolina, North Dakota, South Dakota,
            West Virginia, Wisconsin and the District of Columbia. An agreement
            to settle the case for $5.2 million was initially approved by the
            court but was subsequently set aside. Plaintiffs have filed an
            amended complaint on behalf of a purported class of indirect
            purchasers in Tennessee and Kansas only. Cyanamid filed an
            interlocutory appeal of the decision setting aside the settlement.
            At the request of the parties, the appeals court has stayed
            consideration of the appeal. The Company subsequently entered into
            agreements to settle this case and the Lowell case (described below)
            for a total amount of $15 million. The settlements are subject to
            the approval of the courts in both cases.

                                      I-19

            A purported class action in federal court in Alabama, Lowell v.
            American Cyanamid Company (No. 97-581-BH-M, U.S.D.C., S.D. Ala.)
            alleges violations of federal antitrust laws involving pricing
            practices relating to marketing programs for crop protection
            products. This action was dismissed but the U.S. Court of Appeals
            for the 11th Circuit reversed the dismissal and plaintiffs then
            filed an amended complaint with similar allegations. The Company has
            entered into agreements to settle this case and the Fox case
            described above for a total amount of $15 million. The settlements
            are subject to the approval of the courts in both cases. The
            settlements in the Fox and Lowell cases were made to resolve
            expensive and burdensome complex litigation and are not an admission
            of wrongdoing by the Company or the truth of any of the claims
            alleged.

            The FTC is conducting an investigation of possible anticompetitive
            effects of the settlement of a patent litigation between Schering-
            Plough and ESI Lederle relating to ESI Lederle's generic version of
            Schering-Plough's long acting potassium chloride product. The
            Company has responded to a subpoena issued by the FTC.

            In 1999, the Brazilian Administrative Economic Defense Agency
            ("SDE") and other government bodies initiated investigations of
            Laboratories Wyeth-Whitehall Ltda. and other pharmaceutical
            companies concerning possible violation of Brazilian competition
            laws. SDE alleges that the companies 1) sought to establish uniform
            commercial policies regarding wholesalers and 2) 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
            antitrust and consumer protection laws by raising prices unlawfully.
            The Company has provided information to SDE and other government
            bodies.

            In 1999, an application from certain drug wholesalers alleging that
            the Company and certain other pharmaceutical companies violated
            South Africa's competition law by using a distributor jointly owned
            by the companies, resulted in an investigation by the Competition
            Commission in South Africa regarding this matter. The Company is
            cooperating with the Competition Commission and has responded to the
            Commission's request for information.

            As discussed in Item I, the Company is a party to, or otherwise
            involved in, legal proceedings under CERCLA and similar state laws
            directed at the cleanup of various sites including 59 Superfund
            sites, including the Cyanamid-owned Bound Brook, N.J. site. The
            Company's potential liability varies greatly from site to site. For
            some sites, the potential liability is de minimis and, for others,
            the final costs of cleanup have not yet been determined. As
            assessments and cleanups proceed, these liabilities are reviewed
            periodically and are adjusted as additional information becomes
            available. Environmental liabilities are inherently unpredictable.
            The liabilities can change substantially due to such factors as
            additional information on the nature or extent of contamination,
            methods of remediation required and other actions by governmental
            agencies or private parties. The 59 Superfund sites exclude sites
            for which Cytec assumed full liability and agreed to indemnify
            Cyanamid but include certain sites for which there is shared
            responsibility between Cyanamid and Cytec. The Company has no reason
            to believe that it has any practical exposure to any of the
            liabilities against which Cytec has agreed to assume and indemnify
            Cyanamid.

                                      I-20

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

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

            None.

                                      I-21


<PAGE>


EXECUTIVE OFFICERS OF THE REGISTRANT AS OF MARCH 16, 2001
---------------------------------------------------------

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

                                                                    Elected to
          Name           Age   Offices and Positions                  Office
          ----           ---   ---------------------                  ------

John R. Stafford         63    Chairman of the Board and Chief     December 1986
                                   Executive Officer
                                   Chairman of Executive,
                                   Finance, Operations and
                                   Retirement Committees
                                   (Chairman of the Board as of
                                   May 1, 2001)

  Business Experience:         1991 to date, Chairman of the
                                   Board and Chief Executive
                                   Officer (President from 1981
                                   to May 1990 and from February
                                   1994 to July 2000)

Robert Essner            53    President and Chief Operating       July 2000
                                   Officer
                                   Director, Member of Executive,
                                   Finance, Operations and
                                   Retirement Committees (Chief
                                   Executive Officer as of
                                   May 1, 2001)

  Business Experience:         To March 1997, President,
                                   Wyeth-Ayerst Laboratories,
                                   U.S. Pharmaceuticals Business
                               March 1997 to September 1997,
                                   President, Wyeth-Ayerst
                                   Global Pharmaceuticals
                               September 1997 to July 2000,
                                   Executive Vice President
                               July 2000 to date, President and
                                   Chief Operating Officer

Louis L. Hoynes, Jr.     65    Executive Vice President and        July 2000
                                   General Counsel
                                   Member of Finance,
                                   Operations and
                                   Retirement Committees

  Business Experience:         1991 to July 2000, Senior Vice
                                   President and General Counsel
                               July 2000 to date, Executive Vice
                                   President and General Counsel

                                      I-22

L. Patrick Gage, Ph.D.   58    Senior Vice President-              January 2001
                                   Science and Technology
                                   Member of Operations Committee

  Business Experience:         To January 1997, Chief Operating
                                   Officer, Genetics Institute
                               January 1997 to March 1998,
                                   President, Genetics Institute
                               March 1998 to January 2001,
                                   President, Wyeth-Ayerst
                                   Research
                               January 2001 to date, Senior Vice
                                   President, Science and
                                   Technology

Kenneth J. Martin        47    Senior Vice President and           February 2000
                                   Chief Financial Officer
                                   Member of Finance, Operations
                                   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 Pharmaceuticals
                               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 date, Senior Vice
                                   President and Chief Financial
                                   Officer

David M. Olivier         57    Senior Vice President               January 1996
                                   Member of Finance and
                                   Operations Committees

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

                                      I-23

Bernard J. Poussot       49    Senior Vice President               January 2001
                                   Member of Operations Committee

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

Paul J. Jones            55    Vice President and Comptroller      April 1995
                                   Member of Finance and
                                   Operations Committees

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

Rene R. Lewin            54    Vice President - Human Resources    May 1994
                                   Member of Finance and
                                   Retirement Committees

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

Thomas M. Nee            61    Vice President - Taxes              May 1986
                                   Member of Finance and
                                   Retirement Committees

  Business Experience:         1991 to date, Vice President -
                                   Taxes

                                      I-24




<PAGE>






                                     PART II
                                     -------

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

            The New York Stock Exchange is the principal market on which the
            Company's Common Stock is traded. Tables showing the high and low
            sales price for the Common Stock, as reported in the consolidated
            transaction reporting system, and the dividends paid per common
            share for each quarterly period during the past two years, as
            presented in Market Prices of Common Stock and Dividends on page 51
            of the Company's 2000 Annual Report to Stockholders, are
            incorporated herein by reference.

            There were 57,885 holders of record of the Company's Common Stock as
            of March 2, 2001.

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 30 and 31 of
            the Company's 2000 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 52 through 59 of the
            Company's 2000 Annual Report to Stockholders, is incorporated herein
            by reference.

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

            The Market Risk Disclosures as set forth in Management's Discussion
            and Analysis of Financial Condition and Results of Operations,
            appearing on pages 58 and 59 of the Company's 2000 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 32 through 49 of the Company's 2000
            Annual Report to Stockholders, the Report of Independent Public
            Accountants on page 50, and Quarterly Financial Data on page 51, are
            incorporated herein by reference.

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

            None.

                                      II-1



<PAGE>






                                    PART III
                                    --------

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
            --------------------------------------------------

(a)         Information relating to the Company's directors is incorporated
            herein by reference to pages 2 through 4 of a definitive proxy
            statement that will be filed with the Securities and Exchange
            Commission on or about March 19, 2001 ("the 2001 Proxy Statement").

(b)         Information relating to the Company's executive officers as of March
            16, 2001 is furnished in Part I hereof under a separate unnumbered
            caption ("Executive Officers of the Registrant as of March 16,
            2001").

(c)         Information relating to certain filing obligations of directors and
            executive officers of the Company under the federal securities laws
            set forth on page 5 of the 2001 Proxy Statement under the caption
            "Section 16(a) Beneficial Ownership Reporting Compliance" is
            incorporated herein by reference.

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

            Information relating to executive compensation is incorporated
            herein by reference to pages 8 through 15 (excluding the performance
            graph on page 13) of the 2001 Proxy Statement. Information with
            respect to compensation of directors is incorporated herein by
            reference to pages 4 and 5 of the 2001 Proxy Statement.

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

            Information relating to security ownership is incorporated herein by
            reference to pages 6 and 7 of the 2001 Proxy Statement.

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

            None.

                                     III-1













<PAGE>


                                     PART IV
                                     -------

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

  (a)1.     Financial Statements
            --------------------

            The following Consolidated Financial Statements, Notes to
            Consolidated Financial Statements and Report of Independent Public
            Accountants, included on pages 32 through 50 of the Company's 2000
            Annual Report to Stockholders, are incorporated herein by reference.

                                                                      Pages
                                                                      -----
            Consolidated Balance Sheets as of
            December 31, 2000 and 1999                                  32

            Consolidated Statements of Operations
            for the years ended December 31,
            2000, 1999 and 1998                                         33

            Consolidated Statements of Changes in
            Stockholders' Equity for the years ended
            December 31, 2000, 1999 and 1998                            34

            Consolidated Statements of Cash Flows
            for the years ended December 31, 2000,
            1999 and 1998                                               35

            Notes to Consolidated Financial Statements                36-49

            Report of Independent Public Accountants                    50

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

            The following consolidated financial information is included in Part
            IV of this report:
                                                                      Pages
                                                                      -----

            Report of Independent Public Accountants on
            Supplemental Schedule                                      IV-8

            Schedule II - Valuation and Qualifying Accounts
            for the years ended December 31, 2000,
            1999 and 1998                                              IV-9

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

                                      IV-1

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

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

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

     (3.2)    The Company's By-Laws are incorporated herein by reference to
              Exhibit 3.2 of the Company's Form 10-Q for the quarter ended
              September 30, 2000.

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

     (4.3)    Rights Agreement, dated as of October 13, 1999, by and between the
              Company and Mellon Investor Services LLC (formerly ChaseMellon
              Shareholder Services, L.L.C.), as Rights Agent, is incorporated
              herein by reference to Exhibit 4.1 of the Company's Form 8-A,
              dated October 14, 1999.

     (4.4)    Amendment to Rights Agreement, dated as of November 3, 1999,
              between the Company and Mellon Investor Services LLC (formerly
              ChaseMellon Shareholder Services L.L.C.), as Rights Agent, is
              incorporated by reference to Exhibit 4.3 of the Company's Form
              8-A/A dated November 18, 1999.

     (4.5)    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).

     (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)   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 (Confidential
              Treatment Requested - confidential portions have been omitted and
              filed separately with the Commission).

                                      IV-2

     (10.4)   B Credit Agreement, dated as of September 9, 1994, among the
              Company, American Home Food Products, Inc., Sherwood Medical
              Company, A.H. Robins Company, Incorporated, the several banks and
              other financial institutions from time to time parties thereto and
              The Chase Manhattan Bank (successor to Chemical Bank), as agent
              for the lenders thereunder, filed as Exhibit 11(b)(3) to Amendment
              No. 7 to the Schedule 14D-1, dated September 22, 1994 (File
              1-1225), is incorporated herein by reference.

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

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

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

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

     (10.9)   Credit Agreement, dated as of March 5, 2001 among the Company, the
              banks and other financial institutions from time to time parties
              and The Chase Manhattan, as administrative agent for the lenders
              thereto.

     (10.10)  Bridge Credit Agreement, dated as of March 5, 2001 among the
              Company, the banks and other financial institutions from time to
              time parties thereto and The Chase Manhattan Bank, as
              administrative agent for the lenders thereto.

                                      IV-3

     (10.11)* 1985 Stock Option Plan, as amended, is incorporated by reference
              to Exhibit 10.4 of the Company's Form 10-K for the year ended
              December 31, 1991 (File 1-1225).

     (10.12)* Amendment to the 1985 Stock Option Plan is incorporated by
              reference to Exhibit 10.9 of the Company's Form 10-K for the year
              ended December 31, 1995 (File 1-1225).

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

     (10.14)* 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).

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

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

     (10.17)* 1993 Stock Incentive Plan, as amended to date, is incorporated by
              reference to Appendix III of the Company's definitive Proxy
              Statement filed March 18, 1999.

     (10.18)* 1996 Stock Incentive Plan, as amended to date, is incorporated by
              reference to Appendix II of the Company's definitive Proxy
              Statement filed March 18, 1999.

     (10.19)* 1999 Stock Incentive Plan is incorporated by reference to Appendix
              I of the Company's definitive Proxy Statement filed March 18,
              1999.

     (10.20)* Form of Stock Option Agreement (phased vesting) is incorporated by
              reference to Exhibit 10.17 of the Company's Form 10-K for the year
              ended December 31, 1999.

     (10.21)* Form of Special Stock Option Agreement (phased vesting) is
              incorporated by reference to Exhibit 10.27 of the Company's Form
              10-K for the year ended December 31, 1995 (File 1-1225).

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

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

     (10.24)* Form of Stock Option Agreement (transferable options) is
              incorporated by reference to Exhibit 10.21 of the Company's Form
              10-K for the year ended December 31, 1999.

                                      IV-4

     (10.25)* Form of Restricted Stock Performance Award Agreement under the
              1996 Stock Incentive Plan and 1999 Stock Incentive Plan
              (Subsequent Award).

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

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

     (10.28)* 1994 Restricted Stock Plan for Non-Employee Directors, as amended
              to date, is incorporated by reference to Exhibit 10.27 of the
              Company's Form 10-K for the year ended December 31, 1998.

     (10.29)* Stock Option Plan for Non-Employee Directors is incorporated by
              reference to Exhibit 10.28 of the Company's Form 10-K for the year
              ended December 31, 1998.

     (10.30)* 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 Form 10-K for the year ended December 31,
              1999.

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

     (10.32)* Retirement Plan for Outside Directors, as amended on January 27,
              1994, is incorporated by reference to Exhibit 10.12 of the
              Company's Form 10-K for the year ended December 31, 1993 (File
              1-2225).

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

     (10.34)* Deferred Compensation Plan as amended to date.

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

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

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

                                      IV-5

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

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

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

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

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

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

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

     (13)     2000 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 Public Accountants relating to their report
              dated January 25, 2001, consenting to the incorporation thereof in
              Registration Statements on Form S-3 (File Nos. 33-45324 and
              33-57339) and on Form S-8 (File Nos. 2-96127, 33-24068, 33-41434,
              33-53733, 33-55449, 33-45970, 33-14458, 33-50149, 33-55456,
              333-15509 and 333-76939) by reference to the Form 10-K of the
              Company filed for the year ended December 31, 2000.

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

                                      IV-6

     (99.1)   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 Form 10-Q for the quarter ended
              September 30, 2000.

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

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

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

              None.

                                      IV-7
<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                    ----------------------------------------

To American Home Products Corporation:


      We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements included in American Home Products
Corporation's Annual Report to Stockholders incorporated by reference in this
Form 10-K, and have issued our report thereon dated January 25, 2001. Our audit
was made for the purpose of forming an opinion on those statements taken as a
whole. The schedule listed in the accompanying index is the responsibility of
the Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. The schedule has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion,
fairly states in all material respects the financial data required to be set
forth therein in relation to the basic financial statements taken as a whole.

                               ARTHUR ANDERSEN LLP

New York, New York
January 25, 2001

                                      IV-8


<PAGE>




<TABLE>
                           American Home Products Corporation and Subsidiaries
                             Schedule II - Valuation and Qualifying Accounts
                           For the Years Ended December 31, 2000, 1999 and 1998
                                          (Dollars in thousands)

<CAPTION>
                Column A                Column B       Column C       Column C        Column D        Column E
                                                           1              2

                                         Balance                                                      Balance
                                           at         Additions-                                         at
                                        Beginning     Charged to     Adjustments     Deductions         End
                                        of Period       Expense          (A)            (B)           of Period
                                       ------------ -------------- --------------  -------------- ----------------
<S>                                    <C>          <C>            <C>             <C>            <C>
Description

Year ended 12/31/00:
Allowance for doubtful accounts        $    113,640 $       30,187 $           94  $       29,918 $        114,003
Allowance for cash discounts                 28,119        204,032         (1,787)        200,217           30,147
                                       ------------ -------------- --------------  -------------- ----------------
Total accounts receivable allowances   $    141,759 $      234,219 $       (1,693) $      230,135 $        144,150
                                       ============ ============== ==============  ============== ================

Allowance for deferred tax assets      $    151,409 $           74 $     (100,330) $        -     $         51,153
                                       ============ ============== ==============  ============== ================

Year ended 12/31/99(C):
Allowance for doubtful accounts        $    123,650 $       32,779 $        -      $       42,789 $        113,640
Allowance for cash discounts                 27,927        204,533          -             204,341           28,119
                                       ------------ -------------- -------------- --------------- ----------------
Total accounts receivable allowances   $    151,577 $      237,312 $        -      $      247,130 $        141,759
                                       ============ ============== ==============  ============== ================

Allowance for deferred tax assets      $    237,174 $       13,005 $        -      $       98,770 $        151,409
                                       ============ ============== ==============  ============== ================

Year ended 12/31/98(C):
Allowance for doubtful accounts        $    122,266 $       53,717 $        -      $       52,333 $        123,650
Allowance for cash discounts                 28,480        184,933          -             185,486           27,927
                                       ------------ -------------- --------------  -------------- ----------------
Total accounts receivable allowances   $    150,746 $      238,650 $        -      $      237,819 $        151,577
                                       ============ ============== ==============  ============== ================

Allowance for deferred tax assets      $    286,612 $       10,245 $        -      $       59,683 $        237,174
                                       ============ ============== ==============  ============== ================

(A) Represents an increase to the beginning balance as a result of the
    consolidation of pharmaceutical operations in India and Japan, effective
    January 1, 2000, which were previously accounted for on an equity basis.
    Also, the beginning balance relating to Immunex, which was deconsolidated
    effective January 1, 2000, was excluded.

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

(C) As a result of the sale of the Cyanamid Agricultural Products business on
    June 30, 2000, amounts for the years 1998 and 1999 were restated, to
    reflect this business as a discontinued operation.

</TABLE>
                                      IV-9



<PAGE>
                                   SIGNATURES
                                   ----------

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

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

March 16, 2001                         By /S/     Kenneth J. Martin
                                          -------------------------
                                                  Kenneth J. Martin
                                                  Senior 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/  John R. Stafford               Chairman                      March 16, 2001
--------------------------------    and Chief Executive Officer
     John R. Stafford

Principal Operating Officer:

/S/  Robert Essner                  President                     March 16, 2001
--------------------------------    and Chief Operating Officer
     Robert Essner

Principal Financial Officer:

/S/  Kenneth J. Martin              Senior Vice President         March 16, 2001
--------------------------------    and Chief Financial Officer
     Kenneth J. Martin

Principal Accounting Officer:

/S/  Paul J. Jones                  Vice President and            March 16, 2001
--------------------------------    Comptroller
     Paul J. Jones

Directors:

/S/  Clifford L. Alexander, Jr.     Director                      March 16, 2001
--------------------------------
     Clifford L. Alexander, Jr.

/S/  Frank A. Bennack, Jr.          Director                      March 16, 2001
--------------------------------
     Frank A. Bennack, Jr.

                                     IV-10

/S/  Richard L. Carrion             Director                      March 16, 2001
--------------------------------
     Richard L. Carrion

/S/  John D. Feerick                Director                      March 16, 2001
--------------------------------
     John D. Feerick

/S/  John P. Mascotte               Director                      March 16, 2001
--------------------------------
     John P. Mascotte

/S/  Mary Lake Polan, M.D., Ph.D.   Director                      March 16, 2001
--------------------------------
     Mary Lake Polan, M.D., Ph.D.

/S/  Ivan G. Seidenberg             Director                      March 16, 2001
--------------------------------
     Ivan G. Seidenberg

/S/  Walter V. Shipley              Director                      March 16, 2001
--------------------------------
     Walter V. Shipley

/S/  John R. Torell III             Director                      March 16, 2001
--------------------------------
     John R. Torell III

                                     IV-11

<PAGE>


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

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

     (10.3)   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 (Confidential
              Treatment Requested - confidential portions have been omitted and
              filed separately with the Commission).

     (10.9)   Credit Agreement, dated as of March 5, 2001 among the Company, the
              banks and other financial institutions from time to time parties
              thereto and The Chase Manhattan Bank, as administrative agent for
              the lenders thereto.

     (10.10)  Bridge Credit Agreement, dated as of March 5, 2001 among the
              Company, the banks and other financial institutions from time to
              time parties thereto and The Chase Manhattan Bank, as
              administrative agent for the lenders thereto.

     (10.25)* Form of Restricted Stock Performance Award Agreement under the
              1996 Stock Incentive Plan and 1999 Stock Incentive Plan
              (Subsequent Award).

     (10.34)* Deferred Compensation Plan as amended.

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

     (13)     2000 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 Public Accountants relating to their report
              dated January 25, 2001, consenting to the incorporation thereof in
              Registration Statements on Form S-3 (File Nos. 33-45324 and
              33-57339) and on Form S-8 (File Nos. 2-96127, 33-24068, 33-41434,
              33-53733, 33-55449, 33-45970, 33-14458, 33-50149, 33-55456,
              333-15509 and 333-76939) by reference to the Form 10-K of the
              Company filed for the year ended December 31, 2000.

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

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