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

                                    FORM 10-K
(Mark One)

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

                  For the fiscal year ended December 31, 2004

                                       OR

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

                        For the transition period from     to


                          Commission file number 1-1225

                                      Wyeth
                                      -----
             (Exact name of registrant as specified in its charter)

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

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


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


Securities registered pursuant to
Section 12(b) of the Act:

                                                    Name of each exchange on
            Title of each class                         which registered
-----------------------------------------       --------------------------------
$2 Convertible Preferred Stock, $2.50               New York Stock Exchange
par value
-----------------------------------------       --------------------------------

Common Stock, $0.33 - 1/3 par value                 New York Stock Exchange
-----------------------------------------       --------------------------------



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

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (ss. 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.  [  ]

<PAGE>

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

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


Aggregate market value at June 30, 2004              $48,227,194,281

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

                                                     Outstanding at
                                                     March 1, 2005
                                                     -------------

Common Stock, $0.33 - 1/3 par value                  1,336,053,758

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)  2004 Annual Report to Stockholders - In Parts I, II and IV
---------------------------------------------------------------
(2)  Proxy Statement to be filed on or about March 16, 2005 - In Part III
-------------------------------------------------------------------------

<PAGE>

                                     PART I
                                     ------

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

           General
           -------

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

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

           In October 2000, the Company had an approximately 55% ownership in
           Immunex Corporation ("Immunex"), subsequently acquired by Amgen
           Inc. ("Amgen").  In November 2000, through a public equity
           offering, the Company sold 60.5 million shares of Immunex common
           stock with proceeds to the Company of approximately $2.405 billion
           resulting in a pre-tax gain on the sale of $2.061 billion.  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.  In July 2002, Amgen completed its
           acquisition of Immunex.  Under the terms of the acquisition
           agreement, the Company received 98,286,358 shares of Amgen common
           stock and $1.005 billion in cash in exchange for all of its shares
           of Immunex common stock.  The Company began selling its Amgen
           shares in the 2002 fourth quarter and completed the sale of all
           such shares as of January 21, 2003 for aggregate net proceeds of
           $4.831 billion.  The Company and Amgen continue to co-promote
           ENBREL in the United States and Canada with the Company having
           exclusive rights to ENBREL outside of North America.

           Additional information relating to the Immunex/Amgen common stock
           transactions is set forth in Note 2 of the Notes to Consolidated
           Financial Statements in the Company's 2004 Annual Report to
           Stockholders and is incorporated herein by reference.  The
           following are also described in Note 2:

             o   The 2004, 2003 and 2002 net gains on sales of assets;
             o   The co-development and co-commercialization agreement
                 entered into between the Company and Solvay Pharmaceuticals
                 to co-develop and co-commercialize four neuroscience
                 compounds;
             o   The equity purchase agreement between the Company and Takeda
                 Chemical Industrial Co., Ltd. (Takeda), whereby the Company
                 will buy out the 40%

                                      I-1
<PAGE>

                 minority interest of the Company's affiliate in Japan
                 presently held by Takeda; and
             o   The 2002 first quarter sale of the Company's Rhode Island
                 facility to Immunex (subsequently acquired by Amgen).

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

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

           Financial information, by reportable segment, for each of the three
           years ended December 31, 2004 is set forth in Note 15 of the Notes
           to Consolidated Financial Statements in the Company's 2004 Annual
           Report to Stockholders and is incorporated herein by reference.

           The Company has four reportable segments: Pharmaceuticals, Consumer
           Healthcare, Animal Health and Corporate.  The Company's
           Pharmaceuticals, Consumer Healthcare and Animal Health reportable
           segments are strategic business units that offer different products
           and services.  Beginning in the 2003 fourth quarter, the Company
           changed its reporting structure to include the Animal Health
           business as a separate reportable segment.  The Animal Health
           business was previously reported within the Pharmaceuticals
           segment.  Prior period information presented in Note 15 of the
           Notes to Consolidated Financial Statements in the Company's 2004
           Annual Report to Stockholders was restated to be on a comparable
           basis.  The reportable segments are managed separately because they
           manufacture, distribute and sell distinct products and provide
           services, which require differing technologies and marketing
           strategies.  The Company sells its diversified line of products to
           wholesalers, pharmacies, hospitals, physicians, retailers and other
           health care institutions located in various markets in more than
           145 countries throughout the world.  Wholesale distributors and
           large retail establishments account for a large portion of the
           Company's net revenue and trade receivables, especially in the
           United States.  The Company's top three customers accounted for
           25%, 23% and 25% of the Company's net revenue in 2004, 2003 and
           2002, respectively.  The Company's largest customer accounted for
           10% of net revenue in 2004, 2003 and 2002.  The Company
           continuously monitors the creditworthiness of its customers and has
           established internal policies regarding customer credit limits.
           The product designations appearing in differentiated type herein
           are trademarks.

                                      I-2
<PAGE>

           PHARMACEUTICALS SEGMENT

           The Pharmaceuticals segment manufactures, distributes, and sells
           branded human ethical pharmaceuticals, biologicals, vaccines and
           nutritionals.  These products are promoted and sold worldwide
           primarily to wholesalers, pharmacies, hospitals, physicians,
           retailers, and other human health care institutions.  Some of these
           sales are made to large buying groups representing certain of these
           customers.  Principal product categories and their respective
           products are: neuroscience therapies including EFFEXOR (marketed as
           EFEXOR internationally) and EFFEXOR XR; cardiovascular products
           including ALTACE (co-marketed with King Pharmaceuticals, Inc.) and
           INDERAL; nutritionals including S-26, 2ND AGE PROMIL and 3RD AGE
           PROGRESS (international markets only); gastroenterology drugs
           including ZOTON (international markets only) and PROTONIX (U.S.
           market only); anti-infectives including ZOSYN (marketed as TAZOCIN
           internationally); vaccines including PREVNAR (marketed as PREVENAR
           internationally); oncology therapies; musculoskeletal therapies
           including ENBREL; hemophilia treatments including BENEFIX
           Coagulation Factor IX (Recombinant) and REFACTO albumin-free
           formulated Factor VIII (Recombinant); immunological products
           including RAPAMUNE; and women's health care products including
           PREMARIN, PREMPRO, PREMPHASE, and ALESSE (marketed as LOETTE
           internationally).  The Company manufactures these products in the
           United States and Puerto Rico, and in 15 foreign countries.

           Accounting for more than 10% of net revenue in 2004, 2003 and 2002
           were sales of neuroscience therapies of $3.546 billion, $2.923
           billion and $2.290 billion, respectively.  Neuroscience therapies
           include 2004, 2003 and 2002 sales related to the EFFEXOR family of
           products of $3.347 billion, $2.712 billion and $2.072 billion,
           respectively.  In addition, sales of gastroenterology drugs of
           $2.038 billion and $1.857 billion, which include sales of $1.591
           billion and $1.493 billion related to PROTONIX also exceeded 10% of
           net revenue in 2004 and 2003, respectively.  Sales of women's
           health care products totaling $1.865 billion and $2.456 billion
           accounted for more than 10% of net revenue in 2003 and 2002,
           respectively, which include sales of the PREMARIN family of
           products of $1.275 billion and $1.880 billion, respectively.
           Except as noted above, no other single pharmaceutical product or
           category of products accounted for more than 10% of net revenue in
           2004, 2003 or 2002.

           CONSUMER HEALTHCARE SEGMENT

           The Consumer Healthcare segment manufactures, distributes and sells
           over-the-counter health care products.  Principal Consumer
           Healthcare product categories and their respective products are:
           analgesics including ADVIL; cough/cold/allergy remedies including
           ROBITUSSIN, DIMETAPP and ALAVERT; nutritional supplements including
           CENTRUM products, CALTRATE and SOLGAR products; and hemorrhoidal,
           asthma and personal care items including CHAPSTICK.  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
           in nine foreign countries.

                                      I-3
<PAGE>

           No single Consumer Healthcare product or category of products
           accounted for more than 10% of net revenue in 2004, 2003 or 2002.

           ANIMAL HEALTH SEGMENT

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

           No single Animal Health product or category of products accounted
           for more than 10% of net revenue in 2004, 2003 or 2002.

           CORPORATE SEGMENT

           Corporate is responsible for the treasury, tax and legal operations
           of the Company's businesses and maintains and/or incurs certain
           assets, liabilities, income, expenses, gains and losses related to
           the overall management of the Company which are not allocated to
           the other reportable segments.  These items include interest
           expense and interest income, gains on the sales of investments and
           other corporate assets, gains relating to Immunex/Amgen common
           stock transactions, certain litigation provisions, including the
           REDUX and PONDIMIN litigation charges, special charges and other
           miscellaneous items.  See Note 15 of the Notes to Consolidated
           Financial Statements in the Company's 2004 Annual Report to
           Stockholders for Corporate segment information, as well as
           additional disclosure relating to certain significant items listed
           above.

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

           Generally, raw materials and packaging supplies are purchased in
           the open market from various outside vendors.  The loss of any one
           source of supply would not have a material adverse effect on the
           Company's future results of operations.  However, certain raw
           materials for BENEFIX, REFACTO, RAPAMUNE, ZOTON, ZOSYN and oral
           contraceptives are sourced from sole third-party suppliers.

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

           Patent protection is, in the aggregate, considered to be of
           material importance in the Company's marketing of pharmaceutical
           products in the United States and in most major foreign markets.
           Patents may cover products, formulations, processes for, or
           intermediates useful in the manufacture of products or the uses of
           products.  The Company owns, has applied for, or is licensed under,
           a large number of patents, both in the United States and other
           countries.  Protection for individual products extends for varying
           periods in accordance with the date of grant and the legal life of
           patents in countries in which patents are granted.  The protection
           afforded, which may also vary from country to country, depends upon
           the type of patent, its scope of coverage, and the availability of
           legal remedies in the country.  There is no assurance that the
           patents the

                                      I-4
<PAGE>

           Company is seeking will be granted or that the patents the Company
           has been granted would be found valid if challenged. Moreover,
           patents relating to particular products, uses, formulations, or
           processes do not preclude other manufacturers from employing
           alternative processes or from marketing alternative products or
           formulations that might successfully compete with the Company's
           patented products.

           Patent portfolios developed for products introduced by the Company
           normally provide market exclusivity.  The Company considers patent
           protection for certain products, processes, and uses to be
           important to its operations.  For many of its products, in addition
           to compound patent protection, the Company holds other patents on
           manufacturing processes, formulations, or uses that may extend
           exclusivity beyond the expiration of the compound patent.  Patents
           are in effect for the following major products in the United
           States.  The anti-infective ZOSYN has patent protection until at
           least 2007.  ENBREL has patent protection until at least 2014.  The
           anti-depressants EFFEXOR and EFFEXOR XR have patent protection
           until at least 2008.  (Below is a discussion of a lawsuit filed by
           the Company against Teva Pharmaceuticals USA, Inc. ("Teva") in
           connection with Teva's filing of an Abbreviated New Drug
           Application ("ANDA") relating to EFFEXOR XR.)  PREMPRO, a
           combination estrogen and progestin product, has patent protection
           until at least 2015.  BENEFIX Coagulation Factor IX (Recombinant),
           a blood-clotting factor for hemophilia B, has patent protection
           until at least 2011.  REFACTO, a recombinant factor VIII product
           without human serum albumin, has patent protection until at least
           2010.  PREVNAR, the Company's 7-valent pneumococcal conjugate
           vaccine has patent protection until at least 2007.  PROTONIX, the
           Company's product for the treatment and maintenance of healing of
           erosive esophagitis, has patent protection until at least 2010.
           (Below is a discussion of a lawsuit filed by the Company and Altana
           Pharma AG ("Altana") against Teva in connection with the filing of
           an ANDA relating to PROTONIX.)  RAPAMUNE, an immunological product,
           has patent protection until at least 2009 and patent term
           extension, if granted, would extend protection until 2013.  BMP-2,
           a protein therapy that induces bone growth, has patent protection
           until at least 2014.  CYDECTIN, the Company's Animal Health
           parasite control product, has patent protection until at least 2007
           and an application for patent extension has been filed which could
           extend exclusivity until 2012.  ZOTON, a gastroenterology product,
           which is sold by the Company exclusively outside the United States,
           has patent protection in its principal markets until at least
           December 2005.

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

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

                                      I-5
<PAGE>

           ingredient of the product and the requirements of new drug provisions
           of the Federal Food, Drug and Cosmetic Act or similar laws and
           regulations in other countries.

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

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

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

           The Company has filed a suit against Teva alleging that the filing
           of an ANDA by Teva seeking FDA approval to market 37.5 mg, 75 mg
           and 150 mg venlafaxine HCl extended-release capsules infringes
           certain of the Company's patents.  Venlafaxine HCl is the active
           ingredient used in EFFEXOR XR.  This matter is more fully described
           in Item 3. Legal Proceedings, which discussion is incorporated
           herein by reference.

                                      I-6
<PAGE>

           Aventis Pharma Deutschland ("Aventis") and King Pharmaceuticals,
           Inc. ("King") have filed suit against Cobalt Pharmaceuticals
           ("Cobalt").  The complaint alleges that the filing of an ANDA by
           Cobalt seeking FDA approval to market generic 1.25 mg, 2.5 mg, 5
           mg, and 10 mg ramipril capsules infringes an Aventis patent
           expiring October 2008.  The Company co-promotes ALTACE (ramipril)
           together with King.  This matter is more fully described in Item 3.
           Legal Proceedings, which discussion is incorporated herein by
           reference.

           The Company and Altana have filed a suit against Teva alleging that
           the filing of an ANDA seeking FDA approval to market generic
           pantoprazole tablets infringes a patent owned by Altana, the
           Company's licensing partner.  Pantoprazole is the active ingredient
           used in PROTONIX.  This matter is more fully discussed in Item 3,
           Legal Proceedings, which discussion is incorporated herein by
           reference.

           The Company expects that its Pharmaceuticals royalty income will
           decrease due primarily to the ending of royalty payments in certain
           countries at the end of 2005, relating to patents held by the
           Company and licensed to a third party for its marketed products.
           Royalty income recognized by the Company in all markets related to
           this royalty agreement approximated $139.0 million and $132.0
           million in 2004 and 2003, respectively.

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

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

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

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

           PHARMACEUTICALS SEGMENT

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

           The Company's competitive position is affected by many factors
           including prices; costs and resources available to develop, enhance
           and promote products; customer acceptance; product quality and
           efficacy; patent protection; development of alternative therapies
           by

                                      I-7
<PAGE>

           competitors; scientific and technological advances; the
           availability of generic substitutes; and governmental actions
           affecting drug importation, pricing and generic substitutes.  In
           the United States, the growth of managed care organizations, such
           as health maintenance organizations and pharmaceutical benefit
           management companies, has resulted in increased competitive
           pressures.  Moreover, the continued growth of generic substitutes
           is further promoted by legislation, regulation and various
           incentives enacted and promulgated in both the public and private
           sectors.

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

                                      I-8
<PAGE>

           Company cannot predict the timing or outcome of any other efforts to
           seek FDA approval for generic versions of PREMARIN.

           Two of the Company's largest products, EFFEXOR XR and PROTONIX, are
           the subject of pending patent litigation involving potential
           generic competition.  In the case of EFFEXOR XR, the Company has
           patent protection in the United States until at least June 2008,
           when the patent covering the active ingredient in EFFEXOR,
           venlafaxine, will expire.  The pending litigation involves the
           infringement by a potential generic competitor of the Company's
           patents relating to extended-release venlafaxine that expire in
           2017.  In the event that the Company is not successful in this
           action, EFFEXOR XR may face generic competition as early as June
           2008.  In the case of PROTONIX, the Company and its partner,
           Altana, have patent protection until at least July 2010, when the
           patent covering the active ingredient in PROTONIX, pantoprazole,
           will expire.  That patent is being asserted against a potential
           generic competitor.  In the event the Company is not successful in
           this action, PROTONIX may face generic competition prior to July
           2010.  Although the Company believes that its patents are valid,
           there can be no assurance as to the outcome of these matters, which
           could materially affect future results of operations.  These
           matters (together with a discussion of the ANDA filing being
           submitted by generic competitors related to ALTACE) are more fully
           described in Item 3. Legal Proceedings, which discussion is
           incorporated herein by reference.

           Eli Lilly has received approval in the United States and in the
           European Union for its new antidepressant, Cymbalta, which, like
           EFFEXOR XR, inhibits the uptake of serotonin and norepinephrine in
           the brain.  In addition, growth in overall usage of antidepressants
           in the United States appears to be slowing for a variety of
           reasons.

           The FDA has recommended new class labeling for antidepressants that
           will, among other things, more prominently highlight the already
           labeled risk of suicide in children and adolescents in a "black
           box" warning.  The Company already has implemented the labeling
           change for EFFEXOR.  The FDA also has requested that data regarding
           suicidality from clinical trials in adults be re-examined using the
           same approach developed for evaluating the pediatric data.  The
           Company will respond to the FDA's request.

           In addition, the regulatory authority in the United Kingdom
           recently has completed a review of the safety and efficacy of the
           selective serotonin reuptake inhibitor class of antidepressants as
           well as EFFEXOR.  New class labeling for antidepressants as well as
           restrictions on the use of EFFEXOR in the United Kingdom have been
           implemented.  The Company is appealing this decision.  The Company
           expects further regulatory scrutiny of the drugs in this
           therapeutic area, including EFFEXOR.

           The Company cannot predict the level of impact these issues may
           have on future global usage of EFFEXOR.

           The proton pump inhibitor category is highly competitive.  PROTONIX
           is subject to discounting demands by managed care and state
           organizations and price competition from generic omeprazole and
           other branded proton pump inhibitor products.  This pricing
           pressure may have an effect on future net sales.

                                      I-9
<PAGE>

           Market demand for ENBREL continued its strong growth in 2004.
           North American net revenue increased by over 50% compared with
           2003, while sales outside North America more than doubled.  During
           this strong growth in demand, worldwide manufacture for ENBREL
           improved, delivering unconstrained supply for the first full year.
           Improvements in the existing Rhode Island and Boehringer Ingelheim
           facilities' performance, combined with the FDA approval of a second
           Boehringer Ingelheim facility in June 2004 and the October 2004 FDA
           approval of a Genentech, Inc. facility, were key contributors to
           the enhanced manufacturing capacity in 2004.  While continued
           process improvements and the inclusion of Genentech material will
           once again contribute to the supply of ENBREL in 2005, market
           demand has continued to grow, and additional manufacturing supply
           is expected to be required.

           The anticipated approval of two new manufacturing facilities in
           2005 will help to ensure uninterrupted supply and support the
           continued growth of ENBREL.  Wyeth's application for approval of
           its Grange Castle, Ireland, facility was filed with the European
           Medicines Agency in January 2005.  Additionally, Amgen anticipates
           approval of a second facility in Rhode Island in 2005.

           As is typical for new biological manufacturing facilities,
           manufacturing throughput from these new facilities is not expected
           to be at optimal levels during at least the initial year of
           production.  The per unit costs of ENBREL produced during at least
           the first year of production at these facilities will be
           substantially higher than current per unit costs, which is likely
           to reduce the Company's alliance revenue and margins.  The timing
           and magnitude of this revenue and margin effect will depend on a
           number of factors, some of which are outside the Company's
           control.  These factors include the timing of approval of these new
           facilities and the timing of sale of the resulting inventory.

           As a result of delays in product availability of PREVNAR due to a
           late 2003 shutdown of the filling lines at the Company's Pearl
           River, New York, facility as well as other manufacturing and
           testing issues, product availability was constrained in all markets
           through the first half of 2004.  During the first quarter of 2004,
           the Centers for Disease Control and Prevention ("CDC") issued
           interim recommendations to defer administration of the third and
           fourth doses for healthy children.  Due to increased product
           availability, the CDC revised these recommendations in early July
           2004 and again in September 2004 to recommend that health care
           providers return to the four-dose schedule for healthy children and
           initiate efforts to vaccinate those children who had the doses
           deferred.  In March of 2004, the European Agency for the Evaluation
           of Medicinal Products issued interim dosing recommendations to
           reduce usage.  In September 2004, these recommendations were
           revised to reinstate pre-shortage recommendations.  Capacity was
           enhanced overall in 2004 due to internal improvements and the FDA
           approval of a third-party filling facility in the second quarter of
           2004.  The Company exceeded its 2004 production goal of 20 - 23
           million doses.

           Management continually reviews the Company's supply chain structure
           with respect to utilization of production capacities as well as
           manufacturing efficiencies.  Changes in product demand periodically
           create capacity imbalances within the manufacturing network.  When
           such imbalances result in overcapacity, which management considers
           to

                                      I-10
<PAGE>

           be other than temporary, the network is restructured to gain
           optimal efficiency and to reduce production costs.  As a result,
           additional restructuring charges may occur in future periods.

           The Company is in discussion with various regulatory authorities
           regarding manufacturing process issues at certain of the Company's
           European manufacturing sites.  The Company is working with the
           authorities to resolve these issues but cannot predict the outcome
           of those discussions and what impact, if any, these issues will
           have on supply of the Company's products manufactured at these
           facilities.  However, based on information currently available, the
           Company believes the impact, if any, on its consolidated statements
           of operations will not be material.

           CONSUMER HEALTHCARE SEGMENT

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

           ANIMAL HEALTH SEGMENT

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

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

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

           Worldwide research and development activities are focused on
           discovering, developing and bringing to market new products to
           treat and/or prevent some of the most serious health care
           problems.  During 2004, several major collaborative research and
           development arrangements were initiated or continued with other
           pharmaceutical and biotechnology companies including an agreement
           entered into between the Company and Solvay Pharmaceuticals to
           co-develop and co-commercialize four neuroscience compounds, most
           notably, bifeprunox.  Research and development expenditures totaled
           approximately $2.461 billion in 2004, $2.094 billion in 2003 and
           $2.080 billion in 2002 with approximately 94%, 93% and 93% of these
           expenditures in the Pharmaceuticals segment in 2004, 2003 and 2002,
           respectively.

                                      I-11
<PAGE>

           During 2004, Pharmaceuticals entered 12 new compounds into
           development for the fourth year in a row.  The Company also entered
           two new molecular entities and one life cycle management program
           into Phase 3, the final stage of drug development.

           At December 31, 2004, the Company's significant new product
           opportunities included two New Drug Applications and nine biologics
           license applications filed with the FDA for review, and 73 active
           Investigational New Drug Applications.  Additionally, the Company
           has filed six Supplemental Drug Applications seeking approval for
           new uses of existing products.

           Late in 2004, the Company submitted a global registration filing
           for TYGACIL, an innovative broad-spectrum antibiotic for serious,
           hospital-based infections.  Early in 2005, this application was
           given priority review status by the FDA, which could lead to its
           approval and market introduction later in 2005.

           During 2004, ENBREL received approval in the United States and in
           Europe for the treatment of psoriasis.  Also, in the United States
           ENBREL received approval for a new, 50 mg pre-filled syringe dosage
           form.  In January 2005, ENBREL received market clearance in Japan
           for the treatment of rheumatoid arthritis.

           Regulation
           ----------

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

                                      I-12
<PAGE>

           devotes significant resources to dealing with the extensive federal,
           state and local regulatory requirements applicable to its products in
           the United States and internationally.

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

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

           The Company's Wyeth Pharmaceuticals division, a related subsidiary,
           and certain employees (including an executive officer of the
           Company) are subject to a consent decree entered into with the FDA
           in October 2000 following the seizure in June 2000 from the
           Company's distribution centers in Tennessee and Puerto Rico of a
           small quantity of certain of the Company's products then
           manufactured at the Company's Marietta, Pennsylvania facility.  The
           seizures were based on FDA allegations that products were not
           manufactured in accordance with current Good Manufacturing
           Practices.  The consent decree, which has been approved by the U.S.
           District Court for the Eastern District of Tennessee, does not
           represent an admission by the Company or the employees of any
           violation of the Federal Food, Drug and Cosmetic Act or its
           regulations.  The consent decree allows the continued manufacture
           of all of the products that the Company intends to manufacture at
           its Marietta, Pennsylvania, facility, as well as the Company's
           Pearl River, New York, facility, subject to review by independent
           consultants of manufacturing records prior to distribution of
           individual lots.  In addition, as provided in the consent decree,
           an expert consultant has conducted a comprehensive inspection of
           the Marietta and Pearl River facilities and the Company has
           identified various actions to address the consultant's
           observations.  The Company is in an ongoing process of completing
           these actions and obtaining verification of the Company's actions
           by the expert consultant.  The verification process is subject to
           review by the FDA.  As of the end of 2004, the Company had ceased
           manufacturing operations at the Marietta facility and is in the
           process of decommissioning the facility.

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

                                      I-13
<PAGE>

           Environmental
           -------------

           Certain of the Company's operations are affected by a variety of
           federal, state and local environmental protection laws and
           regulations and the Company has, in a number of instances, been
           notified of its potential responsibility relating to the
           generation, storage, treatment and disposal of hazardous waste.  In
           addition, the Company has been advised that it may be a responsible
           party in several sites on the National Priority List created by the
           Comprehensive Environmental Response, Compensation and Liability
           Act ("CERCLA"), commonly known as Superfund (See Item 3. Legal
           Proceedings).  In connection with the spin-off in 1993 by American
           Cyanamid Company (now known as Wyeth Holdings Corporation)
           ("Cyanamid") of Cytec Industries Inc. ("Cytec"), Cyanamid's former
           chemicals business, Cytec assumed the environmental liabilities
           relating to the chemicals businesses, except for the former
           chemical business site at Bound Brook, New Jersey, and certain
           sites for which there is shared responsibility between Cyanamid and
           Cytec.  This assumption is not binding on third parties, and if
           Cytec were unable to satisfy these liabilities, they would, in the
           absence of other circumstances, be enforceable against Cyanamid.
           The Company has no reason to believe that it has any practical
           exposure to any of the liabilities against which Cytec has agreed
           to assume and indemnify Cyanamid.  Cyanamid was acquired by the
           Company in 1994.

           Additional information on environmental matters is set forth in
           Note 7 of the Notes to Consolidated Financial Statements in the
           Company's 2004 Annual Report to Stockholders and is incorporated
           herein by reference.

           Employees
           ---------

           At December 31, 2004, the Company had 51,401 employees worldwide,
           with 27,617 employed in the United States including Puerto Rico.
           Approximately 14% of the Company's worldwide employees are
           represented by various collective bargaining groups.  Relations
           with most organized labor groups remain relatively stable.

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

           Financial information about U.S. and international operations for
           each of the three years ended December 31, 2004 is set forth in
           Note 15 of the Notes to Consolidated Financial Statements in the
           Company's 2004 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 2004
           amounted to 43% 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

                                      I-14
<PAGE>

           Financial Condition and Results of Operations in the Company's 2004
           Annual Report to Stockholders and is incorporated herein by
           reference.

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

           The annual report on Form 10-K and all other Company periodic
           reports (including quarterly reports on Form 10-Q, current reports
           on Form 8-K and all amendments thereto) are available promptly
           after filing with the Securities and Exchange Commission ("SEC") on
           the Company's Internet website at www.wyeth.com.  Copies are also
           available, without charge, by contacting Wyeth Investor Relations
           at (877) 552-4744.

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

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

           The properties listed below are the principal manufacturing plants
           (M) and research laboratories (R) of the Company as of December 31,
           2004, listed in alphabetical order by state or country.  All of
           these properties are owned except certain facilities in Guayama,
           Puerto Rico, which are under lease.  The Company also owns or
           leases a number of other smaller properties worldwide, which are
           used for manufacturing, research, warehousing and office space.

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

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

                International:                 Reportable Segment
                --------------                 ------------------
                St. Laurent, Canada (M, R)     (P)     (C)
                Suzhou, China, (M)             (P)     (C)
                Havant, England (M, R)         (P)     (C)

                                      I-15
<PAGE>

                International:                 Reportable Segment
                --------------                 ------------------
                Askeaton, Ireland (M, R)       (P)
                Grange Castle, Ireland (M)*    (P)
                Newbridge, Ireland (M)         (P)
                Catania, Italy (M, R)          (P)            (A)
                Aprilia, Italy (M)             (P)     (C)
                Shiki, Japan (M, R)            (P)
                Vallejo, Mexico (M)            (P)     (C)
                Cabuyao, Philippines (M)       (P)
                Tuas, Singapore (M)            (P)
                Gerona, Spain  (M, R)                         (A)
                Hsin-Chu Hsien, Taiwan  (M)    (P)     (C)    (A)

           *   Wyeth's application for approval of this facility was filed with
               the European Medicines Agency in January 2005.

           The Company is working to support larger scale manufacturing in
           Sanford, North Carolina, Guayama, Puerto Rico and Newbridge,
           Ireland.

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

                                      I-16
<PAGE>

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

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

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

           On October 7, 1999, the Company announced a nationwide class action
           settlement (the "settlement") to resolve litigation brought against
           the Company regarding the use of the diet drugs REDUX or PONDIMIN.
           The settlement covered all claims arising out of the use of REDUX
           or PONDIMIN, except for PPH claims, and was open to all REDUX or
           PONDIMIN users in the United States.  As originally designed, the
           settlement was comprised of two settlement funds.  Fund A (with a
           value at the time of settlement of $1 billion plus $200.0 million
           for legal fees) was created to cover refunds, medical screening
           costs, additional medical services and cash payments, education and
           research costs, and administration costs.  Fund A has been fully
           funded by contributions by the Company.  Fund B (which was to be
           funded by the Company on an as-needed basis up to a total of $2.55
           billion) would compensate claimants with significant heart valve
           disease.  Any funds remaining in Fund A after all Fund A
           obligations were met were to be added to Fund B to be available to
           pay Fund B injury claims.  In December 2002, following a joint
           motion by the Company and plaintiffs' counsel, the Court approved
           an amendment to the settlement agreement which provided for the
           merger of Funds A and B into a combined Settlement Fund which now
           will cover all expenses and injury claims in connection with the
           settlement.  The merger of the two funds took place in January
           2003.  Payments in connection with the nationwide settlement were
           $822.7 million in 2002.  There were no payments made in 2003.
           Payments in connection with the nationwide settlement were $26.4
           million in 2004.  Payments may continue, if necessary, until 2018.

           On January 18, 2002, as collateral for the Company's financial
           obligations under the settlement, the Company established a
           security fund in the amount of $370.0 million.  In April 2002,
           pursuant to an agreement among the Company, class counsel and
           representatives of the settlement trust (the "Trust"), an
           additional $45.0 million (later reduced to $35.0 million) was added
           to the security fund.  In February 2003, as required by an
           amendment to the settlement agreement, an additional $535.2 million
           was added by the Company to the security fund, bringing the total
           amount in the security fund to $940.2 million, which is primarily
           included in Other assets including deferred taxes, at December 31,
           2004.  The amounts in the security fund are owned by the Company
           and will earn interest income for the Company while residing in the
           security fund.  The Company will be required to deposit an
           additional $180.0 million in the security fund if

                                      I-17
<PAGE>

           the Company's credit rating, as reported by both Moody's and S&P,
           falls below investment grade.

           The Company recorded litigation charges of $4.5 billion in 2004, $2
           billion in 2003 and $1.4 billion in 2002.  Total pre-tax charges
           recorded to date amount to $21.1 billion.

           Payments to the nationwide class action settlement funds,
           individual settlement payments, legal fees and other items were
           $850.2 million, $434.2 million and $1.307 billion for 2004, 2003
           and 2002, respectively.

           As noted above, in 2004 the Company increased its reserves in
           connection with the REDUX and PONDIMIN diet drug matters by $4.5
           billion, bringing the total of the charges taken to date to $21.1
           billion.  The $7.166 billion reserve at December 31, 2004
           represents management's best estimate, within a range of outcomes,
           of the aggregate amount required to cover diet drug litigation
           costs, including payments in connection with the nationwide
           settlement (as it would be amended by the proposed Seventh
           Amendment, discussed below), initial opt outs, PPH claims,
           downstream opt out cases and the Company's legal fees related to
           the diet drug litigation.  The latest charge takes into account
           the Company's decision to proceed with the proposed Seventh
           Amendment, its settlement discussions with plaintiffs' attorneys
           representing a number of individuals who have opted out of the
           nationwide settlement, its experiences with the downstream opt out
           cases that have been litigated or settled to date and its
           projected expenses in connection with the diet drug litigation.
           However, due to the need for Court approval of the proposed
           Seventh Amendment, the preliminary status of the Company's
           settlement discussions with attorneys representing certain
           downstream opt out plaintiffs, the uncertainty of the Company's
           ability to consummate settlements with the downstream opt out
           plaintiffs, the number and amount of any future verdicts that may
           be returned in downstream opt out and PPH litigation, and the
           inherent uncertainty surrounding any litigation, it is possible
           that additional reserves may be required in the future and the
           amount of such additional reserves may be significant.

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

                                      I-18
<PAGE>

           Recent Developments
           -------------------

           The Proposed Seventh Amendment to the Nationwide Settlement

           On August 26, 2004, U.S. District Judge Harvey Bartle III, the
           federal judge overseeing the settlement, granted a motion for
           preliminary approval of the proposed Seventh Amendment to the
           settlement.  If approved by the District Court and upheld on any
           appeals that might be taken, the proposed Seventh Amendment would
           include the following key terms:

             o   The amendment would create a new Supplemental Fund, to be
                 administered by a Fund Administrator who will be appointed
                 by the District Court and who will process most pending
                 Level I and Level II matrix claims (as defined below);

             o   After District Court approval, the Company would make
                 initial payments of up to $50.0 million to facilitate the
                 establishment of the Supplemental Fund and to begin
                 reviewing claims. Following approval by the District Court
                 and any Appellate Courts, the Company would make an initial
                 payment of $400.0 million to enable the Supplemental Fund to
                 begin paying claims. The timing of additional payments would
                 be dictated by the rate of review and payment of claims by
                 the Fund Administrator. The Company would ultimately deposit
                 a total of $1.275 billion, net of certain credits, into the
                 Supplemental Fund;

             o   All participating matrix Level I and Level II claimants who
                 qualify under the Seventh Amendment, who pass the Settlement
                 Fund's medical review and who otherwise satisfy the
                 requirements of the settlement ("Category One" class
                 members) would receive a pro rata share of the $1.275
                 billion Supplemental Fund, after deduction of certain
                 expenses and other amounts from the Supplemental Fund. The
                 pro rata amount would vary depending upon the number of
                 claimants who pass medical review, the nature of their
                 claims, their age and other factors. A participating
                 Category One class member who does not qualify for a payment
                 after such medical review would be paid $2,000 from the
                 Supplemental Fund;

             o   Participating class members who might in the future have
                 been eligible to file Level I and Level II matrix claims
                 ("Category Two" class members) would be eligible to receive
                 a $2,000 payment from the Trust; such payments would be
                 funded by the Company apart from its other funding
                 obligations under the nationwide settlement;

             o   If the participants in the Seventh Amendment have heart
                 valve surgery or other more serious medical conditions on
                 Levels III through V of the nationwide settlement matrix by
                 the earlier of 15 years from the date of their last diet
                 drug ingestion or by December 31, 2011, they would remain
                 eligible to submit claims to the existing Trust and be paid
                 the current matrix amounts if they qualify for such payments
                 under terms modified by the Seventh Amendment. In the event
                 the existing Trust is unable to pay those claims, the
                 Company would guarantee payment; and

                                      I-19
<PAGE>

             o   All class members who participate in the Seventh Amendment
                 would give up any further opt out rights as well as the
                 right to challenge the terms of and the binding effect of
                 the nationwide settlement. Approval of the Seventh Amendment
                 also would preclude any lawsuits by the Trust or the Company
                 to recover any amounts previously paid to class members by
                 the Trust, as well as terminate the Claims Integrity Program
                 (discussed below) as to all claimants who do not opt out of
                 the Seventh Amendment.

           Pursuant to the terms of the proposed Seventh Amendment, the
           Company retained the right to withdraw from the Seventh Amendment
           if participation by class members was inadequate or for any other
           reason.  Less than 5% of the class members who would be affected by
           the proposed Seventh Amendment (approximately 1,900 of the Category
           One class members and approximately 5,100 of the Category Two class
           members) elected to opt out of the Seventh Amendment and remain
           bound by the current settlement terms.  On January 10, 2005, the
           Company announced that it would not exercise its right to withdraw
           from the proposed Seventh Amendment.  The terms of the Seventh
           Amendment were thereupon reviewed by the District Court at a
           fairness hearing, which took place on January 18-19, 2005.  The
           parties now are awaiting a decision by the District Court on
           approval of the proposed Seventh Amendment.  There can be no
           assurance that the amendment will be approved by the Court and
           upheld on appeal.

           Challenges to the Nationwide Settlement

           Counsel representing approximately 8,600 class members have filed
           a motion with the District Court seeking a ruling that the
           nationwide settlement agreement is void. The motion asserts that
           there was inadequate representation of the class when the
           settlement agreement was negotiated, that the parties and their
           experts made mutual mistakes in projecting the amount of money
           that would be needed to pay all valid claims, that the original
           notice to the class was inadequate and that the Court had lacked
           subject matter jurisdiction over some of the class members'
           claims. The motion seeks an opportunity for all class members to
           decide a second time whether or not to be included in the class
           and therefore bound by the settlement agreement. The District
           Court has stayed briefing and consideration of the motion until
           after its decision on approval of the proposed Seventh Amendment,
           which as discussed above would preclude such claims on behalf of
           class members who participate. Counsel for the plaintiff class
           supported the stay but have stated that if the Seventh
           Amendment is not approved by the District Court, they intend to
           seek similar relief from the preclusive effect of the settlement
           agreement for uncompensated matrix claimants.

           Certain class members also have filed a number of other motions and
           lawsuits attacking both the binding effect of the settlement and
           the administration of the Trust, some of which have been decided
           against class members and currently are on appeal.  The Company
           cannot predict the outcome of any of these motions or lawsuits.

           Downstream Opt Out Cases

           During 2004, the claims of approximately 200 class members who
           had taken advantage of the Intermediate and Back-End opt out
           rights created in the nationwide settlement reached the trial
           stage. Many of these cases were settled, dismissed or adjourned
           to a later date. The claims of approximately 34 of these
           plaintiffs went to verdict. Twelve of

                                      I-20
<PAGE>

           those verdicts were defense verdicts in favor of the Company. The
           remaining verdicts were returned in favor of the plaintiffs, with
           awards ranging from a low of less than $1,000 to a high of $1.25
           million. All of the plaintiffs' verdicts in excess of $250,000
           (and certain of the verdicts below that level) are being
           challenged by the Company on post-trial motions or appeal. On
           February 23, 2005, the Court hearing one such post-trial motion
           entered judgment in favor of the Company, dismissing a case in
           which a jury had returned a $780,000 verdict in favor of the
           plaintiff. Additional Intermediate and Back-End opt out trials
           are scheduled throughout 2005 and 2006.

           On January 18, 2005, the Company and counsel representing certain
           downstream opt out plaintiffs filed a motion with the District
           Court advising the Court that those parties had developed a
           proposed process by which large numbers of the downstream opt out
           cases might be negotiated and settled.  On February 28, 2005, the
           Company disclosed that lawyers representing a substantial number of
           downstream opt out plaintiffs had agreed to participate in the
           process and that the Company would move forward with settlement
           discussions with those attorneys.  However, the Company cannot
           predict the number of cases that might be settled as a result of
           such a process.

           PPH Cases
           On April 27, 2004, a jury in Beaumont, Texas, hearing the case of
           Coffey, et al. v. Wyeth, et al., No. E-167,334, 172nd Judicial
           District Court, Jefferson Cty., TX, returned a verdict in favor of
           the plaintiffs for $113.4 million in compensatory damages and
           $900.0 million in punitive damages for the wrongful death of the
           plaintiffs' decedent, allegedly as a result of PPH caused by her
           use of PONDIMIN.  On May 17, 2004, the Trial Court entered judgment
           on behalf of the plaintiffs for the full amount of the jury's
           verdict, as well as $4.2 million in pre-judgment interest and
           $188,737 in guardian ad litem fees.  On July 26, 2004, the Trial
           Court denied in their entirety the Company's motions for a new
           trial or for judgment notwithstanding the verdict, including the
           Company's request for application of Texas' statutory cap on
           punitive damage awards.  The Company has filed an appeal from the
           judgment entered by the Trial Court and believes that it has strong
           arguments for reversal or reduction of the awards on appeal due to
           the significant number of legal errors made during trial and in the
           charge to the jury and due to a lack of evidence to support aspects
           of the verdict.  In connection with its appeal, the Company was
           required by Texas law to post a bond in the amount of $25.0
           million.  The appeal process is expected to take one to two years
           at a minimum.

           As of December 31, 2004, the Company was a defendant in
           approximately 350 lawsuits in which the plaintiff alleges a claim
           of PPH, alone or with other alleged injuries. Almost all of these
           claimants must meet the definition of PPH set forth in the
           national settlement agreement in order to pursue their claims
           outside of the national settlement (payment of such claims, by
           settlement or judgment, would be made by the Company and not by
           the Trust). Approximately 130 of these cases appear to be
           eligible to pursue a PPH lawsuit under the terms of the national
           settlement. In approximately 20 of the 350 cases, the Company
           expects the PPH claims to be voluntarily dismissed by the
           claimants (although they may continue to pursue other claims). In
           approximately 100 of these cases, the Company has filed or
           expects to file motions under the terms of the national
           settlement to preclude plaintiffs from proceeding with their PPH
           claims. For the balance of these cases, the Company currently has
           insufficient medical information to assess whether or

                                      I-21
<PAGE>

           not the claimants meet the definition of PPH under the national
           settlement. The Company continues to work toward resolving the
           claims of individuals who allege that they have developed PPH as
           a result of their use of the diet drugs and intends to vigorously
           defend those PPH cases that cannot be resolved prior to trial.

           Background to Recent Developments
           ---------------------------------

           The number of individuals who have filed claims within the
           nationwide settlement that allege significant heart valve disease
           (known as "matrix" claims) has been higher than had been
           anticipated.  The proposed Seventh Amendment to the nationwide
           settlement was negotiated in 2004 by the Company, counsel for the
           plaintiff class in the nationwide settlement and counsel for a
           number of individual class members.  It is designed to create a new
           claims processing structure, funding arrangement and payment
           schedule for most of the Level I and Level II matrix claims, the
           most numerous, but least serious, claims in the nationwide
           settlement.  Should the proposed Seventh Amendment not be approved
           by the District Court and upheld in the event of any appeal from a
           District Court approval, the pending matrix claims would be
           processed under the terms of the existing settlement agreement and
           under the procedures that have been adopted by the Settlement Trust
           and the District Court, all as described below.

           Nationwide Settlement Matrix Claim Data
           The settlement agreement grants the Company access to claims data
           maintained by the Trust.  Based on its review of that data, the
           Company understands that, as of December 29, 2004, the Trust had
           recorded approximately 120,910 matrix claim forms.  Approximately
           33,200 of these forms were so deficient, incomplete or duplicative
           of other forms filed by the same claimant that, in the Company's
           view, it is unlikely that a significant number of these forms will
           result in further claims processing.

           The Company's understanding of the status of the remaining
           approximately 87,710 forms, based on its analysis of data received
           from the Trust through December 29, 2004, is as follows.
           Approximately 24,220 of the matrix claims had been processed to
           completion, with those claims either paid (approximately 3,720
           payments, totaling $1.360 billion, had been made to approximately
           3,560 claimants), denied or in show cause proceedings
           (approximately 18,880) or withdrawn.  Approximately 2,290 claims
           were in some stage of the 100% audit process ordered in late 2002
           by the Federal Court overseeing the national settlement.  An
           additional approximately 18,120 claims alleged conditions that, if
           true, would entitle the claimant to receive a matrix award; these
           claims had not yet entered the audit process.  Another
           approximately 24,000 claims with similar allegations have been
           purportedly substantiated by physicians or filed by law firms whose
           claims are now subject to the outcome of the Trust's Claims
           Integrity Program, discussed below.  Approximately 18,980 claim
           forms did not contain sufficient information even to assert a
           matrix claim, although some of those claim forms could be made
           complete by the submission of additional information and could
           therefore become eligible to proceed to audit in the future.  The
           remaining approximately 100 claims were in the data entry process
           and could not be assessed.

           In addition to the approximately 120,910 matrix claims filed as of
           December 29, 2004, additional class members may file matrix claims
           if they develop a matrix condition by

                                      I-22
<PAGE>

           2015, have registered with the Trust by May 3, 2003, and have
           demonstrated FDA+ regurgitation (i.e., mild or greater aortic
           regurgitation, or moderate or greater mitral regurgitation) or
           mild mitral regurgitation on an echocardiogram conducted after
           diet drug use and obtained either outside of the Trust by January
           3, 2003 or within the Trust's screening program. A claimant who
           has demonstrated a matrix condition by 2015 may progress to
           advanced levels of the matrix beyond 2015.

           The Company's understanding, based on data received from the Trust
           through December 29, 2004, is that audits had produced preliminary
           or final results on 4,531 of the claims that had begun the 100%
           audit process since its inception.  Of these, 1,640 were found to
           be payable at the amount claimed, and 161 were found to be payable
           at a lower amount than had been claimed.  The remaining claims were
           found ineligible for a matrix payment, although the claimants may
           appeal that determination to the Federal Court overseeing the
           settlement.  Because of numerous issues concerning the audit
           process raised in motions and related proceedings now pending
           before the Federal Court, the Company cannot predict the ultimate
           outcome of the audit process.

           Both the volume and types of claims seeking matrix benefits
           received by the Trust to date differ materially from the
           epidemiological projections on which the Court's approval of the
           settlement agreement was predicated.  Based upon data received from
           the Trust, over 95% of the 42,120 matrix claimants who allege
           conditions that, if true, would entitle them to an award seek an
           award under Level II of the five-level settlement matrix.  (Level
           II covers claims for moderate or severe mitral or aortic valve
           regurgitation with complicating factors; depending upon the
           claimant's age at the time of diagnosis, and assuming no factors
           are present that would place the claim on one of the settlement's
           reduced payment matrices, awards under Level II range from $199,872
           to $669,497 on the settlement agreement's current payment matrix.)

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

           Pursuant to the Claims Integrity Program, the Trust has required
           additional information concerning matrix claims purportedly
           substantiated by 18 identified physicians or filed by two law
           firms in order to determine whether to permit those claims to
           proceed to audit. Based upon data obtained from the Trust, the
           Company believes that approximately 24,000 matrix claims were
           purportedly substantiated by the 18 physicians and/or filed by
           the two law firms covered by the Claims Integrity Program as of
           December 29, 2004. It is the Company's understanding that
           additional claims substantiated by additional physicians or filed
           by additional law firms might be subjected to the same
           requirements of the Claims Integrity Program in the future. As an
           initial step in the integrity review process, each of the
           identified physicians has been asked to complete a comprehensive

                                      I-23
<PAGE>

           questionnaire regarding each claim and the method by which the
           physician reached the conclusion that it was valid. The ultimate
           disposition of any or all claims that are subject to the Claims
           Integrity Program is at this time uncertain. Counsel for certain
           claimants affected by the program have challenged the Trust's
           authority to implement the Claims Integrity Program and to
           require completion of the questionnaire before determining
           whether to permit those claims to proceed to audit. While that
           motion was denied by the Court, additional challenges to the
           Claims Integrity Program and to the Trust's matrix claim
           processing have been filed.

           In late 2003, the Trust adopted a program to prioritize the
           handling of those matrix claims that it believed were least likely
           to be illegitimate.  Under the program, claims under Levels III, IV
           and V were to be processed and audited on an expedited basis.
           (Level III covers claims for heart valve disease requiring surgery
           to repair or replace the valve or conditions of equal severity.
           Levels IV and V cover complications from, or more serious
           conditions than, heart valve surgery.)  The program also
           prioritized the processing and auditing of, inter alia, Level I
           claims, all claims filed by a claimant without counsel (i.e., on a
           pro se basis) and Level II claims substantiated by physicians who
           have attested to fewer than 20 matrix claims.

           On April 15, 2004, the Trust announced that it would indefinitely
           suspend the payment and processing of claims for Level I and Level
           II matrix benefits.  The Trust stated that it would continue to
           initiate audits with respect to Levels III, IV and V matrix claims
           and would continue to act on the results of audits of Levels III,
           IV and V claims.  It also announced that "[d]ue to concerns about
           the manner in which echocardiograms have been taken, recorded and
           presented, the Trust is reviewing all echocardiograms and related
           materials prior to payment of claims on which they are based and,
           where possible, prior to initiation of a medical audit.  This will
           result in a temporary delay in initiating audits and in payments
           following audit.  Where the review of the echocardiogram reveals
           substantial evidence of an intentional, material misrepresentation
           that calls into question the validity of a claim, the Trust will
           not pay the claim."

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

           The Trust has filed a number of motions directed at the conduct
           of the companies that performed the echocardiograms on which many
           matrix claims are based. In a pair of motions related to the
           activities of a company known as EchoMotion, the Trust has asked
           the Court to stay payment of claims already audited and found
           payable in whole or in part if the echocardiogram was performed
           by EchoMotion and to disqualify all

                                      I-24
<PAGE>

           echocardiograms by EchoMotion that have been used to support
           matrix claims that have not yet been audited. In addition, the
           Trust has filed a motion seeking discovery of 14 specific
           companies whose echocardiograms support a large number of claims
           to determine whether their practices violate the settlement. The
           Trust also has moved to stay and/or disqualify claims brought by
           claimants represented by certain law firms or attested to by
           certain physicians. The Company has joined in certain of these
           motions and has filed its own motions addressing the abuse of the
           matrix claims process and seeking an emergency stay of claim
           processing. All of these motions, as well as the Trust lawsuits
           referenced above, also have been stayed pending the resolution of
           the outstanding issues involving the proposed Seventh Amendment.
           As indicated above, approval of the Seventh Amendment would
           result in the withdrawal of these motions as to all class members
           participating in the Seventh Amendment.

           The order entered by the District Court on August 26, 2004 that
           preliminarily approved the proposed Seventh Amendment also stayed
           certain matrix claim processing and certain aspects of the Claims
           Integrity Program, as specified in that order.  The order stayed
           the processing of all claims for matrix Level I and Level II
           benefits (except such claims that have been the subject of a Trust
           determination after audit as of a specified date) until the end of
           the opt out/objection period and thereafter for all claimants who
           participate in the Seventh Amendment.  In addition, the order
           stayed the Claims Integrity Program as to all class members who are
           eligible to participate in the Seventh Amendment until the end of
           the opt out/objection period and thereafter for all such claimants
           who participate in the Seventh Amendment.  This stay of the Claims
           Integrity Program does not prohibit the Trust from investigating
           whether there have been any material misrepresentations of fact in
           connection with claims for Levels III through V matrix benefits, as
           described in the order.  The order further stays the motions
           described in the previous paragraph and the two lawsuits against
           physicians brought by the Trust that are described above, as well
           as any future legal actions similar to those two lawsuits, as
           defined in the Seventh Amendment.  All of these stays will be
           discontinued if the Seventh Amendment is not approved by the Court
           and upheld on any appeal that may be filed.

           Certain Level I and Level II claims that had been found to have a
           reasonable medical basis following a Trust audit that was conducted
           prior to May 6, 2004 will continue to be processed as set forth in
           a District Court order also dated August 26, 2004.  The Claims
           Integrity Program is stayed as to these claims, except that the
           Trust will have the right to investigate whether there has been
           intentional manipulation of the claim, as defined in that order.

           In addition to the specific matters discussed herein, the District
           Court overseeing the national settlement has issued rulings
           concerning the processing of matrix claims that are being
           challenged on appeal.  The U.S. Court of Appeals for the Third
           Circuit has postponed deciding those appeals pending decision on
           whether the proposed Seventh Amendment would be approved, and the
           appealing plaintiffs have agreed to dismiss those appeals in the
           event of such approval.  The Company cannot predict the outcome of
           any of these motions or lawsuits.

           The Company continues to monitor the progress of the Trust's audit
           process and its Claims Integrity Program.  Even if substantial
           progress is made by the Trust, through its

                                      I-25
<PAGE>

           Claims Integrity Program or other means, in reducing the number of
           illegitimate matrix claims, a significant number of the claims which
           proceed to audit might be interpreted as satisfying the matrix
           eligibility criteria, notwithstanding the possibility that the
           claimants may not in fact have serious heart valve disease. If the
           proposed Seventh Amendment is not approved by the District Court and
           upheld on any appeal that may be filed, matrix claims found eligible
           for payment after audit may cause total payments to exceed the $3.750
           billion cap of the Settlement Fund.

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

           Should the Settlement Fund be exhausted, most of the matrix
           claimants who filed their matrix claim on or before May 3, 2003 and
           who pass the audit process at a time when there are insufficient
           funds to pay their claim may pursue an additional opt out right
           created by the Sixth Amendment to the settlement agreement unless
           the Company first elects, in its sole discretion, to pay the matrix
           benefit after audit.  Sixth Amendment opt out claimants may then
           sue the Company in the tort system, subject to the settlement's
           limitations on such claims.  In addition to the limitations on all
           Intermediate and Back-End opt outs (such as the prohibition on
           seeking punitive damages and the requirement that the claimant sue
           only on the valve condition that gave rise to the claim), a Sixth
           Amendment opt out may not sue any defendant other than the Company
           and may not join his or her claim with the claim of any other opt
           out.  The Company cannot predict the ultimate number of individuals
           who might be in a position to elect a Sixth Amendment opt out or
           who may, in fact, elect to do so, but that number could be
           substantial.  Several class members affected by the terms of the
           Sixth Amendment opposed the approval of the amendment on the
           grounds that, should the Settlement Fund be exhausted, they should
           be entitled to pursue tort claims, including a claim for punitive
           damages, without the limitations imposed by the Sixth Amendment.
           The District Court overruled those objections and approved the
           amendment.  The District Court's order approving the Sixth
           Amendment has been affirmed by the U.S. Court of Appeals for the
           Third Circuit.

                                      I-26
<PAGE>

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

           The Company's current understanding is that approximately 76,000
           Intermediate opt out forms were submitted by May 3, 2003, the
           applicable deadline for most class members (other than qualified
           class members receiving echocardiograms through the Trust after
           January 3, 2003, who may exercise Intermediate opt out rights
           within 120 days after the date of their echocardiogram).  The
           number of Back-End opt out forms received as of December 31, 2004
           is estimated to be approximately 20,000, although certain
           additional class members may elect to exercise Back-End opt out
           rights in the future (under the same procedure as described above)
           even if the Settlement Fund is not exhausted.  After eliminating
           forms that are duplicative of other filings, forms that are filed
           on behalf of individuals who already have either received payments
           from the Trust or settlements from the Company, and forms that are
           otherwise invalid on their face, it appears that approximately
           75,000 individuals had filed Intermediate or Back-End opt out forms
           as of December 31, 2004.

           Purported Intermediate or Back-End opt outs (as well as Sixth
           Amendment opt outs) who meet the settlement's medical eligibility
           requirements may pursue lawsuits against the Company but must prove
           all elements of their claims - including liability, causation and
           damages - without relying on verdicts, judgments or factual
           findings made in other lawsuits.  They also may not seek or recover
           punitive, exemplary or multiple damages and may sue only for the
           valvular condition giving rise to their opt out right.  To
           effectuate these provisions of the settlement, the District Court
           overseeing the settlement had issued orders in several cases
           limiting the evidence that could be used by plaintiffs in such
           cases.  Those orders, however, were challenged on appeal and were
           in large part reversed (certain portions of the District Court
           orders were upheld) by a panel of the U.S. Court of Appeals for the
           Third Circuit in May 2004.  The Company's petition to the Third
           Circuit for a rehearing or rehearing en banc was subsequently
           denied, as was the Company's petition to the U.S. Supreme Court for
           a writ of certiorari.  The District Court subsequently issued
           revised injunctions requiring some of the plaintiffs subject to the
           earlier injunctions to litigate causation and damages in a separate
           initial trial, with a subsequent trial on liability.  The Court has
           declined to impose such a requirement on a class-wide basis, at
           least at this time.  The plaintiffs affected by those revised
           injunctions filed an appeal with the U.S. Court of Appeals for the
           Third Circuit, which upheld the District Court's order (while
           modifying the language of the injunction in certain respects).

           As of December 31, 2004, approximately 62,000 individuals who had
           filed Intermediate or Back-End opt out forms had pending lawsuits
           against the Company. The claims of approximately 48% of the
           plaintiffs in the Intermediate and Back-End opt out cases

                                      I-27
<PAGE>

           served on the Company are pending in Federal Court, with
           approximately 39% pending in State Courts. The claims of
           approximately 13% of the Intermediate and Back-End opt out
           plaintiffs have been removed from State Courts to Federal Court
           but are still subject to a possible remand to State Court. In
           addition, a large number of plaintiffs have asked the U.S. Court
           of Appeals for the Third Circuit to review and reverse orders
           entered by the Federal Court overseeing the settlement which had
           denied the plaintiffs' motions to remand their cases to State
           Court. The Third Circuit has not determined whether or not it
           will hear that challenge.

           The Company expects to vigorously challenge all Intermediate and
           Back-End opt out claims of questionable validity or medical
           eligibility, and a number of cases already have been dismissed on
           eligibility grounds.  However, the total number of filed lawsuits
           that meet the settlement's opt out criteria will not be known for
           some time.  As a result, the Company cannot predict the ultimate
           number of purported Intermediate or Back-End opt outs that will
           satisfy the settlement's opt out requirements, but that number
           could be substantial.  As to those opt outs who are found eligible
           to pursue a lawsuit, the Company also intends to vigorously defend
           these cases on their merits.  As of December 31, 2004,
           approximately 2,500 Intermediate or Back-End opt out plaintiffs
           have had their lawsuits dismissed for procedural or medical
           deficiencies or for various other reasons.

           The Company has resolved the claims of all but a small percentage
           of the "initial" opt outs (i.e., those individuals who exercised
           their right to opt out of the settlement class) and continues to
           work toward resolving the rest.  The Company intends to vigorously
           defend those initial opt out cases that cannot be resolved prior to
           trial.

           The Company is a party to various lawsuits involving alleged
           injuries as a result of the use of the NORPLANT SYSTEM, the
           Company's implantable contraceptive containing levonorgestrel.  In
           March 2003, the Louisiana Court of Appeals for the Fourth Circuit
           affirmed a lower court's certification of a statewide class of
           Louisiana NORPLANT users and the Louisiana Supreme Court refused to
           hear a further appeal.  Davis v. American Home Products
           Corporation, No. CDC 94-11684, Orleans Parish.  The matter was
           returned to the trial court level for further proceedings, but
           there has been no further activity in the matter since that time.
           The Company continues to believe that it has compelling arguments
           against class certification, which has been denied in all other
           federal and state cases.  The Company continues to defend several
           pending cases consisting of pro se plaintiffs alleging disparate
           injuries, including complications stemming from the removal of
           NORPLANT capsules, miscarriage and stroke.  These matters are
           subject to being dismissed for want of prosecution and the Company
           is moving to do so when appropriate.

           In July 2002, the hormone therapy ("HT") subset of the Women's
           Health Initiative ("WHI") study, involving women who received a
           combination of conjugated estrogens and medroxyprogesterone acetate
           (PREMPRO), was stopped early (after the patients were followed in
           the study for an average of 5.2 years) because, according to the
           predefined stopping rule, certain increased risks exceeded the
           specified long-term benefits.  Additional analyses of data from the
           HT subset of the WHI study were released during 2003, and further
           analyses of WHI data may be released in the future.

                                      I-28
<PAGE>

           In early March 2004, the National Institutes of Health ("NIH")
           announced preliminary findings from the estrogen-only arm of the
           WHI study and that it had decided to stop the study because they
           believed that the results would not likely change during the period
           until completion of the study in 2005 and the increased risk of
           stroke seen in the treatment arm could not be justified by what
           could be learned in an additional year of treatment.  NIH concluded
           that estrogen alone does not appear to affect (either increase or
           decrease) coronary heart disease and did not increase the risk of
           breast cancer.  In addition, NIH found an association with a
           decrease in the risk of hip fracture.  This increased risk of
           stroke was similar to the increase seen in the HT subset of the WHI
           study.  NIH also stated that analysis of preliminary data from the
           separate Women's Health Initiative Memory Study ("WHIMS") showed an
           increased risk of probable dementia and/or mild cognitive
           impairment in women age 65 and older when data from both the
           PREMARIN and PREMPRO arm were pooled.  The study also reported a
           trend towards increased risk of possible dementia in women treated
           with PREMARIN alone.  WHIMS data published in The Journal of
           American Medical Association (JAMA) in June 2004 and in a separate
           report published in JAMA at the same time indicated that HT did not
           improve cognitive impairment and may adversely affect it in some
           women.  The Company is working with the FDA to update the labeling
           for its HT products to include the latest data.

           The Company is currently defending eight state putative court
           medical monitoring class action lawsuits relating to PREMPRO:
           Albertson, et al.  v. Wyeth, No. 002944, Ct. Comm. Pleas, Phil.
           Cty., PA; Balita, et al v. Wyeth, No. ATL-L-2138-04, Sup. Ct.,
           Atlantic Cty., NJ; Gottlieb, et al. v. Wyeth, No. 02-18165CA 27,
           Cir. Ct., 11th Jud. Cir., Dade Cty., FL; Katzman, et al. v. Wyeth,
           No. L-1285-03, Sup. Ct., Morris Cty., NJ; Luikart, et al. v. Wyeth,
           No. 04-C-127, Cir. Ct., Putnam Cty., WV; Phillips, et al. v. Wyeth,
           No. CV-03-005, Cir. Ct., Jefferson Cty., AL; Tiedemann, et al. v.
           Wyeth, No. 110063/04, Supreme Ct., NY; and Vitanza, et al. v.
           Wyeth,  No. ATL-L-2093-04, Superior Ct., Atlantic Cty., NJ.  The
           plaintiffs in these cases seek to represent statewide classes of
           women who have ingested the drug and seek purchase price refunds
           and medical monitoring expenses on their behalf.  Plaintiffs in the
           Albertson, Gottlieb, Luikart, Phillips and Tiedemann cases are
           seeking this relief on behalf of putative classes of Pennsylvania,
           Florida, West Virginia, Alabama and New York, users of PREMPRO,
           respectively.  The Balita, Katzman and Vitanza cases all seek this
           relief on behalf of New Jersey PREMPRO users.  On February 1, 2005,
           in the Gottlieb case, the Florida Circuit Court certified a
           statewide medical monitoring class of asymptomatic PREMPRO users
           who have used the product for longer than six months.  The Company
           plans to appeal this decision.  A class certification hearing in
           the Albertson matter took place on January 10-13, 2005 in the
           Pennsylvania Court of Common Pleas, Philadelphia County.  That case
           is now under consideration.  A class action hearing in the New
           Jersey cases, Katzman, Balita and Vitanza, will likely not take
           place until mid-2005.  The remaining cases remain inactive.

           Two putative medical monitoring class actions have now been
           dismissed:  Gallo, et al. v. Wyeth, No. 02857, Ct. Comm. Pleas,
           Phil. Cty., PA and Lewers, et al. v. Wyeth, No. 02C 4970, U.S.D.C.,
           N.D. Ill.

                                      I-29
<PAGE>

           The Company is also defending two putative personal injury class
           actions.  The plaintiff in Michael, et al. v. Wyeth, No. 2:04-0435,
           U.S.D.C., S.D., WV, seeks to represent a nationwide class of
           PREMPRO users who have suffered injuries from the product.  The
           plaintiff in Barker, et al. v. Wyeth, No. 04-C-1932, Cir. Ct.,
           Kanawha Cty., WV, seeks to represent a class of West Virginia users
           who have suffered personal injuries.  Both of these cases have been
           transferred to the federal multi-district litigation ("MDL")
           proceedings in Little Rock, Arkansas.

           Finally, the federal Judicial Panel on MDL has ordered that all
           federal PREMPRO cases be transferred for coordinated pretrial
           proceedings to the United States District Court for the Eastern
           District of Arkansas, before United States District Judge William
           R. Wilson, Jr.  Plaintiffs have filed a Master Class Action
           Complaint in the MDL.  That complaint seeks to represent PREMPRO
           users seeking to collect damages for purchase price refunds and
           medical monitoring costs.  The complaint seeks to certify a
           consumer fraud subclass of PREMPRO users in 29 states, an unfair
           competition subclass of users in 29 states and a medical monitoring
           subclass purportedly covering PREMPRO users in 24 states.  The
           states allegedly involved are not consistent between each
           subclass.  This MDL Master Class Action Complaint subsumes all of
           the other putative class action complaints except those discussed
           above.  The MDL class certification hearing is currently scheduled
           for June 2005.

           In addition to the class actions, the Company is defending 3,274
           individual actions and 180 multi-plaintiff actions in various
           courts for personal injuries, including claims for breast cancer,
           stroke, ovarian cancer and heart disease.  Together, these cases
           assert claims on behalf of 5,315 women alleged injured by PREMPRO
           or PREMARIN.

           In the litigation involving DURACT, the Company's non-narcotic
           analgesic pain reliever, which was voluntarily withdrawn from the
           market in 1998, one putative personal injury class action remains
           pending.  Chimento, et al. v. Wyeth-Ayerst, et al., No. 982488,
           Dist. Ct. St. Bernard Parish, LA, seeks the certification of a
           class of Louisiana residents who were exposed to and who allegedly
           suffered injury from DURACT.  Plaintiffs seek compensatory and
           punitive damages, the refund of all purchase costs, and the
           creation of a court-supervised medical monitoring program for the
           diagnosis and treatment of liver damage and related conditions
           allegedly caused by DURACT.  In 2004, plaintiffs moved to dismiss
           the class allegations.  There is also a putative class action filed
           by third party payors for economic damages.  Blue Cross and Blue
           Shield of Alabama, et al. v. Wyeth, CV-03-6046, Cir. Ct. Jefferson
           Cty., Ala., seeks the certification of a nationwide class of
           third-party payers to recover monies paid for DURACT that would
           have been used after the withdrawal of DURACT from the market.  The
           class certification hearing is scheduled for April 2005.
           Additionally, there are 4 individual lawsuits pending involving
           approximately 134 former DURACT users alleging various injuries,
           including kidney failure, hepatitis, liver transplant and death.


                                      I-30
<PAGE>

           In November 2000, the Company withdrew from the market those
           formulations of its DIMETAPP and ROBITUSSIN cough/cold products,
           which contained the ingredient phenylpropanolamine ("PPA") at the
           request of the FDA.  The FDA's request followed the reports of a
           study that raised a possible association between PPA-containing
           products and the risk of hemorrhagic stroke.  Effective November
           6, 2000, the Company announced that it would no longer ship
           products containing PPA to its retailers.  The Company is
           currently a named defendant in approximately 500 individual PPA
           lawsuits with approximately 775 plaintiffs filed in federal and
           state courts throughout the United States.  In addition, there is
           one putative economic damage class action, which also contains
           personal injury allegations as to the class, pending in the
           Ontario Superior Court of Justice in Canada.  In every instance to
           date in which class certification has been decided in a PPA case,
           certification has been denied.  Twenty-six Wyeth cases are
           currently scheduled for trial in 2005 and five Wyeth cases are
           currently scheduled for trial in 2006.

           The Company has been served with approximately 380 lawsuits,
           eleven of which are putative class actions, alleging that the
           cumulative effect of thimerosal, a preservative used in certain
           vaccines manufactured and distributed by the Company as well as
           by other vaccine manufacturers, causes severe neurological
           damage, including autism in children. The class actions and
           relief sought are as follows: Daigle, et al. v. Aventis Pasteur
           Inc., et al., No. 02-2131F, Super. Ct., Suffolk Cty., MA
           (statewide class for medical monitoring, a fund for research and
           compensation for personal injuries); Demos, et al. v. Aventis
           Pasteur, et al., No. 01-22544CA15, Circ. Ct., Dade Cty., FL
           (nationwide class for medical monitoring, personal injuries and
           injunctive relief against future sales); Cyr, et al. v. Aventis
           Pasteur, Inc., et al., No. 01-C-663, Super. Ct., Hillsborough
           Cty., NH (statewide class for personal injuries and injunctive
           relief); King, et al. v. Aventis Pasteur, Inc., et al., No.
           01-CV-1305, U.S.D.C., D. Ore. (nationwide class for personal
           injuries and injunctive relief); Mead, et al. v. Aventis Pasteur,
           Inc., et al.,No. 01-CV-1402, U.S.D.C., D. Ore. (nationwide class
           for medical monitoring); Garcia, et al. v. Abbott, et al., No.
           C02-168C, District Court, Western District of Seattle, WA
           (nationwide class on behalf of all individuals who purchased any
           childhood vaccine containing thimerosal); Shadie, et al. v.
           Abbott, et al., No. 3-CV-02-0702, U.S.D.C., M.D., Pa. (nationwide
           class on behalf of all children vaccinated with
           thimerosal-containing vaccines from 1990 to present); Ashton, et
           al. v. Aventis Pasteur Inc., et al., Class Action Complaint
           004026, Ct. Comm. Pleas, Philadelphia Cty., PA (nationwide class
           action for medical monitoring, personal injuries and injunctive
           relief); Wax, et al. v. Abbott, et al., No. CV 02 2018, U.S.D.C.,
           E.D.N.Y. (nationwide class on behalf of all persons residing in
           the U.S. who were exposed to thimerosal); Castaldi et al. v.
           Aventis Pasteur Inc., et al., Master Complaint No. 2,
           Coordination Proceeding, The Vaccine Cases, No. 4246, Super. Ct.,
           Los Angeles Cty., CA (statewide class for medical monitoring);
           Ferguson v. Aventis Pasteur, Inc., et al., No, 04-CI-2048,
           U.S.D.C., E.D. Ky., (nationwide class for a fund for research and
           compensation for personal injuries).

           The Company generally files motions to dismiss in all of the cases
           for failure of the minor plaintiffs to file in the first instance
           under the National Vaccine Injury Compensation Program (the
           "Vaccine Act").  The Vaccine Act mandates that plaintiffs alleging
           injury from childhood vaccines first bring a claim under the
           Vaccine Act.  At the conclusion of that proceeding, the plaintiff
           may bring a lawsuit in state or federal court.  In July 2002,

                                      I-31
<PAGE>

           the United States Court of Federal Claims, (the "Vaccine Court")
           which handles all cases brought under the Vaccine Act, issued
           Autism General Order #1 (the "Order") accepting jurisdiction of
           the thimerosal matters by establishing an Omnibus Autism
           Proceeding, which allows petitioners who claim to suffer from
           autism or autism spectrum disorder as a result of receiving
           thimerosal-containing childhood vaccines the chance to proceed
           pursuant to a two-step procedure. The first step will be an
           inquiry into the general causation issues involved in the cases;
           the second step will entail the application of the general
           causation conclusions to the individual cases. In an Order issued
           September 24, 2003, the Special Master indefinitely postponed
           future calendar dates originally set in the Omnibus Autism
           Proceeding, including the date for the hearing on the issue of
           general causation.

           Under the terms of the Vaccine Court, if a claim has not been
           adjudicated by the Vaccine Act within 240 days, the claimant has 30
           days to decide whether to opt out of the proceeding and pursue a
           lawsuit against the manufacturer; a claimant receives a second
           30-day window to opt out of the proceeding if the claim is not
           adjudicated after 420 days.  After this second window has passed,
           claimants must remain in Vaccine Court until a final decision is
           obtained.  Thirty-three claimants who have elected to opt out of
           Vaccine Court under these provisions have active lawsuits against
           the Company.  Approximately 415 other claimants have not yet passed
           the two opt out windows described above.  There are approximately
           4,300 claimants in Vaccine Court alleging injury from
           thimerosal-containing vaccines.

           In addition to the claims brought by or on behalf of children
           allegedly injured by exposure to thimerosal, certain of the
           approximately 380 thimerosal cases have been brought by parents in
           their individual capacities, for loss of services and loss of
           consortium of the injured child.  These claims are not currently
           covered by the Vaccine Act.  Additional thimerosal cases may be
           filed in the future against the Company and the other companies
           that marketed thimerosal-containing products.  Two thimerosal cases
           are currently scheduled for trial, with the first scheduled for
           July 2005.

           The Company has been named as a defendant in a putative class
           action brought on behalf of all former or present EFFEXOR patients
           who, after August 20, 1997, suffered from an alleged dependency or
           withdrawal syndrome following the reduction or termination of their
           dosage of EFFEXOR, the Company's drug approved to treat depression
           and anxiety disorders.  Carolina, et al. v. Wyeth, et al., No.
           04CV-608P, U.S.D.C., N.D. Okla.  The complaint asserts causes of
           action for strict liability, failure to warn, negligent failure to
           warn, fraud intentional infliction of emotional distress and
           violations of the federal Food, Drug & Cosmetic Act and seeks
           compensatory and punitive damages on behalf of the class.  To date,
           the Company has not been served with the complaint, which was filed
           in August 2004.  In addition, Wyeth is defending approximately 10
           individual product liability lawsuits in various jurisdictions for
           personal injuries, including, among other alleged injuries,
           wrongful death from suicide or acts of hostility.

           Two putative class action lawsuits have been filed involving the
           veterinary product PROHEART 6, which the Company's Fort Dodge
           Animal Health subsidiary voluntarily recalled from the market in
           September 2004.  The putative class representative in Dill, et al.
           v. American Home Products, et al., No. CJ 1004 05879 (Dist. Ct.,
           Tulsa Cty., OK)

                                      I-32
<PAGE>

           seeks to represent a class of all Oklahoma individuals whose
           canines have been injured or died as a result of being injected
           with PROHEART 6. Compensatory and punitive damages are sought.
           The putative class representative in Deter v. Fort Dodge Animal
           Health, Inc., et al, No. 04-CP-40-5750, Ct. C. P., Richland Cty,
           SC, seeks to represent a class of all South Carolina individuals
           whose canines have been injured or died as a result of
           administration of PROHEART 6. That suit also seeks costs for
           testing and medical monitoring for the alleged effects of
           PROHEART 6. Compensatory and punitive damages are sought.

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

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

           The Company has received notifications from Teva Pharmaceuticals
           USA ("Teva"), Sandoz, Inc. and Sun Pharmaceutical Advanced Research
           Centre Limited ("Sun") that Abbreviated New Drug Applications
           ("ANDA") had been filed with the FDA seeking approval to market
           generic pantoprazole sodium 20 mg and 40 mg delayed release tablets.
           Pantoprazole sodium is the active ingredient used in PROTONIX.  The
           Orange Book lists two patents in connection with PROTONIX tablets.
           The first of these patents covers pantoprazole and expires in July
           2010.  The other listed patent is a formulation patent and expires
           in December 2016.  Wyeth's licensing partner, Altana Pharma AG
           ("Altana") is the owner of these patents.  In May 2004, Altana and
           the Company filed a lawsuit against Teva and Teva Pharmaceutical
           Industries Ltd. in the U.S. District Court for the District of New
           Jersey, Docket No. 2:04-CV-02355, alleging infringement of the
           patent expiring in 2010.  The Company intends, and is informed that
           Altana intends, to vigorously pursue the causes of action under
           this litigation.  On March 4, 2005, the Company received a second
           notification from Sun, indicating that Sun has now certified that
           it believes that the patent expiring in 2010 is invalid, not
           infringed, or unenforceable.  The Company is analyzing Sun's
           arguments.

                                      I-33
<PAGE>

           On March 24, 2003, the Company filed suit in the United States
           District Court for the District of New Jersey against Teva
           Pharmaceuticals, USA (Wyeth v. Teva Pharmaceuticals USA, Inc.,
           Docket No. 03-CV-1293 (KSH), U.S.D.C., D. N.J.) alleging that the
           filing of an ANDA by Teva seeking FDA approval to market 37.5 mg,
           75 mg, and 150 mg venlafaxine HC1 extended-release capsules
           infringes certain of the Company's patents.  Venlafaxine HCl is the
           active ingredient used in EFFEXOR XR.  The patents involved in the
           litigation relate to extended-release formulations of venlafaxine
           and/or methods of their use.  These patents expire in 2017.  Teva
           has asserted that these patents are invalid and/or not infringed.
           Under the 30-month stay provision of the Hatch-Waxman Act, any FDA
           approval of Teva's ANDA cannot be made effective before August 2005
           unless the court earlier decides that the patents are invalid or
           not infringed.  Teva has not, to date, made any allegations as to
           the Company's patent covering the compound, venlafaxine.
           Accordingly, Teva's ANDA may further not be approved until the
           expiration of that patent, and its associated pediatric exclusivity
           period, on June 13, 2008.

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

           Boston Scientific brought a patent infringement lawsuit against
           Cordis, seeking to enforce a patent on stent coatings against
           Cordis' CYPHER sirolimus drug-eluting stent, Boston Scientific
           Scimed v. Cordis, Docket No. 03-283, U.S.D.C., D. Del.  In an
           earlier filed action, Cordis sued Boston Scientific seeking to
           enforce Cordis' stent architecture patent.  In the respective
           actions, both Boston Scientific and Cordis sought a preliminary
           injunction against the other.  On November 21, 2003, the District
           Court denied both motions for preliminary injunction.  Cordis
           appealed the denial of the injunction against Boston Scientific to
           the U.S. Court of Appeals for the Federal Circuit.  In May 2004,
           the appellate court affirmed the District Courts' denial of the
           preliminary injunction.  The case is scheduled for trial in 2005.
           Although the Company is not a party to this litigation, if Cordis
           were to be enjoined from selling the CYPHER stent, the Company
           could lose licensing income.  Cordis has advised the Company that
           it intends to vigorously defend this litigation.

           In November 2003, the U.S. Patent and Trademark Office Board of
           Patent Appeals ruled for the Company in the interference concerning
           a Genentech patent application and a Company patent, which claims a
           truncated Factor VIII protein, which expires in February

                                      I-34
<PAGE>

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

           Medtronic Sofamor Danek ("Medtronic") is Wyeth's licensee for
           certain products utilizing Wyeth's recombinant BMP-2 protein, in
           particular the INFUSE Bone Graft/LT-CAGE Lumbar Tapered Fusing
           Device System ("Infuse").  In a case involving technology
           agreements, Medtronic Sofamor Danek, Inc. vs. Gary K. Michelson,
           M.D. and Karlin Technology, Inc., Civ. Action No. 01-2373 (U.S.
           District Court for the Western District of Tennessee), a jury found
           Medtronic liable for $109.0 million in compensatory damages and
           $400.0 million in punitive damages.  As part of its verdict, the
           jury found that Infuse infringed U.S. patents 6,080,155, 6,270,498
           and 6,210,412 and awarded royalties at a rate of 10%.  The Company
           was not a party to that action and is not liable for the damages
           awarded or for the additional royalties.  The patent owner has
           agreed to defer a request for an injunction as to sales of Infuse
           pending on-going settlement negotiations between the parties.  If
           an injunction were to be issued, Wyeth's sales of BMP-2 could be
           impacted.  Medtronic has advised Wyeth that it intends to appeal
           any adverse judgment.

           The Company is currently a defendant in a total of ten lawsuits
           in which plaintiffs allege that the Company and other defendant
           pharmaceutical companies artificially inflated the Average
           Wholesale Price ("AWP") of their drugs. AWP is the basis for
           determining the Medicare reimbursement rate and the co-payment
           amount. It is also usually the basis for determining Medicaid
           reimbursement rates under state Medicaid plans. The overstatement
           of AWP allegedly results in overpayment by, among others,
           Medicare and Medicare beneficiaries and by state Medicaid plans.
           Plaintiffs involved in these lawsuits allege that this "scheme"
           is fraudulent, violates the Sherman Antitrust Act and constitutes
           a civil conspiracy under the RICO Act. Two of these lawsuits are
           private class actions filed on behalf of Medicare beneficiaries
           who make co-payments, as well as private health plans and ERISA
           plans that purchase drugs based on AWP: Swanston v. TAP
           Pharmaceuticals Products, Inc., et al. No. CV2002-004988, Sup.
           Ct., Maricopa County, Ariz.; and International Union of Operating
           Engineers, et al. v. Astra Zeneca PLC, et al., No. 03-3226 JEI,
           U.S.D.C., N.J. Two other previously pending cases making similar
           claims against the Company, Thompson v. Abbott Laboratories,
           Inc., et al., No. C02-4450MJJ, U.S.D.C., N.D. Cal.; Turner v.
           Abbott Laboratories, Inc., et al., No. 412357, Sup. Ct., San
           Francisco County, Cal.; have now been dismissed. No activity is
           occurring in the International Union suit. In the Swanston case,
           the court has denied defendants' motion to dismiss and directed
           the parties to begin fact discovery.

           In addition to the two suits described above, the Company is
           currently a defendant in six government entity lawsuits claiming
           injuries on behalf of both the government entity and its citizens,
           allegedly due to Medicaid reimbursement fraud.  These cases are as
           follows: State of California v. Abbott Laboratories, Inc. et al.,
           No. BC 287198 A, Sup. Ct., Los Angeles County, Cal.; County of
           Suffolk v. Abbott Laboratories, Inc., et al. No. CV03-229, U.S.D.C.,
           E.D.N.Y.; County of Rockland v. Abbott Laboratories, Inc., et al.
           No. CV03-7055, U.S.D.C., S.D.N.Y.; County of Westchester v. Abbott
           Laboratories, Inc., et
                                      I-35
<PAGE>

           al. No. CV03-6178 U.S.D.C., S.D.N.Y.; County of Nassau v. Abbott
           Laboratories, Inc., et al., No. CV 04 5126, U.S.D.C., E.D.N.Y.;
           and City of New York v. Abbott Laboratories, Inc., et al., No. 04
           CV 6054 (BSJ) U.S.D.C., S.D.N.Y. All six of these actions have
           been removed to federal court and transferred to the U.S.
           District Court for the District of Massachusetts where they are
           pending under the caption: In re: Pharmaceutical Industry AWP
           Litigation, MDL-1456. The New York City and various New York
           county cases make identical claims based on the federal RICO Act,
           the Social Security Act, the New York Social Services Law and the
           New York General Business Law. They seek recovery for damages
           suffered as a result of alleged overcharging for prescription
           medication paid for by Medicaid. By stipulation, no activity is
           occurring in these matters pending the court's resolution of
           defendants' motion to dismiss in the County of Suffolk matter.
           The MDL judge has dismissed certain counts of the Complaint and
           directed plaintiff to make more definitive allegations against
           numerous defendants (including Wyeth) against whom they had
           previously made only conclusory allegations. The motion to
           dismiss remains pending and will likely be decided in the first
           half of 2005.

           The Company is also a defendant in two recently filed AWP matters
           pending in state courts: State of Alabama v. Abbott Laboratories,
           Inc., et al., No. CV 2005-219, Cir. Ct., Montgomery Cty., AL, and
           The People of Illinois v. Abbott Laboratories, Inc., et al., No.
           05CH0274, Cir. Ct., Cook Cty., IL. In the State of Alabama case,
           the plaintiff alleges that defendants provided false and inflated
           AWP, Wholesale Acquisition Cost ("WAC") and/or Direct Price
           information for their drugs to various nationally known drug
           industry reporting services. In The People of Illinois case, the
           Attorney General brought the lawsuit on behalf of the State for
           itself and on behalf of its citizens, to recover damages and
           injunctive relief under similar theories. Both of these cases are
           in their earliest stages, with no answers yet having been filed.

           The Company has been served with a subpoena duces tecum from the
           United States Attorney's Office for the District of Massachusetts.
           The subpoena seeks documents from January 2000 to the present
           relating to the Company's quarterly calculations of the Average
           Manufacturer Price ("AMP") and Best Price for PROTONIX oral tablets
           and I.V. products.  AMP and Best Price are defined terms under the
           Medicaid Drug Rebate statute and are used to calculate rebates due
           to state Medicaid programs under that statute.  The Company
           understands that other pharmaceutical companies have received
           similar subpoenas relating to their calculations of Best Price from
           the same United States Attorney.

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

                                      I-36
<PAGE>

           Following the filing of the Duramed case, several purported class
           action lawsuits were filed on behalf of "end-payors" (defined as
           the last persons and entities in the chain of distribution) and
           direct purchasers in federal district courts in Ohio and New
           Jersey, and California state courts. These plaintiffs allege that
           the Company's alleged anticompetitive exclusive contracts with
           managed care organizations and pharmacy benefit managers
           concerning PREMARIN allowed the Company to charge higher prices
           for PREMARIN than the Company would have charged in the absence
           of the alleged anticompetitive exclusive agreements. The
           complaints seek injunctive relief, damages and disgorgement of
           profits. Due to certain consolidations, six actions are presently
           pending against the Company. A certified class consisting of
           direct purchasers, J.B.D.L. Corp. v. Wyeth-Ayerst
           Pharmaceuticals, Inc., Civ. A. No. C-1-01-704, U.S.D.C., S.D.
           Oh., and a certified class consisting of indirect purchasers,
           Ferrell v. Wyeth-Ayerst Laboratories, Inc., Civ. A. No.
           C-1-01-447, U.S.D.C., S.D. Oh., are pending in Ohio federal
           district court. Additionally, two direct purchasers of PREMARIN
           during the relevant time period (CVS Meridian, Inc. and Rite Aid
           Corporation) have opted out of the federal direct-purchaser class
           action and have filed a separate action, CVS Meridian, Inc. et
           al. v. Wyeth, Civil A. No. C-1-03-781, U.S.D.C., S.D. Oh. The
           J.B.D.L. and CVS Meridian actions are scheduled for trial in
           August 2005. The Company has filed a motion for summary judgment
           in the J.B.D.L. and CVS Meridian actions. Moreover, one certified
           class of indirect purchasers and one putative class of indirect
           purchasers are pending in California state courts, (Blevins v.
           Wyeth-Ayerst Laboratories, Inc. et al., Case No. 324380, Cal.
           Sup. Ct., San Francisco Cty., Cal.; Sullivan v. Wyeth-Ayerst
           Laboratories, Inc., Case No. GIC796997, Cal. Sup. Ct., San Diego
           Cty., Cal.), respectively. Also, a purported class action was
           recently filed in Vermont Superior Court on behalf of all Vermont
           end-payors, which raises substantially the same allegations as
           the Ferrell indirect-purchaser action. Deyo v. Wyeth, No.
           735-12-04 (Vt. Sup. Ct.).

           Plaintiffs have filed numerous lawsuits in federal and state courts
           following the issuance of an administrative complaint by the
           Federal Trade Commission ("FTC"), which challenged as
           anticompetitive the Company's 1998 settlement of certain patent
           litigation with Schering-Plough Corporation ("Schering") relating
           to ESI's proposed generic version of Schering's K-Dur 20, a
           potassium chloride product.  The Company settled with the FTC in
           April 2002.  The settlement of the FTC action was not an admission
           of liability and was entered to avoid the costs and risks of
           litigation in light of the Company's previously announced exit from
           the oral generics business.

           Generally, plaintiffs claim that the 1998 settlement agreement
           between the Company and Schering resolving the patent infringement
           action unlawfully delayed the market entry of generic competition
           for K-Dur 20, and that this caused plaintiffs and others to pay
           higher prices for potassium chloride supplements than plaintiffs
           claim they would have paid without the patent case settlement.
           Plaintiffs claim that this settlement constituted an agreement to
           allow Schering to monopolize the potassium chloride supplement
           markets in violation of federal and state antitrust laws, various
           other state statutes and common law theories such as unjust
           enrichment.

           Currently, the Company is aware of approximately 45 private
           antitrust lawsuits that have been filed against the Company based
           on the 1998 patent case settlement.  Many of these lawsuits are
           currently pending in federal court and have been consolidated or
           are being

                                      I-37
<PAGE>

           coordinated as part of multi-district federal litigation being
           conducted in the United States District Court for the District of
           New Jersey, In re K-Dur Antitrust Litigation, MDL 1419, U.S.D.C.,
           D. N.J. One of these cases is brought as a purported class action
           on behalf of direct purchasers of K-Dur 20 nationwide. The
           Company has executed a settlement agreement with the purported
           class of direct purchasers and the federal court has granted
           final approval to the settlement. One case is brought by the
           Commonwealth of Pennsylvania, through its Attorney General, on
           behalf of all departments, agencies and bureaus of the
           Commonwealth that purchased K-Dur 20 or reimbursed such
           purchases. The claims against the Company in another direct
           purchaser action, which is not a class action, have since been
           dismissed as a result of a settlement with the Company. In the
           remaining cases, some of which are pending in federal court and
           some of which are pending in various state courts, plaintiffs
           claim to be indirect purchasers or end-payors of K-Dur 20 or to
           be bringing suit on behalf of such indirect purchasers and seek
           to certify either a national class of indirect purchasers or
           classes of indirect purchasers from various states. These
           indirect purchaser cases are brought as purported class actions
           on behalf of various groups of indirect purchasers. These
           complaints seek various forms of relief including damages in
           excess of $100 million, treble damages, restitution,
           disgorgement, declaratory and injunctive relief and attorneys'
           fees.

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

           The Company has been named as a defendant in an action brought by
           Compass Marketing, Inc. alleging that Schering and Wyeth Consumer
           Healthcare violated federal and state antitrust laws and state
           common laws by allegedly engaging in certain collusive practices
           regarding commission rates and credit terms.  Compass Marketing,
           Inc. v. Schering-Plough Corp., et al., No. 1:04-CV-1663, U.S.D.C.,
           D. Md.  Compass Marketing, Inc. is a former Wyeth Consumer
           Healthcare broker that provided brokerage services for a small
           segment of the over-the-counter drug business.  The complaint seeks
           treble damages under the federal antitrust laws and punitive and
           exemplary damages on the state common law claims.  The Company has
           answered the complaint denying the allegations and asserted a
           counterclaim for breach of contract.

           The Company has been named as a defendant, along with other
           pharmaceutical manufacturers, in a civil action presently pending
           in federal district court in Minnesota, alleging that the
           defendant companies violated federal antitrust statutes and
           certain state laws by unlawfully agreeing to engage in conduct to
           prevent U.S. consumers from purchasing defendants' prescription
           drugs from Canada. In re Canadian Import Antitrust Litigation,
           Civ. No. 04-2724, U.S.D.C., D. Minn. The plaintiffs claim that,
           as a result of the alleged unlawful agreement, the purported
           class members have paid higher prices for the defendants'
           pharmaceutical products than they otherwise would have paid in
           the absence of the alleged agreement. The complaint seeks various
           forms of relief, including damages, treble damages, restitution,
           disgorgement, injunctive relief and attorneys' fees. A motion by
           the Company and its co-defendants to dismiss the complaint has
           been granted in part and denied in part by the Magistrate Judge
           hearing the matter. An appeal to the District Court from this
           ruling is expected.

                                      I-38
<PAGE>

           Additionally, another action, Clayworth v. Pfizer, et al., No.
           RG04172428, Calif. Super. Ct., Alameda County, has been filed
           against the Company in California state court alleging certain
           violations of California state law.  This action is brought on
           behalf of California pharmacies and alleges that the defendant
           pharmaceutical manufacturers engaged in a price-fixing conspiracy
           in the United States that was carried out by, among other
           allegations, efforts to restrict Canadian drugs from coming into
           the United States.  The California action alleges that, as a result
           of the claimed conspiracy, the pharmacy plaintiffs paid higher
           prices for the defendants' pharmaceutical products than they
           otherwise would have paid.  The trial court dismissed plaintiffs'
           original complaint following a motion by defendants.  Plaintiffs
           have now filed a Second Amended Complaint.

           In 1999 and 2000, the Brazilian Economic Defense Agency ("SDE") and
           local police authorities initiated investigations of Laboratories
           Wyeth-Whitehall Ltda., a Brazilian subsidiary of the Company
           ("LWWL"), and other pharmaceutical companies concerning possible
           violation of Brazilian competition laws.  SDE alleged that the
           companies sought to establish uniform commercial policies regarding
           wholesalers and refused to sell product to wholesalers that
           distributed generic products manufactured by certain Brazilian
           pharmaceutical companies.  Additionally, administrative
           investigations by SDE are examining allegations that LWWL and other
           pharmaceutical companies violated Brazilian competition and
           consumer protection laws by unlawfully raising prices.  The Company
           provided information to both SDE and to police authorities.  The
           police authorities have terminated their investigation, concluding
           that the companies were not engaged in any illegal action.

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

           The United Kingdom's Competition Commission has recently
           investigated the pricing and distribution practices of Fort Dodge
           and other animal health suppliers.  The inquiry focused on the
           rebate practices of animal health suppliers, the price differential
           between certain animal health products sold in the U.K. as opposed
           to other European countries and the industry practice of selling to
           wholesalers but not directly to pharmacists or veterinarians.  The
           inquiry also examined transfer pricing for animal health products.
           On April 11, 2003, the U.K. Competition Commission issued its
           report on the investigation into the supply of prescription-only
           veterinary medicines and concluded that three monopoly situations
           existed for such medicines.  According to the report, one such
           monopoly situation arose from the failure of eight animal health
           manufacturers, including Fort Dodge Animal Health U.K., to enable
           pharmacies to obtain supplies of prescription-only veterinary
           medicines on terms that would enable them to compete with
           veterinary surgeons.  The report recommended two remedies for the
           situation, applicable to all of the relevant manufacturers, which
           are designed to allow the pharmacies to obtain

                                      I-39
<PAGE>

           prescription-only veterinary medicines on terms competitive with
           those offered to veterinary surgeons.

           On February 18, 2005, the U.K. Competition Commission issued a
           Draft Order proposing four specific remedies, two of which would
           apply to Fort Dodge.  The Draft Order requires manufacturers to
           provide certain price information to veterinarians and pharmacists,
           and imposes a duty on manufacturers to make prescription only
           medications available to veterinarians and pharmacists on equal
           terms for equal volumes purchased.  The Draft Order does not
           propose any fines or other penalties be levied against Fort Dodge.
           A final order will be issued after the close of the public comment
           period.

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

           The Company has been sued by Aventis in a breach of contract case
           in the Commercial Court of Nanterre, France arising out of an
           October 12, 2000 Agreement between the parties relating to the
           development of hormone therapy drugs utilizing Aventis's
           trimegestone ("TMG") progestin.  The agreement granted Wyeth a
           worldwide exclusive license of Aventis's patents and know-how
           relating to TMG and Wyeth agreed to develop, manufacture and sell
           two different hormone therapy products: a product combining Wyeth's
           PREMARIN product with TMG, and a product combining 17 beta
           estradiol and TMG, referred to as "Totelle".  The Company
           terminated the agreement in December 2003, and Aventis claims that
           the termination was improper.  The complaint seeks monetary damages
           in the amount of $579.0 million.  It also seeks certain injunctive
           relief to ensure continued marketing of Totelle,
           including compelling continued manufacture of the product and the
           compulsory licensing of Totelle trademarks.  Trial is expected to
           take place in the fall of 2005.

           As discussed in Item I (under the caption "Environmental"), the
           Company is a party to, or otherwise involved in, legal proceedings
           under CERCLA and similar state laws directed at the cleanup of
           various sites including the Cyanamid-owned Bound Brook, N.J. site.
           The Company's potential liability varies greatly from site to
           site.  For some sites, the potential liability is de minimis and,
           for others, the final costs of cleanup have not yet been
           determined.  As assessments and cleanups proceed, these liabilities
           are reviewed periodically and are adjusted as additional
           information becomes available.  Environmental liabilities are
           inherently unpredictable.  The liabilities can change substantially
           due to such factors as additional information on the nature or
           extent of contamination, methods of remediation required and other
           actions by governmental agencies or private parties.

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

                                      I-40
<PAGE>

           contamination and disposal of up to 26,000 tons of molasses
           allegedly contaminated with medroxyprogesterone acetate ("MPA").
           SvG allegedly purchased sugar recovered from a sugar water
           process stream disposed of by WMI for use in its molasses
           refining operations. SvG further seeks compensation on behalf of
           an unspecified number of its animal feed customers who are
           alleged to have used contaminated molasses in their livestock
           feed formulations. SvG seeks damages in excess of (euro)160
           million. In July and August of 2003, formal claim letters on
           behalf of various Dutch claimants, including the Dutch
           Association for the Animal Feed Industry, the Dutch Trade Union
           for Stock-Breeders, the Central Organization for the Meat Sector,
           the Dutch Union of Traders in Cattle and Rined Fourages BV, a
           distributor of animal feed, were served upon the Company's AHP
           Manufacturing BV subsidiary. The damages alleged in the claim
           letters amount to several million euros and are akin to the
           claims brought by SvG, i.e., claims for loss of inventory and
           livestock due to contaminated animal feed. In connection with its
           formal Statement of Claim, SvG levied prejudgment attachments in
           the District Courts of Haarlem and Amsterdam in the Netherlands
           on certain assets of WMI. SvG lifted these attachments on
           December 18, 2003, after WMI provided SvG bank guarantees as
           security for the amounts claimed by SvG in its Statement of
           Claim. SvG has agreed to refrain from levying further
           attachments. In September 2004, the Company was served with a
           Complaint, filed in the Dutch courts on behalf of Dutch
           claimants, including, inter alia, the Dutch Association for the
           Animal Feed Industry and the Dutch Trade Union for Pig Farmers.
           The Complaint seeks reimbursement of approximately (euro) 8.2
           million for payments made by the trade organizations to member
           pig farmers for purchases of pigs that were destroyed because of
           MPA contamination.

           Since the discovery of MPA in certain animal feed, several EU
           countries have initiated investigations and other official reviews
           of the extent of damage potentially caused by MPA.  In addition,
           Ireland's Environmental Protection Agency has initiated an
           investigation into WMI's compliance with its Integrated Pollution
           Control license and possible violations of the Waste Management
           Act.  This investigation was referred to the Department of Public
           Prosecution ("DPP") by the Irish EPA for possible prosecution.  The
           DPP investigation is ongoing.

           On July 26, 2002, a Brazilian Federal Public Attorney filed a
           public civil action against the Federal Government of Brazil,
           LWWL, a Brazilian subsidiary of the Company, and Colgate
           Palmolive Company, as represented by its Brazilian subsidiary,
           Kolynos do Brasil Ltda. ("Kolynos"), seeking to nullify and
           overturn the April 11, 2000 decision by the Brazilian First Board
           of Tax Appeals which had found that the capital gain of LWWL from
           its divestiture of its oral health care business was not taxable
           in Brazil. The action seeks to hold LWWL jointly and severally
           liable with Kolynos and the Brazilian Federal Government. The
           amount of the Brazilian Federal Public Attorney's claim, as
           stated in current U.S. dollars, was approximately $109.0 million.
           The Company believes that this action is without merit.

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

           In the opinion of the Company, although the outcome of any
           litigation cannot be predicted with certainty, the ultimate
           liability of the Company in connection with pending litigation and
           other matters discussed above (other than the litigation involving
           REDUX

                                      I-41
<PAGE>

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


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

           None.

                                      I-42
<PAGE>

EXECUTIVE OFFICERS OF THE REGISTRANT AS OF MARCH 7, 2005
--------------------------------------------------------


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


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

Robert Essner          57   Chairman of the Board, President     September 1997
                                and Chief Executive Officer
                                Member of Executive Committee,
                                Chairman of Management,
                                Law/Regulatory Review,
                                Operations, Human Resources
                                and Benefits and Retirement
                                Committees

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

                                      I-43
<PAGE>

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

Kenneth J. Martin      50   Executive Vice President and          February 2000
                                Chief Financial Officer
                                Member of Management,
                                Law/Regulatory Review,
                                Operations, Human
                                Resources and Benefits and
                                Retirement Committees

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

Bernard J. Poussot     53   Executive Vice President and           January 2001
                                President,
                                Wyeth Pharmaceuticals
                                Member of Management,
                                Law/Regulatory Review,
                                Operations and Human
                                Resources and Benefits
                                Committees

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

                                      I-44
<PAGE>

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

Lawrence V. Stein      55   Senior Vice President and               June 2001
                                General Counsel
                                Member of Management,
                                Law/Regulatory Review,
                                Operations, Human
                                Resources and Benefits and
                                Retirement Committees

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

Paul J. Jones          59   Vice President and Controller             May 1995
                                Member of Law/Regulatory
                                Review and Operations
                                Committees

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

Rene R. Lewin          58   Senior Vice President - Human            June 1994
                                Resources
                                Member of Management,
                                Law/Regulatory Review,
                                Operations, Human
                                Resources and Benefits and
                                Retirement Committees

   Business Experience:     June 1994 to September 2004,
                                Vice President - Human Resources
                            September 2004 to date, Senior
                                Vice President - Human Resources

                                      I-45
<PAGE>

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

Marily H. Rhudy        57   Senior Vice President - Public Affairs   June 2001
                                Member of Management and
                                Operations Committees

   Business Experience:     April 1994 to March 1997, Vice
                                President - Public Affairs,
                                Wyeth-Ayerst Laboratories
                                Division
                            March 1997 to September 1997,
                                Vice President - Global
                                Public Affairs,
                                Wyeth-Ayerst Laboratories
                                Division
                            September 1997 to September 2004,
                                Vice President - Public Affairs
                            September 2004 to date, Senior
                                Vice President - Public
                                Affairs

E. Thomas Corcoran     57   President, Fort Dodge Animal             June 2001
                                Health Division
                                Member of Management,
                                Operations and Human
                                Resources and Benefits
                                Committees

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

Ulf Wiinberg           46   President, Wyeth Consumer               March 2002
                                Healthcare
                                Member of Management,
                                Law/Regulatory Review,
                                Operations, and Human
                                Resources and Benefits
                                Committees

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

                                      I-46
<PAGE>

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

Joseph M. Mahady       51   Senior Vice President and President,     June 2001
                                Wyeth Pharmaceuticals -
                                North America
                                Member of Management and
                                Operations Committees

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

Robert R. Ruffolo, Jr. 54   Senior Vice President and President,     June 2001
                                Wyeth Research
                                Member of Management,
                                Law/Regulatory Review,
                                Operations and Human
                                Resources and Benefits
                                Committees

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

Robert N. Power        48   President, Wyeth Pharmaceuticals -       June 2002
                                International
                                Member of Management and
                                Operations Committees

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

                                      I-47
<PAGE>

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

Thomas Hofstaetter     56   Senior Vice President,                September 2004
                                Corporate Business
                                Development, Wyeth
                                Member of Management and
                                Operations Committees

   Business Experience:     To September 2004, Senior Vice
                                President, Corporate
                                Development, Aventis
                            September 2004 to date, Senior
                                Vice President, Corporate
                                Business Development, Wyeth

Charles Portwood       55   President, Technical                    January 2005
                                Operations & Product
                                Supply, Wyeth Pharmaceuticals
                                Member of Management and
                                Law/Regulatory Review
                                Committees

   Business Experience:     November 2001 to July 2002,
                                Senior Vice President,
                                Global Supply Chain, Wyeth
                                Pharmaceuticals
                            July 2002 to date, President,
                                Technical Operations &
                                Product Supply, Wyeth
                                Pharmaceuticals

                                      I-48
<PAGE>

                                     PART II
                                     -------

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

     (a)   Market Information and Dividends

           The New York Stock Exchange is the principal market on which the
           Company's common stock is traded.  Tables showing the high and low
           sales price for the common stock, as reported in the consolidated
           transaction reporting system, and the dividends paid per common
           share for each quarterly period during the past two years, as
           presented in Market Prices of Common Stock and Dividends on page
           65 of the Company's 2004 Annual Report to Stockholders, are
           incorporated herein by reference.

     (b)   Holders

           There were approximately 53,600 holders of record of the Company's
           Common Stock as of the close of business on March 1, 2005.

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 2004 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 66 through 82 of the
           Company's 2004 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 79 and 80 of the Company's 2004
           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 62 of the Company's 2004
           Annual Report to Stockholders, the Report of Independent
           Registered Public Accounting Firm on page 63, and Quarterly
           Financial Data (Unaudited) on page 65, are incorporated herein by
           reference.

                                      II-1
<PAGE>

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

           Not applicable

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

           DISCLOSURE CONTROLS

           As of December 31, 2004, the Company carried out an evaluation,
           under the supervision and with the participation of the Company's
           management, including the Chief Executive Officer and Chief
           Financial Officer, of the effectiveness of the design and
           operation of the Company's disclosure controls and procedures (as
           such term is defined in Rules 13a-15(e) and 15d-15(e) under the
           Exchange Act).  Based upon that evaluation, the Chief Executive
           Officer and Chief Financial Officer concluded that the Company's
           disclosure controls and procedures are effective.

           INTERNAL CONTROL OVER FINANCIAL REPORTING

           Management's report on the Company's internal control over
           financial reporting (as such term is defined in Rules 13a-15(f)
           and 15d-15(f) under the Exchange Act), and the related report of
           the Company's independent registered public accounting firm, are
           included in the Company's 2004 Annual Report to Stockholders on
           pages 63 and 64 under the headings Report of Independent
           Registered Public Accounting Firm and Management Report on
           Internal Control over Financial Reporting, respectively, and are
           incorporated herein by reference.

           CHANGES IN INTERNAL CONTROLS

           During the 2004 fourth quarter, there were no significant changes
           in the Company's internal control over financial reporting (as
           such term is defined in Rules 13a-15(f) and 15d-15(f) under the
           Exchange Act) that have materially affected, or are reasonably
           likely to materially affect, the Company's internal control over
           financial reporting.

                                      II-2
<PAGE>

                                    PART III
                                    --------

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

     (a)   Information relating to the Company's directors is incorporated
           herein by reference to pages 3 through 5 of a definitive proxy
           statement to be filed with the Securities and Exchange Commission on
           or about March 16, 2005 ("the 2005 Proxy Statement").

     (b)   Information relating to the Company's audit committee, including
           designation of "Financial Expert" under applicable Securities and
           Exchange Commission rules, is incorporated herein by reference to
           page 7 of the 2005 Proxy Statement.

     (c)   Information relating to the Company's executive officers as of March
           7, 2005 is furnished in Part I hereof under a separate unnumbered
           caption ("Executive Officers of the Registrant as of March 7, 2005").

     (d)   Information relating to certain filing obligations of directors and
           executive officers of the Company under the federal securities laws
           set forth on page 11 of the 2005 Proxy Statement under the caption
           "Section 16(a) Beneficial Ownership Reporting Compliance" is
           incorporated herein by reference.

     (e)   Information relating to the Company's code of ethics, included within
           the Wyeth Code of Conduct, is available on the Wyeth Internet website
           at www.wyeth.com. Copies of the Wyeth Code of Conduct are also
           available, without charge, by contacting Wyeth Investor Relations at
           (877) 552-4722.

     (f)   The Charters for the Company's Audit, Compensation and Benefits,
           Nominating and Governance and Corporate Issues Committees, the
           Nominating and Governance Committee Criteria and Procedures for Board
           Candidate Selection and Wyeth's Corporate Governance Guidelines are
           available on the Wyeth Internet website at www.wyeth.com. Copies of
           these documents are also available, without charge, by contacting
           Wyeth Investor Relations at (877) 552-4722.

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

           Information relating to executive compensation is incorporated
           herein by reference to pages 15 through 22 and the section titled
           "Change in Control Severance Agreements" on pages 24 through 26 of
           the 2005 Proxy Statement.  Information with respect to
           compensation of directors is incorporated herein by reference to
           pages 6 and 7 of the 2005 Proxy Statement.

                                     III-1
<PAGE>

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

     (a)   Information relating to security ownership is incorporated herein by
           reference to pages 11 and 12 of the 2005 Proxy Statement.

     (b)   Information regarding the Company's equity compensation plans is
           incorporated herein by reference to page 24 of the 2005 Proxy
           Statement.

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

           Information regarding transactions with management and others is
           incorporated herein by reference to page 26 of the 2005 Proxy
           Statement.

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

           Information relating to principal accountant fees and services is
           incorporated herein by reference to pages 38 and 39 of the 2005
           Proxy Statement.

                                     III-2
<PAGE>

                                     PART IV
                                     -------

ITEM 15.   EXHIBITS and FINANCIAL STATEMENTS SCHEDULES
           -------------------------------------------

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

           The following Consolidated Financial Statements, Notes to
           Consolidated Financial Statements and Report of Independent
           Registered Public Accounting Firm, included on pages 32 through
           63 of the Company's 2004 Annual Report to Stockholders, are
           incorporated herein by reference.

                                                              Pages
                                                              -----
           Consolidated Balance Sheets as of
           December 31, 2004 and 2003                         32

           Consolidated Statements of Operations
           for the years ended December 31,
           2004, 2003 and 2002                                33

           Consolidated Statements of Changes in
           Stockholders' Equity for the years ended
           December 31, 2004, 2003 and 2002                   34

           Consolidated Statements of Cash Flows
           for the years ended December 31, 2004,
           2003 and 2002                                      35

           Notes to Consolidated Financial Statements         36-62

           Report of Independent Registered Public
           Accounting Firm                                    63

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

           Schedules are omitted because they are not applicable.

                                      IV-1
<PAGE>

ITEM 15.   (Continued)

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

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

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

  (3.2)    The Company's By-Laws, as amended to date, is incorporated by
           reference to Exhibit 3.2 of the Company's Current Report on Form
           8-K dated November 23, 2004.

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

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

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

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

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

  (4.6)    Fifth Supplemental Indenture, dated as of December 16, 2003, between
           the  Company and JPMorgan Chase Bank (as successor to The Chase
           Manhattan Bank) is incorporated herein by reference to Exhibit 4.6
           of the Company's Annual Report on Form 10-K for the year ended
           December 31, 2003.

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

                                      IV-2
<PAGE>

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

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

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

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

  (10.6)   First Amendment to 3-Year Credit Agreement, dated as of February
           11, 2004, among the Company, the banks and other financial
           institutions from time to time parties thereto and JPMorgan Chase
           Bank, as administrative agent for the lenders thereto is
           incorporated by reference to Exhibit 10.6 of the Company's Annual
           Report on Form 10-K for the year ended December 31, 2003.

  (10.7)   5-Year Credit Agreement, dated as of February 11, 2004, among the
           Company, the banks and other financial institutions from time to
           time parties thereto and JPMorgan Chase Bank, as administrative
           agent for the lenders thereto is incorporated by reference to
           Exhibit 10.7 of the Company's Annual Report on Form 10-K for the
           year ended December 31, 2003.

  (10.8)   Master Guarantee and Letter of Credit Agreement, dated as of
           December 16, 2003, between the Company and ABN AMRO BANK, N.V. is
           incorporated by reference to Exhibit 10.8 of the Company's Annual
           Report on Form 10-K for the year ended December 31, 2003.

  (10.9)   Seventh Amendment, dated July 21, 2004, to the Nationwide Class
           Action Settlement, dated November 18, 1999, as amended is
           incorporated by reference to Exhibit 10.1 of the Company's Report
           on Form 8-K, dated January 11, 2005.

  (10.10)  Indemnity Agreement (relating to Consent Decree), dated as of
           September 29, 2000, by and between the Company and Bernard Poussot.

                                      IV-3
<PAGE>

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

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

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

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

  (10.15)* 1993 Stock Incentive Plan, as amended to date, is incorporated
           by reference to Appendix III of the Company's definitive Proxy
           Statement filed March 18, 1999 (File 1-1225).

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

  (10.17)* 1996 Stock Incentive Plan, as amended to date, is incorporated
           by reference to Appendix II of the Company's definitive Proxy
           Statement filed March 18, 1999 (File 1-1225).

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

  (10.19)* 1999 Stock Incentive Plan is incorporated by reference to
           Appendix I of the Company's definitive Proxy Statement filed March
           18, 1999 (File 1-1225).

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

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

  (10.22)* Form of Stock Option Agreement (transferable options) is
           incorporated by reference to Exhibit 10.22 of the Company's Annual
           Report on Form 10-K for the year ended December 31, 2003.

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

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

                                      IV-4
<PAGE>

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

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

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

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

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

  (10.29)* Management Incentive Plan, as amended to date, is incorporated
           by reference to Exhibit 10.27 of the Company's Annual Report on
           Form 10-K for the year ended December 31, 1999 (File 1-1225).

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

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

  (10.32)* Form of Stock Option Agreement under the Stock Option Plan for
           Non-Employee Directors is incorporated by reference to Exhibit
           10.30 of the Company's Annual Report on Form 10-K for the year
           ended December 31, 1999 (File 1-1225).

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

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

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


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

                                      IV-5
<PAGE>

  (10.36)* Deferred Compensation Plan, as amended to date, is
           incorporated by reference to Exhibit 10.37 of the Company's Annual
           Report on Form 10-K for the year ended December 31, 2003.

  (10.37)* Executive Retirement Plan is incorporated by reference to
           Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for
           the quarter ended June 30, 2004.

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

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

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

  (10.41)* 2002 Stock Incentive Plan is incorporated by reference to
           Appendix C of the Company's definitive Proxy Statement filed March
           20, 2002.

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

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

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

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

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

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

                                      IV-6
<PAGE>

  (10.47)* Form of Severance Agreement entered into between the Company and
           key employees that have not entered into the Severance Agreement in
           Exhibit 10.46.

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

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

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

  (10.51)* Summary Description of Performance Incentive Award Program.

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

  (13)     2004 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 Registered Public Accounting Firm,
           PricewaterhouseCoopers LLP, relating to their report dated March
           3, 2005, consenting to the incorporation thereof in the
           Registration Statements on Form S-3 (No. 33-45324, No. 33-57339,
           No. 333-108312, No. 333-111093 and No. 333-112450), and S-8 (No.
           2-96127, No. 33-24068, No. 33-41434, No. 33-53733, No. 33-55449,
           No. 33-45970, No. 33-14458, No. 33-50149, No. 33-55456, No.
           333-15509, No. 333-76939, No. 333-67008, No. 333-64154, No.
           333-59668, No. 333-89318, No. 333-98619 and No. 333-98623) by
           reference to the Form 10-K of the Company filed for the year ended
           December 31, 2004.

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

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

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

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


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

                                      IV-7
<PAGE>

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

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

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

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

  (99.4)   Joint Motion of Wyeth and Claims Facilitating Committee Pursuant
           to New Settlement Process to Approve Proposed Stay Procedure in
           Diet Drug Cases, together with supporting documentation, all as
           filed with the U.S. District Court for the Eastern District of
           Pennsylvania on January 18, 2005 is incorporated by reference to
           Exhibit 99.2 to the Company's Current Report on Form 8-K, dated
           January 19, 2005.

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

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

  (99.7)   Description of Amendment No. 1 to Amended and Restated Promotion
           Agreement, effective July 8, 2003, by and among the Company,
           Immunex Corporation and Amgen Inc. (filed as Exhibit 10.94 to
           Amgen's Annual Report on Form 10-K (File No. 1-2477) for the
           fiscal year ended December 31, 2003) is incorporated by reference
           to Exhibit 99.1 of the Company's Quarterly Report on Form 10-Q for
           the quarter ended June 30, 2004.

  (99.8)   Description of Amendment No. 2 to Amended and Restated Promotion
           Agreement, effective April 20, 2004, by and among the Company,
           Immunex Corporation and Amgen Inc. (filed as Exhibit 10.93 to
           Amgen's Amended Registration Statement on Form S-4/A (File No.
           333-114820) filed on June 29, 2004) is incorporated by reference
           to Exhibit 99.2 of the Company's Quarterly Report on Form 10-Q for
           the quarter ended June 30, 2004.

                                      IV-8
<PAGE>

    (b)    Reports on Form 8-K

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

           o    November 23, 2004 relating to amendments to the Company's
                By-Laws (item 5.03 and 9.01 disclosure).

           o    December 6, 2004 relating to labeling changes required by
                the United Kingdom for EFEXOR and EFEXOR XL products in the
                United Kingdom (items 8.01 and 9.01 disclosure).

           o    January 11, 2005 relating to the Company's diet drug
                litigation (items 1.01 and 9.01 disclosure).

           o    January 19, 2005 relating to the Company's diet drug
                litigation (items 7.01 and 9.01 disclosure).

           o    January 31, 2005 relating to furnishing the Company's
                earnings results for the 2004 fourth quarter and full year
                (items 2.02 and 9.01 disclosure).

           o    March 3, 2005 relating to departure of directors (item 5.02
                disclosure).

           o    March 9, 2005 relating to 2004 cash bonuses and 2005 base
                salaries and restricted stock awards for certain executive
                officers (item 1.01 disclosure).


                                      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.

                                      WYETH
                                      -----
                                  (Registrant)

March 11, 2005                    By /s/      Kenneth J. Martin
                                     ---------------------------------
                                              Kenneth J. Martin
                                           Executive Vice President
                                          and Chief Financial Officer

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

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

   Principal Executive Officer:

   /s/  Robert Essner                 Chairman of the Board,      March 11, 2005
   ---------------------------------  President and
        Robert Essner                 Chief Executive Officer



   Principal Financial Officer:

   /s/  Kenneth J. Martin             Executive Vice President    March 11, 2005
   ---------------------------------  and Chief Financial Officer
        Kenneth J. Martin


   Principal Accounting Officer:

   /s/  Paul J. Jones                 Vice President and          March 11, 2005
   ---------------------------------  Controller
        Paul J. Jones


   Directors:

   /s/  Clifford L. Alexander, Jr.    Director                    March 11, 2005
   ---------------------------------
        Clifford L. Alexander, Jr.


   /s/  Richard L. Carrion            Director                    March 11, 2005
   ---------------------------------
        Richard L. Carrion


   /s/  John D. Feerick               Director                    March 11, 2005
   ---------------------------------
        John D. Feerick


   /s/  Frances D. Fergusson, Ph.D.   Director                    March 11, 2005
   ---------------------------------
        Frances D. Fergusson, Ph.D.


   /s/  Robert S. Langer, Sc.D.       Director                    March 11, 2005
   ---------------------------------
        Robert S. Langer, Sc.D.

                                     IV-10
<PAGE>

   /s/  John P. Mascotte              Director                    March 11, 2005
   ---------------------------------
        John P. Mascotte


   /s/  Mary Lake Polan, M.D., Ph.D., Director                    March 11, 2005
   M.P.H.
   ---------------------------------
        Mary Lake Polan, M.D., Ph.D.,
   M.P.H.

   /s/  Ivan G. Seidenberg            Director                    March 11, 2005
   ---------------------------------
        Ivan G. Seidenberg


   /s/  Walter V. Shipley             Director                    March 11, 2005
   ---------------------------------
        Walter V. Shipley


                                      Director
   ---------------------------------
        John R. Torell III

                                     IV-11
<PAGE>


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


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

  (10.10)     Indemnity Agreement (relating to Consent Decree), dated as of
              September 29, 2000, by and between the Company and Bernard
              Poussot.

  (10.47)*    Form of Severance Agreement entered into between the Company and
              key employees that have not entered into the Severance Agreement
              in Exhibit 10.46.

  (10.51)*    Summary Description of Performance Incentive Award Program.

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

  (13)        2004 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 Registered Public Accounting Firm,
              PricewaterhouseCoopers LLP, relating to their report dated March
              3, 2005, consenting to the incorporation thereof in the
              Registration Statements on Form S-3 (No. 33-45324, No. 33-57339,
              No. 333-108312, No. 333-111093 and No. 333-112450), and S-8 (No.
              2-96127, No. 33-24068, No. 33-41434, No. 33-53733, No. 33-55449,
              No. 33-45970, No. 33-14458, No. 33-50149, No. 33-55456, No.
              333-15509, No. 333-76939, No. 333-67008, No. 333-64154, No.
              333-59668, No. 333-89318, No. 333-98619 and No. 333-98623) by
              reference to the Form 10-K of the Company filed for the year ended
              December 31, 2004.

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

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

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

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

  (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.