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

                                    FORM 10-K

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

For the fiscal year ended                             Commission file number
  December 31, 2001                                           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
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(Address of principal executive offices)                  (Zip Code)

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

                                                    Name of each exchange on
            Title of each class                         which registered
-----------------------------------------     ----------------------------------
$2 Convertible Preferred Stock, $2.50
par value                                           New York Stock Exchange
-----------------------------------------     ----------------------------------
Common Stock, $0.33 - 1/3 par value
  (including Preferred Stock Purchase
   Rights)                                          New York Stock Exchange
-----------------------------------------     ----------------------------------


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

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

<PAGE>


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

Aggregate market value at March 1, 2002                    $85,846,161,028

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, 2002
                                                           -------------

Common Stock, $0.33 - 1/3 par value                        1,323,765,012

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) 2001 Annual Report to Stockholders - In Parts I, II and IV
--------------------------------------------------------------
(2) Proxy Statement filed on March 20, 2002 - In Part III
---------------------------------------------------------

<PAGE>


                                     PART I
                                     ------

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

            General
            -------

            Wyeth, which on March 11, 2002 changed its name from American Home
            Products Corporation (the "Company"), a Delaware corporation
            organized in 1926, is currently engaged in the discovery,
            development, manufacture, distribution and sale of a diversified
            line of products in two primary businesses: Pharmaceuticals and
            Consumer Health Care. Pharmaceuticals include branded and generic
            human ethical pharmaceuticals, biologicals, nutritionals, and animal
            biologicals and pharmaceuticals. Principal products include women's
            health care products, neuroscience therapies, cardiovascular
            products, infant nutritionals, gastroenterology drugs,
            anti-infectives, vaccines, biopharmaceuticals, oncology therapies,
            musculoskeletal therapies, hemophilia treatments and immunological
            products. Principal animal health products include vaccines,
            pharmaceuticals, endectocides and growth implants. Consumer Health
            Care products include analgesics, cough/cold/allergy remedies,
            nutritional supplements, herbal products, and hemorrhoidal, antacid,
            asthma and other relief items sold over-the-counter.

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

            On December 17, 2001, Amgen Inc. and Immunex Corporation ("Immunex")
            signed a definitive agreement providing for Amgen to acquire Immunex
            in a merger transaction. Under the terms of the agreement, each
            share of Immunex common stock will be exchanged for 0.44 shares of
            Amgen common stock and cash of $4.50. As part of the agreement,
            Amgen will acquire the 41% ownership in Immunex held by Wyeth at
            December 31, 2001 for the same consideration per share, providing
            Wyeth with approximately $1.0 billion in cash and approximately an
            8% ownership in Amgen. Wyeth has agreed to vote its shares in favor
            of the transaction. The transaction is anticipated to close in the
            second half of 2002, subject to approval by shareholders of both
            companies, as well as customary regulatory approvals.

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

            On March 20, 2000, the Company signed a definitive agreement with
            BASF Aktiengesellschaft ("BASF") to sell the Cyanamid Agricultural
            Products business, which manufactures, distributes, and sells crop
            protection and pest control products worldwide. On June 30, 2000,
            the sale was completed and BASF paid the Company $3.8 billion in

                                       I-1
<PAGE>


            cash and assumed certain debt. The Company recorded an after-tax
            loss on the sale of this business of $1.573 billion and reflected
            this business as a discontinued operation in the 2000 first quarter.
            The loss on the sale was due primarily to a difference in the basis
            of the net assets sold for financial reporting purposes compared
            with the Company's basis in such net assets for tax purposes. This
            difference related, for the most part, to goodwill, which is not
            recognized for tax purposes. As a result, the transaction generated
            a taxable gain requiring the recording of a tax provision, in
            addition to a book loss related to a write-off of net assets in
            excess of the selling price.

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

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

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

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

            Additional information relating to Cyanamid Agricultural Products
            business disposition is set forth in Note 2 of the Notes to
            Consolidated Financial Statements in the Company's 2001 Annual
            Report to Stockholders and is incorporated herein by reference. Also
            included in Note 2 is additional information relating to the
            proposed acquisition of Immunex by Amgen and the sale of a portion
            of the Company's investment in Immunex common stock in 2000.

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

            Financial information, by operating segment, for the three years
            ended December 31, 2001 is set forth in Note 13 of the Notes to
            Consolidated Financial Statements in the Company's 2001 Annual
            Report to Stockholders and is incorporated herein by reference.

            The Company has three reportable segments: Pharmaceuticals, Consumer
            Health Care, and Corporate. The Company's Pharmaceuticals and
            Consumer Health Care reportable segments are strategic business
            units that offer different products and services. The reportable
            segments are managed separately because they manufacture, distribute
            and sell distinct products and provide services, which require
            various technologies and marketing strategies. The Company is not
            dependent on any single customer or major group of customers for its
            net revenue. The product designations appearing in differentiated
            type herein are trademarks.

                                       I-2
<PAGE>


            PHARMACEUTICALS SEGMENT

            The Pharmaceuticals segment manufactures, distributes, and sells
            branded and generic human ethical pharmaceuticals, biologicals,
            nutritionals, and animal biologicals and pharmaceuticals. These
            products are promoted and sold worldwide primarily to wholesalers,
            pharmacies, hospitals, physicians, retailers, veterinarians, and
            other human and animal health care institutions. Some of these sales
            are made to large buying groups representing certain of these
            customers. Principal product categories for human use and their
            respective products are: women's health care products including
            PREMARIN, PREMPRO, PREMPHASE, ALESSE and TRIPHASIL (marketed as
            TRINORDIOL internationally); neuroscience therapies including
            ATIVAN, EFFEXOR (marketed as EFEXOR internationally) and EFFEXOR XR;
            cardiovascular products including CORDARONE and CORDARONE I.V.;
            infant nutritionals including S26 and 2ND AGE PROMIL (international
            markets only); gastroenterology drugs including ZOTON (international
            markets only) and PROTONIX (U.S. market only); anti-infectives
            including MINOCIN and ZOSYN (marketed as TAZOCIN internationally);
            vaccines including PREVNAR (marketed as PREVENAR internationally);
            biopharmaceuticals; oncology therapies; musculoskeletal therapies
            including ENBREL (which, under an agreement, is co-promoted by Wyeth
            and Immunex in the United States and Canada with Wyeth having
            exclusive international rights to the product) and SYNVISC;
            hemophilia treatments including BENEFIX Coagulation Factor IX
            (Recombinant), REFACTO albumin-free formulated Factor VIII
            (Recombinant) and Factor VIII-full length recombinant; and
            immunological products. Principal animal health product categories
            include vaccines, pharmaceuticals, endectocides including CYDECTIN,
            and growth implants. The Company manufactures these products in the
            United States and Puerto Rico, and in 18 foreign countries.

            Accounting for more than 10% of consolidated net revenue in 2001,
            2000 and 1999, respectively, were sales of women's health care
            products, in the aggregate, of $2.8 billion, $2.7 billion and $2.6
            billion, and sales of the PREMARIN family of products individually,
            of $2.1 billion, $1.9 billion and $1.8 billion. In addition, sales
            of the EFFEXOR family of products, in the aggregate, of $1.5 billion
            accounted for more than 10% of consolidated net revenue in 2001.
            Except for the products noted above, no other single pharmaceutical
            product or category of products accounted for more than 10% of
            consolidated net revenue in 2001, 2000 or 1999.

            CONSUMER HEALTH CARE SEGMENT

            The Consumer Health Care segment manufactures, distributes and sells
            over-the-counter health care products. Principal consumer health
            care product categories and their respective products are:
            analgesics including ADVIL; cough/cold/allergy remedies including
            ROBITUSSIN and DIMETAPP; nutritional supplements including CENTRUM
            products, CALTRATE and SOLGAR products; herbal products and
            hemorrhoidal, antacid, asthma and other relief items including CHAP
            STICK. These products are generally sold to wholesalers and
            retailers and are promoted primarily to consumers worldwide through
            advertising. These products are manufactured in the United States
            and Puerto Rico, and in 11 foreign countries.

                                       I-3
<PAGE>


            No single consumer health care product or category of products
            accounted for more than 10% of consolidated net revenue in 2001,
            2000 or 1999.

            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, expenses, gains and losses related to the
            overall management of the Company which are not allocated to the
            other reportable segments. These items include special charges,
            interest expense and interest income, gains on the sales of
            investments and other corporate assets, including the sale of
            Immunex common stock, the termination fee received from the
            Warner-Lambert Company, certain litigation provisions, including the
            REDUX and PONDIMIN litigation charges, goodwill impairment and other
            miscellaneous items.

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

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

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

            Patent protection is 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 product
            formulations, processes for or intermediates useful in the
            manufacture of products, or the uses of products. 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 and
            its scope of coverage. The Company believes that its patents and
            licenses are important to its business, but no one patent or license
            (or group of related patents or licenses) currently is of material
            importance in relation to its business as a whole.

            Patent portfolios developed for products introduced by the Company
            normally provide market exclusivity. Patents are in effect for the
            following major products in the United States. SYNVISC, a visco
            supplementation for treatment of osteoarthritis of the knee, will
            have patent protection until at least 2010. The anti-infective ZOSYN
            will have patent protection until at least 2007. The tumor necrosis
            factor receptor (TNFR) ENBREL (which, under an agreement, is
            co-promoted by Wyeth and Immunex in the United States and Canada
            with Wyeth having exclusive international rights to the product),
            will have patent protection until at least 2014. The anti-depressant
            EFFEXOR has patent protection until at least 2007 and EFFEXOR XR has
            patent protection until at least 2017. PREMPRO, a combination
            estrogen and progestin product, will have patent protection until at
            least 2015. BENEFIX Coagulation Factor IX (Recombinant), a blood

                                       I-4
<PAGE>


            clotting factor for hemophilia B, will have patent protection until
            2011. REFACTO, a recombinant factor VIII product without human serum
            albumin, will have patent protection until 2010. PREVNAR, the
            Company's seven-valent pneumococcal conjugate vaccine has patent
            protection until 2004 and patent extension under the Hatch-Waxman
            Act has been applied for, which would extend exclusivity until 2007.
            PROTONIX, the Company's product for the short-term treatment of
            erosive esophagitis, is expected to have patent protection until
            2007, based on a pending Hatch-Waxman application.

            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: (i) later-granted patents on
            processes and intermediates related to the most economical method of
            manufacture of the active ingredient of such product; (ii) patents
            relating to the use of such product; (iii) patents relating to novel
            compositions and formulations; and (iv) in the United States, market
            exclusivity that may be available under federal law. 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 ingredient of the product and
            the requirements of new drug provisions of the Federal Food, Drug
            and Cosmetic Act or similar laws and regulations in other countries.

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

            Sales in the consumer health care business are largely supported by
            the Company's trademarks and brand names. These trademarks and brand
            names are a significant part of the Company's business and 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 fixed term and can be renewed
            indefinitely.

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

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

                                       I-5
<PAGE>


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

            PHARMACEUTICALS SEGMENT

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

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

                                       I-6
<PAGE>


            from the same natural source, and the Company currently cannot
            predict the timing or outcome of these or any other efforts.

            The Company has been experiencing inconsistent results on
            dissolution testing of certain dosage strengths of PREMARIN and is
            working with the FDA to resolve this issue. Until this issue is
            resolved, supply shortages of one or more dosage strengths may
            occur. Although these shortages may adversely affect PREMARIN sales
            in one or more accounting periods, the Company believes that, as a
            result of current adequate inventory levels and the Company's
            enhanced process controls, testing protocols and an ongoing
            formulation improvement project, overall PREMARIN family sales will
            not be significantly impacted.

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

            CONSUMER HEALTH CARE SEGMENT

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

            The growth of generic and store brands continued to impact some of
            the Company's consumer health care branded product line categories
            in 2001 and is expected to continue during 2002.

            GENERAL

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

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

            Worldwide research and development activities are focused on
            discovering, developing and bringing to market new products to treat
            and/or prevent some of the most serious health care problems.
            Research and development expenditures totaled approximately $1.870
            billion in 2001, $1.688 billion in 2000, and $1.588 billion in 1999
            with approximately 96%, 96%, and 95% of these expenditures in the
            pharmaceutical area in 2001, 2000 and 1999, respectively.

                                       I-7
<PAGE>


            The Company currently has 10 New Drug Applications and 25
            Supplemental Drug Applications filed with the FDA for review, and 94
            active Investigational New Drug Applications and one preliminary
            market approval application. During 2001, several major
            collaborative research and development arrangements were initiated
            or continued with other pharmaceutical and biotechnology companies.
            Additionally, the animal health business has 58 Veterinary Biologics
            License Applications awaiting approval by the U.S. Department of
            Agriculture ("USDA"), and one application for a new product awaiting
            approval by the U.S. Environmental Protection Agency ("EPA").
            Certain approvals outside the United States are also pending.

            During 2001, FDA approval was granted for PROTONIX I.V. intravenous
            formulation for short-term treatment of gastroesophageal reflux
            disease ("GERD") as an alternative to oral therapy in patients who
            are unable to take PROTONIX tablets, and for the treatment of
            pathological hypersecretion conditions associated with
            Zollinger-Ellison Syndrome, which is characterized by chronic peptic
            ulcers caused by an oversecretion of stomach acid, or other
            neoplastic conditions. In addition, the FDA approved PROTONIX
            tablets for such new indications as the maintenance of healing
            erosive esophagitis and the reduction in relapse rates of heartburn
            symptoms in patients with GERD. Also during 2001, the FDA approved
            an expanded indication for EFFEXOR XR for use in preventing the
            relapse and recurrence of depression. In January 2002, the FDA
            approved an expanded indication for ENBREL (which, under an
            agreement, is co-promoted by Wyeth and Immunex in the United States
            and Canada with Wyeth having exclusive international rights to the
            product) for the treatment of psoriatic arthritis. In addition, the
            European Commission approved ENBREL for the treatment of early
            rheumatoid arthritis in February 2002.

            Regulatory submissions were filed in 2001 for EFFEXOR XR in the
            United States for use in social anxiety disorder, ENBREL in Europe
            for the treatment of psoriatic arthritis, and rhBMP-2, a unique
            recombinant protein that stimulates bone growth to facilitate the
            healing of long bone fractures requiring open surgical management.

            Regulation
            ----------

            The Company's various health care products are subject to regulation
            by government agencies throughout the world. The primary emphasis of
            these requirements is to assure the safety and effectiveness of the
            Company's products. In the United States, the FDA, under the Federal
            Food, Drug and Cosmetic Act and the Public Health Service Act,
            regulates many of the Company's health care products, including
            human and animal pharmaceuticals, vaccines, consumer health care
            products and dietary supplements. The Federal Trade Commission
            ("FTC") has the authority to regulate the promotion and advertising
            of consumer health care products including over-the-counter drugs
            and dietary supplements. The USDA regulates the Company's domestic
            animal vaccine products. The FDA's enforcement powers include the
            imposition of criminal and civil sanctions against companies,
            including seizures of regulated products, and criminal sanctions
            against individuals. The FDA's enforcement powers also include its
            inspection of the numerous facilities operated by the Company. To
            facilitate compliance, the Company from time to time may institute
            voluntary compliance actions such as product recalls when it
            believes it is appropriate to do so. In addition, many states have
            similar regulatory requirements. Most of the Company's
            pharmaceutical products,

                                       I-8
<PAGE>


            and an increasing number of its consumer health care products,
            are regulated under the FDA's new drug approval processes, which
            mandate pre-market approval of all new drugs. Such processes
            require extensive time, testing and documentation for approval,
            resulting in significant costs for new product introductions. The
            Company's U.S. pharmaceutical business is also affected by the
            Controlled Substances Act, administered by the Drug Enforcement
            Administration, which regulates strictly all narcotic and
            habit-forming drug substances. In addition, in the international
            countries where the Company does business, it is subject to
            regulatory and legislative climates that, in many instances, are
            similar to or more restrictive than that described above. The
            Company devotes significant resources to dealing with the
            extensive federal, state and local regulatory requirements
            applicable to its products in the United States and
            internationally.

            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
            indications of new or currently marketed drugs, if certain agreed
            upon pediatric studies 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 other employees (including an executive officer of the
            Company) are subject to a consent decree entered into with the FDA
            in October 2000 following the seizure in June 2000 from the
            Company's distribution centers in Tennessee and Puerto Rico of a
            small quantity of certain of the Company's products manufactured at
            the Company's Marietta, Pennsylvania facility. The seizures were
            based on FDA allegations that products were not manufactured in
            accordance with current Good Manufacturing Practices. Prior to the
            seizure, the Company had ceased production at portions of the
            Marietta facility in order to implement process and facility
            improvements. The consent decree, which has been approved by the
            U.S. District Court for the Eastern District of Tennessee, does not
            represent an admission by the Company or the employees of any
            violation of the Federal Food, Drug and Cosmetic Act or its
            regulations. Under the consent decree, the Company paid $30 million
            to the U.S. government in 2000. 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 the process of obtaining
            verification of the Company's actions by the expert consultant. The
            verification process is subject to review by the FDA.

                                       I-9
<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 ("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
            5 of the Notes to Consolidated Financial Statements in the Company's
            2001 Annual Report to Stockholders and is incorporated herein by
            reference.

            Employees
            ---------

            At the end of 2001, the Company had 52,289 employees worldwide, with
            29,315 employed in the United States including Puerto Rico.
            Approximately 18% of worldwide employees are represented by various
            collective bargaining groups. Relations with most organized labor
            groups remain relatively stable.

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

            Financial information about U.S. and international operations for
            the three years ended December 31, 2001 is set forth in Note 13 of
            the Notes to Consolidated Financial Statements in the Company's 2001
            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 2001
            amounted to 36% 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-10
<PAGE>


            Financial Condition and Results of Operations in the Company's
            2001 Annual Report to Stockholders and is incorporated herein by
            reference.

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

            The Company's corporate headquarters and the headquarters of its
            domestic and international consumer health care business are located
            in Madison, New Jersey. The Company's domestic and international
            human ethical pharmaceutical operations are currently headquartered
            in leased facilities located in Radnor, Pennsylvania and owned
            facilities in Collegeville and Great Valley, Pennsylvania. The
            Radnor pharmaceutical research operations were moved to Collegeville
            in 2001, and most of the remaining pharmaceutical operations in
            Radnor are expected to move to Collegeville before the end of 2003.
            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 18 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,
            2001, 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 and Consumer Health Care:

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


               International:
               St. Laurent, Canada (M, R)
               Suzhou, China (M)
               Havant, England (M, R)

                                      I-11
<PAGE>


               Ghatkopar, India (M)
               Askeaton, Ireland (M, R)
               Newbridge, Ireland (M)
               Catania, Italy (M, R)
               Shiki, Japan (M, R)
               Vallejo, Mexico (M)
               Cabuyao, Philippines (M)
               Tuas, Singapore (M)
               Gerona, Spain (M, R)
               Hsin-Chu Hsien, Taiwan (M)

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

            The Company has pharmaceutical manufacturing facilities under
            construction in Grange Castle, Ireland. Further, the Company is
            working to support larger scale manufacturing in Andover,
            Massachusetts, St. Louis, Missouri and Carolina, Puerto Rico. In
            addition, the Company had a pharmaceutical manufacturing facility
            under construction in West Greenwich, Rhode Island at the end of
            2001, which was sold to Immunex in early 2002.

            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.

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

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

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

            The settlement is open to all REDUX or PONDIMIN users in the United
            States and offers a range of benefits depending on a participant's
            particular circumstances, including: a refund program for the cost
            of the drugs; medical screening; additional medical services or cash
            payments; and compensation in the event of serious heart valve
            problems. The settlement terms are reflected in a settlement

                                      I-12
<PAGE>


            agreement executed on November 19, 1999. (In Re Diet Drugs Products
            Liability Litigation, MDL No. 1203; Brown, et al. v. AHPC, No.
            99-20593, U.S.D.C., E.D. Pa.). The settlement covers all claims
            arising out of the use of REDUX or PONDIMIN except for claims of
            Primary Pulmonary Hypertension (PPH). Payments by Wyeth into the
            settlement funds will continue for approximately 16 years after
            final judicial approval if needed to provide settlement benefits to
            members of the class. In the aggregate, all payments under the
            settlement cannot exceed $3.75 billion in present value. Future
            payments will be made only as and if needed. The settlement states
            that it shall not be construed to be an admission or evidence of any
            liability or wrongdoing whatsoever by the Company or the truth of
            any of the claims alleged.

            Diet drug users choosing to opt out of the settlement class were
            required to do so by March 30, 2000. The Company has resolved the
            claims of the majority of these initial opt outs and continues to
            resolve the claims of the remaining individuals. The settlement
            agreement also gives class members who participate in the settlement
            the opportunity to opt out of the settlement at two later stages,
            although there are restrictions on the nature of claims they can
            pursue outside of the settlement. Class members who are diagnosed
            with certain levels of valvular regurgitation within a specified
            time frame can 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.

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

            The Company recorded an initial litigation charge of $4.75 billion,
            net of insurance, in connection with the REDUX and PONDIMIN
            litigation in 1999, an additional charge of $7.5 billion in 2000,
            and a third litigation charge of $950 million in the 2001 third
            quarter. The combination of these three charges represents the
            estimated total amount required to resolve all diet drug litigation,
            including anticipated funding requirements for the nationwide class
            action settlement, anticipated costs to resolve the claims of any
            members of the settlement class who in the future may exercise an
            intermediate or back-end opt out right, costs to resolve the claims
            of PPH claimants and initial opt out claimants, and administrative
            and litigation expenses.

                                      I-13
<PAGE>


            On April 3, 2001, a jury in Alice, Texas hearing the case of Lopez
            v. American Home Products Corporation, et al., No. 99-07-37723, 79th
            Judicial District Court, returned a verdict in favor of the
            plaintiff for $11.55 million in compensatory damages and $45 million
            in punitive damages for injuries allegedly sustained by the
            plaintiff due to her use of PONDIMIN. On July 10, 2001, the District
            Court entered a final judgment in the Lopez case, applying the Texas
            statutory cap on punitive damages and granting the plaintiff's
            request to voluntarily remit certain amounts awarded as compensatory
            damages. The final judgment included approximately $4.8 million in
            compensatory damages, $3.4 million in punitive damages and $1.0
            million in pre-judgment interest, for a total of $9.2 million. This
            judgment was subsequently vacated, the case dismissed with prejudice
            and the matter resolved.

            The Company has also been named as a defendant in a shareholder
            lawsuit arising out of the REDUX and PONDIMIN withdrawal. Grill
            v. Stafford, et al., (No. MRS-L-164-98, N.J. Sup. Ct., Morris
            Cty.), which was commenced on January 14, 1998, is a shareholder
            derivative action filed against the Company, certain directors, a
            former director and officer of the Company, and certain officers
            which seeks to recover any losses or damages sustained by the
            Company, as well as profits from the sale of stock by present and
            former officers and directors, as a result of alleged
            intentional, reckless or negligent breaches of fiduciary duty by
            the defendants. The complaint contains allegations that the
            defendants made material misstatements or omissions regarding
            alleged adverse events associated with REDUX and/or PONDIMIN (and
            in particular an alleged association between those two products
            and valvular heart disease), exposing the Company to liability
            for personal injury lawsuits and securities claims. The Grill
            action was stayed during the pendency of Oran, et al. v.
            Stafford, et al. (No.97-CV-4513 (NHP), U.S.D.C., D.N.J.), another
            shareholder lawsuit arising out of the REDUX and PONDIMIN
            withdrawal, which has since been dismissed for failure to state a
            claim. On August 28, 2001, the New Jersey Superior Court,
            Chancery Division, granted the Company's motion to dismiss the
            Grill case on the grounds that the plaintiffs had failed to make
            a demand on the Company's Board of Directors to pursue the
            litigation, as required by Delaware law, and dismissed
            plaintiffs' Amended Complaint without leave to replead.
            Plaintiffs have filed an appeal to the Appellate Division.

            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
            one of these cases, a motion to certify a statewide class of
            Louisiana NORPLANT users was granted during 2001. (Davis v. American
            Home Products Corporation, No. CDC 94-11684, Orleans Parish). The
            Company is pursuing an appeal of that decision. With the exception
            of the Louisiana class reported above, only approximately 4,245 of
            the approximately 50,000 NORPLANT plaintiffs have not settled their
            claims. The vast majority of the unsettled claimants are believed to
            be individuals who have abandoned their claims.

            The Company is a party to various lawsuits involving alleged
            injuries arising out of DURACT, the Company's non-narcotic
            analgesic pain reliever which was voluntarily withdrawn from the
            market. Two putative personal injury class actions are pending.
            Chimento, et al. v. Wyeth-Ayerst, et al., No. 85-437, Dist. Ct.,
            St. Bernard Parish, LA, seeks the certification of a class of
            Louisiana residents who were exposed to and who suffered injury

                                      I-14
<PAGE>


            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. Walent v. Wyeth-Ayerst Laboratories, a Division of
            American Home Products Corporation, et al., No. 00CH12660, Circ.
            Ct., Cook Cty., IL, seeks the certification of a nationwide class
            of individuals who were allegedly exposed to and suffered injury
            from DURACT. In addition to the foregoing, a class action seeking
            recovery of only economic damages had also been filed. Rivera, et
            al. v. Wyeth-Ayerst Laboratories Company, et al., No. G-00-345,
            U.S.D.C., S.D. Tex., sought economic damages and a refund of
            product purchase costs only in a class of individuals who
            ingested DURACT or paid for its use. No personal injuries were
            alleged among the Rivera class members. In December 2000, the
            Rivera case was certified as a class action. On February 15,
            2002, the United States Court of Appeals for the Fifth Circuit
            vacated the class certification and rendered judgment for the
            Company on the grounds that plaintiffs had not presented a
            justiciable claim or controversy. There are also a total of 27
            lawsuits pending involving former DURACT users alleging myriad
            injuries, from gastrointestinal upset and distress to liver
            transplant and death.

            A statewide class action had been filed in the Pennsylvania Court of
            Common Pleas, Delaware County, on behalf of a proposed nationwide
            class consisting of all persons who have been administered and paid
            for, in whole or in part, the Company's ROTASHIELD vaccine. (Lennon,
            et al. v. Wyeth-Ayerst, et al., No. 99-13101). The complaint alleged
            breach of contract, breach of warranty, unjust enrichment and
            violation of the Pennsylvania Unfair Trade Practices Act and sought
            minimum damages of $100 per class member plus treble damages and
            attorneys' fees. During 2000, the Lennon case was dismissed. On June
            14, 2001, the Pennsylvania Superior Court affirmed the dismissal of
            the case, and on December 17, 2001, the Pennsylvania Supreme Court
            denied plaintiffs' petition for leave to appeal.

            The Company has been named as a defendant in four lawsuits in
            which plaintiffs purport to represent a statewide class of health
            care workers who have been injured by needle and syringe devices
            manufactured by the Company's former Sherwood-Davis & Geck
            subsidiary. The complaints have been filed in New York (Benner v.
            AHPC, et al., 99 Civ. 4785 (WHP), U.S.D.C., S.D.N.Y.), Oklahoma
            (Palmer v. AHPC, et al., No. CJ-98-685, Dist. Ct., Sequoyah
            Cty.), Texas (Usrey v. Becton Dickinson, et al., No.
            342-173329-98, Dist. Ct., Tarrant Cty.), and South Carolina
            (Bales v. AHPC et al., No. 98-CP-40-4343, Circ. Ct., Richland
            Cty.) and all contain virtually identical allegations. Each names
            the Company, Becton Dickinson and Company, Sherwood's largest
            competitor, and Tyco International (U.S.) Inc., Sherwood's
            current corporate owner, as well as several distributors of
            medical devices. The complaints allege that the needle and
            syringe devices designed and manufactured by Sherwood are
            defective in that they expose healthcare workers to the risk of
            accidental needlesticks and the resultant possibility of
            acquiring blood-borne diseases. Each named plaintiff seeks to
            represent a statewide class of healthcare workers who have
            sustained a "contaminated" needlestick, reported the incident to
            their employer and have tested negative for a blood-borne
            disease. The complaints seek recovery for the costs of medical
            testing and treatment for the needlesticks, although plaintiffs
            in the New York case also seek emotional distress damages
            allegedly arising out of the fear of contracting a disease from
            the incidents. Similar actions brought in Alabama, California,
            New Jersey, Ohio, Pennsylvania and Florida have each been

                                      I-15
<PAGE>


            dismissed. The Company is being defended and indemnified in each
            of these cases by Tyco with respect to injuries alleged to have
            occurred after February 27, 1998, the date of the Company's
            divestiture of the business of Sherwood. The Company remains
            responsible for injuries occurring prior to that date and is
            defending and indemnifying Tyco for those injuries.

            In January 2000, the trial court in the Usrey matter certified a
            class of Texas healthcare workers who, during the period January 18,
            1997 to January 18, 2000, sustained a contaminated needle stick
            while using one of the defendants' products, reported the stick and
            tested negative for any blood-borne disease. In October 2001, the
            Texas Court of Appeals reversed the class certification order and
            remanded the case to the District Court for further proceedings. The
            cases pending in Oklahoma, South Carolina and Alabama remain
            dormant. No discovery has been undertaken in those matters and no
            class certification hearing dates have been set. Class certification
            discovery has taken place in the New York action and a class
            certification hearing took place on March 8, 2002. A decision on the
            New York class certification issue is expected later this year.

            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. The Company has
            since been named as a defendant in 348 lawsuits concerning the
            use of PPA in certain cough/cold products. Of these lawsuits, 332
            are individual product liability suits and 16 are class actions.
            Of the class action suits, seven are for personal injuries and
            the other nine allege economic injury caused by alleged
            misrepresentations regarding the risks involved with products
            containing PPA. Plaintiffs in the economic injury cases seek
            disgorgement or restitution of any moneys acquired by means of
            the alleged misrepresentation, as well as attorneys' fees. The
            Company has also received 56 claims of personal injury. All
            federal cases involving PPA claims have now been transferred to
            the United States District Court for the Western District of
            Washington before United States District Judge Barbara Jacobs
            Rothstein. (In re Phenylpropanolamine (PPA) Products Liability
            Litigation, MDL No. 1407). The Company expects that additional
            PPA cases may be filed in the future against it and the other
            companies that marketed PPA-containing products.

            The Company has been served with 22 lawsuits, nine 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 are Bailey, et al. v.
            Abbott Laboratories, et al., No. BC257277, Super. Ct., L.A. Cty.,
            CA (nationwide class for damages and injunctive relief); Duncan,
            et al. v. Abbott Laboratories, et al., No. 2001-035894, Super.
            Ct., Alameda Cty., CA, (nationwide class for damages and
            injunctive relief); Doherty, et al. v. Aventis Pasteur, et al.,
            No. 325082, Super. Ct., San Francisco Co., CA (nationwide class
            for medical monitoring, personal injuries and injunctive relief);
            Zielinski, et al. v. Abbott Laboratories, et al., No. BC263444,
            Super. Ct., L.A. Cty., CA (nationwide class for damages and
            injunctive relief); Demos, et al. v. Aventis Pasteur, et al., No.
            01-22544CA15, Cir. Ct., Dade Co., FL (nationwide class for
            medical monitoring, personal injuries and injunctive relief

                                      I-16
<PAGE>


            against future sales); Cyr, et al. v. Aventis Pasteur, Inc., et
            al., No. 01-C-663, Super. Ct., Hillsborough Co., NH (statewide
            class for personal injuries and injunctive relief); King, et al.
            v. Aventis Pasteur, Inc., No. 01-CV-1305, U.S.D.C., D. Ore.
            (nationwide class for personal injuries and injunctive relief);
            Mead v. Aventis Pasteur, Inc., et al., No. 01-CV-1402, U.S.D.C.,
            D. Ore. (nationwide class for medical monitoring); and Garcia, et
            al. v. Aventis Pasteur, Inc., et al., No. C02-168C, U.S.D.C.,
            W.D. Wash. (nationwide class for damages, medical monitoring and
            injunctive relief). The injunctive relief sought in the class
            actions includes both disgorgement of profits from the sale of
            the products and restitution. The Company expects that additional
            thimerosal cases may be filed in the future against it and the
            other companies that marketed thimerosal-containing products.

            On December 14, 2001, a putative class action was filed in the
            Superior Court of Washington for King County alleging breaches of
            fiduciary duty by the directors of Immunex (two of whom are
            executive officers of the Company), by the Company as Immunex's
            principal shareholder and by Immunex itself in connection with
            Immunex's negotiation of its merger agreement with Amgen. (Osher, et
            al. v. Immunex Corp., et al., No. 01-2-35162-1 SEA, Super Ct., King
            Cty., WA).  The complaint, filed prior to the announcement of the
            Immunex/Amgen merger agreement, alleges that the merger discussions
            between Immunex and Amgen had, as of the date of the complaint,
            "stalled" because the Company was favoring its own interests to the
            detriment of Immunex's public shareholders. Plaintiffs seek
            preliminary and permanent injunctive relief preventing defendants
            from consummating "any transaction which improperly favors the
            interest" of the Company.

            The Company has been named as a defendant in two lawsuits alleging
            Medicare fraud arising out of the alleged manipulation of the
            Average Wholesale Price (AWP) of Medicare Part B "Covered Drugs."
            The first case, Citizens for Consumer Justice, et al. v. Abbott
            Laboratories, Inc., et al., No. OICV-12257, U.S.D.C., E.D. Mass.,
            was filed in December 2001 by several consumer public interest
            groups and names as defendants the Company and 27 other
            pharmaceutical manufacturers. Each of the companies is alleged to
            have artificially inflated the AWP of its Medicare Covered Drugs.
            AWP is the price at which Medicare reimburses practitioners for
            drugs and the complaint alleges that it is often significantly
            higher than the actual price paid by the practitioner. Plaintiffs
            claim that their members who purchased Covered Drugs and paid a
            20% co-payment under the Medicare reimbursement rules were injured
            by the allegedly-inflated AWPs. The Complaint alleges that
            defendants have engaged in a civil conspiracy under the Racketeer
            Influenced and Corrupt Organizations Act (RICO) and also alleges
            violations of federal antitrust laws. The second suit, State of
            Montana, et al. v. Abbott Laboratories, Inc., et al., No.
            ADV-2002-155, Dist. Ct., Lewis and Clark Cty., MT, was filed in
            February 2002 and names the Company and 17 other pharmaceutical
            company defendants. The complaint alleges that the defendants have
            inflated both AWPs and Average Manufacturer's Prices (AMPs).  AMP
            is the basis for calculating Medicaid rebates to states to insure
            that they receive the manufacturer's "best price."  The Montana
            complaint seeks compensatory and punitive damages, civil penalties
            and injunctive relief.

            In September 2000, Duramed Pharmaceuticals, Inc., which markets a
            hormone replacement therapy drug called Cenestin(R), filed a
            complaint against the Company (Duramed Pharmaceuticals, Inc. v.
            Wyeth-Ayerst Laboratories, Inc., No.-C-1-00-735, U.S.D.C., W.D.
            Ohio), alleging that the Company violated the antitrust laws through

                                      I-17
<PAGE>


            the use of exclusive contracts and "disguised" exclusive contracts
            in the sale of PREMARIN to managed care organizations. Duramed also
            alleged that Wyeth-Ayerst misled the FDA in order to exclude
            competition to PREMARIN, but does not allege any violation of law
            with respect to such alleged practices. However, those allegations
            have been dismissed by the district court. The Company believes that
            its conduct was lawful and that its pricing practices do not violate
            the antitrust laws.

            Following the filing of the Duramed case, five putative class action
            lawsuits have been filed on behalf of "end-payors" (defined as the
            last persons and entities in the chain of distribution) and direct
            purchasers in federal district court in Ohio, New Jersey and
            California state court alleging that the Company violated federal
            and state antitrust laws through alleged exclusionary practices
            involving PREMARIN and the Company's contracts with managed care
            organizations and pharmacy benefit managers.  Ferrell, et al. v.
            Wyeth-Ayerst Laboratories, Inc., No. 1-01-CV-447 (W.D. Ohio); Forgue
            v. Wyeth-Ayerst Laboratories, Inc., et al., No. 1-01-CV-634 (S.D.
            Ohio); J.B.D.L. Corp. v. Wyeth-Ayerst Laboratories, Inc., et al.,
            No. C-1-01-704 (S.D. Ohio); McDermott v. Wyeth-Ayerst Laboratories,
            Inc., et al., No. 01-CV-4690 (D.N.J.); and Blevins v. Wyeth-Ayerst
            Laboratories, Inc., No. 324380 (San Francisco Superior Ct.).  The
            complaints seek injunctive relief, damages, and disgorgement of
            profits.  The Company believes that its contracts involving PREMARIN
            do not violate state or federal laws and the Company will vigorously
            defend these lawsuits.

            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.

            On July 7, 1997, plaintiffs were awarded $44 million in
            compensatory damages and $1 million in punitive damages in an
            action, which was commenced in U.S. District Court in August 1993
            (University of Colorado et al. v. American Cyanamid Company,
            Docket No. 93-K-1657, D. Col.). The plaintiffs had accused
            American Cyanamid Company ("Cyanamid") of misappropriating the
            invention of, and patenting as its own, the formula for the
            current MATERNA Multi-Vitamins. The complaint also contained
            allegations of conversion, fraud, misappropriation, wrongful
            naming of inventor, and copyright and patent infringement. The
            patent, whose ownership and inventorship is in dispute, was
            granted to Cyanamid in 1984. The Court had previously granted
            Cyanamid's summary judgment motions dismissing all counts for
            relief except for unjust enrichment and fraud, which were the
            issues tried before the court in a three-week bench trial in May
            1996. Although the plaintiffs had earlier been granted summary
            judgment of their copyright infringement claim, the court
            declined to award plaintiffs damages on that claim. Plaintiffs'
            post-trial motions seeking to increase the damages to
            approximately $111 million (allegedly representing Cyanamid's
            gross profit for 1982-1985 from the sale of the reformulated
            MATERNA product) and to recover approximately $800,000 of
            attorneys' fees was denied. In November 1999, the Court of
            Appeals affirmed in part and vacated in part the District Court's
            judgment, and remanded this case to the District Court for
            further proceedings. Under this ruling, the $45 million judgment
            against the Company was vacated. Following remand, the District
            Court has concluded that University of Colorado employees are the
            sole inventors of the disputed patent, a holding which will be
            appealed by Cyanamid. A trial on potential damages was held in
            March 2001

                                      I-18
<PAGE>


            and, in July 2001, the District Court awarded plaintiffs damages of
            approximately $24 million, together with pre-judgment interest,
            bringing the damages award to between approximately $45 million and
            $55 million. The Company has appealed the damages award to the U.S.
            Court of Appeals for the Federal Circuit.

            The Company is a party to a number of lawsuits brought on behalf of
            retail pharmacies and retail drug and grocery chains, which were
            filed in various federal and state courts against many
            pharmaceutical manufacturers and wholesalers. These cases allege
            that the Company and other defendants provided discriminatory price
            and promotional allowances to managed care organizations and others
            in violation of the Robinson-Patman Act and/or that the defendants
            engaged in collusive conduct related to the alleged discriminatory
            pricing in violation of the Sherman Antitrust Act as well as certain
            other violations of common law principles of unfair competition.
            These cases are similar to litigation previously settled by the
            Company, including a class action suit settled in 1996, In re Brand
            Name Prescription Drugs Antitrust Litigation (MDL 997 N.D. Ill.).
            The cases currently remaining against the Company in the brand name
            prescription drugs litigation are brought by certain retail
            pharmacies that opted out of the federal class action settlements.
            The Company believes that its pricing practices did not violate
            antitrust or other laws and is defending these cases.

            The Federal Trade Commission ("FTC") has accepted for public comment
            an agreement to settle the FTC's administrative complaint (In Re:
            Schering-Plough Corporation, et al., Docket No. 9297) regarding the
            Company's settlement of a patent infringement litigation with
            Schering-Plough Corporation ("Schering-Plough") relating to the
            Company's potential generic version of Schering-Plough's K-Dur
            potassium supplement product. Generally, the Company has agreed not
            to be a party to a settlement in a patent infringement matter in
            which an NDA holder agrees to provide anything of value to an
            alleged infringer and the infringer agrees to refrain from selling
            the drug for any period of time. However, the Company may enter such
            agreements in certain circumstances when the agreement has been
            approved by a court or the FTC. The settlement is not an admission
            of liability and was entered into to avoid the costs and risks of
            litigation.

            Following the filing of the administrative complaint by the FTC,
            numerous lawsuits were filed in federal and state courts alleging
            civil claims based on the same conduct alleged by the FTC.
            Approximately forty-three such lawsuits have been filed against the
            Company. Thirty-nine of these lawsuits are currently pending in
            federal court. Thirty-six of these federal cases have been
            consolidated as part of multidistrict federal litigation being
            conducted in the United States District Court for the District of
            New Jersey (In re K-Dur Antitrust Litigation, MDL 1419, D. N.J.).
            The remaining federal cases have been or will be coordinated as part
            of the multidistrict consolidated litigation. In three of these
            cases, plaintiffs allege to be direct purchasers of K-Dur, or claim
            to be assignees of direct purchasers of K-Dur. Some of these direct
            purchaser plaintiffs purport to bring class actions on behalf of
            direct purchasers of K-Dur nationwide. In forty cases, plaintiffs
            claim to be indirect purchasers or end-payors of K-Dur or to be
            bringing suit on behalf of such indirect purchasers; these indirect
            purchaser cases are brought as purported class actions on behalf of
            various groups of indirect purchasers. Some of these cases claim to
            be brought on behalf of indirect purchasers nationwide, while others
            of these cases purport to be brought on behalf of indirect
            purchasers from specified states or groups of states. One case is
            brought by the Commonwealth of Pennsylvania, through its Attorney

                                      I-19
<PAGE>


            General, on behalf of all persons, departments, agencies, and
            bureaus of the Commonwealth who purchased K-Dur or reimbursed such
            purchases.

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

            Based on these allegations, plaintiffs assert claims under federal
            and state antitrust laws, various other state statutes including
            unfair competition laws and consumer protection statutes, and under
            common law theories such as unjust enrichment. Plaintiffs seek
            various forms of relief including damages in excess of $100 million,
            treble damages, restitution, disgorgement, declaratory and
            injunctive relief, and attorneys' fees.

            The Company believes that its settlement of the patent infringement
            action with Schering-Plough did not violate any laws, including
            federal or state antitrust laws, and intends to vigorously defend
            these actions.

            In 1999, the Brazilian Administrative Economic Defense Agency
            ("SDE") and other government bodies initiated investigations of
            Laboratories Wyeth-Whitehall Ltda. and other pharmaceutical
            companies concerning possible violation of Brazilian competition
            laws. SDE alleges that the companies 1) sought to establish uniform
            commercial policies regarding wholesalers and 2) refused to sell
            product to wholesalers that distribute generic products manufactured
            by certain Brazilian pharmaceutical companies. Additionally,
            administrative investigations by SDE are looking at allegations that
            the Company and other pharmaceutical companies violated Brazilian
            antitrust and consumer protection laws by raising prices unlawfully.
            The Company has provided information to SDE and other government
            bodies.

            In 1999, an application from certain drug wholesalers alleging that
            the Company and certain other pharmaceutical companies violated
            South Africa's competition law by using a distributor owned by the
            companies. The Competition Commission subsequently filed a complaint
            with the Competition Tribunal alleging that certain practices by the
            jointly owned distribution company violated South Africa's
            competition law. Additionally, certain wholesalers filed a similar
            action. Generally, the complaints seek changes in distribution
            practices, certain structural changes in the joint distribution
            company, and civil penalties or damages.

            As discussed in Item I, the Company is a party to, or otherwise
            involved in, legal proceedings under CERCLA and similar state laws
            directed at the cleanup of various sites including 53 Superfund
            sites, including the Cyanamid-owned Bound Brook, N.J. site. The
            Company's potential liability varies greatly from site to site. For
            some sites, the potential liability is de minimis and, for others,
            the final costs of cleanup have not yet been determined. As
            assessments and cleanups proceed, these liabilities are reviewed
            periodically and are adjusted as additional information becomes
            available. Environmental liabilities are inherently unpredictable.

                                      I-20
<PAGE>


            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 53 Superfund sites exclude sites
            for which Cytec assumed full liability and agreed to indemnify
            Cyanamid but include certain sites for which there is shared
            responsibility between Cyanamid and Cytec. The Company has no reason
            to believe that it has any practical exposure to any of the
            liabilities against which Cytec has agreed to assume and indemnify
            Cyanamid.

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

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

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

            None.

                                      I-21
<PAGE>


EXECUTIVE OFFICERS OF THE REGISTRANT AS OF MARCH 15, 2002
---------------------------------------------------------


Each officer is elected to hold office until a successor is chosen or until
earlier removal or resignation. None of the executive officers is related to
another:
                                                                    Elected to
          Name           Age  Offices and Positions                   Office
          ----           ---  ---------------------                   ------

John R. Stafford         64   Chairman of the Board                 May 2001
                                 Chairman of Executive
                                 Committee,
                                 Ex officio Member of
                                 Management, Law/Regulatory
                                 Review, Operations, Human
                                 Resources and Benefits and
                                 Retirement Committees

   Business Experience:       1991 to May 2001, Chairman of the
                                 Board and Chief Executive
                                 Officer (President from May
                                 1981 to May 1990 and from
                                 February 1994 to July 2000)
                              May 2001 to date, Chairman of the
                                 Board

Robert Essner            54   President and Chief Executive          May 2001
                                 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 Global
                                 Pharmaceuticals
                              September 1997 to July 2000,
                                 Executive Vice President
                              July 2000 to May 2001, President
                                 and Chief Operating Officer
                              May 2001 to date, President and
                                 Chief Executive Officer

                                      I-22
<PAGE>


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

Louis L. Hoynes, Jr.     66   Executive Vice President and          July 2000
                                 General Counsel
                                 Member of Management,
                                 Law/Regulatory Review,
                                 Operations, Human Resources and
                                 Benefits and Retirement
                                 Committees

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

L. Patrick Gage, Ph.D.   59   Senior Vice President-                January 2001
                                 Science and Technology and
                                 President, Wyeth Research
                                 Member of Management,
                                 Law/Regulatory Review,
                                 Operations and Human Resources
                                 and Benefits Committees

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

                                      I-23
<PAGE>


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

Kenneth J. Martin        48   Senior Vice President and Chief      February 2000
                                 Financial Officer
                                 Member of Management,
                                 Law/Regulatory Review,
                                 Operations, Human Resources and
                                 Benefits and Retirement
                                 Committees

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

Bernard J. Poussot       50   Senior Vice President and             January 2001
                                 President,
                                 Wyeth Pharmaceuticals
                                 Member of Management,
                                 Law/Regulatory Review,
                                 Operations and Human Resources
                                 and Benefits Committees

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

                                      I-24
<PAGE>


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

Lawrence V. Stein        52   Senior Vice President and Deputy      June 2001
                                 General Counsel
                                 Member of Law/Regulatory Review
                                 and Operations 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 date, Senior Vice
                                 President
                                 and Deputy General Counsel

Paul J. Jones            56   Vice President and Comptroller        April 1995
                                 Member of Law/Regulatory Review
                                 and Operations Committees

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

Rene R. Lewin            55   Vice President - Human Resources      May 1994
                                 Member of Management,
                                 Law/Regulatory Review,
                                 Operations, Human Resources and
                                 Benefits and Retirement
                                 Committees

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

                                      I-25
<PAGE>


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

Marily H. Rhudy          54   Vice President - Public Affairs     September 1997
                                 Member of Management and
                                 Operations Committees

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

E. Thomas Corcoran       54   President, Fort Dodge Animal        September 1995
                                 Health Division
                                 Member of Management and
                                 Operations Committees

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

Ulf Wiinberg             43   President, Wyeth Consumer Healthcare February 2002
                                 Member of Management,
                                 Law/Regulatory Review,
                                 Operations, and Human Resources
                                 and Benefits Committees

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

Joseph M. Mahady         48   President, Wyeth Pharmaceuticals -  September 1997
                                 North America
                                 Member of Management and
                                 Operations Committees

   Business Experience:       September 1997 to date, President,
                                 Wyeth Pharmaceuticals - North
                                 America

                                      I-26
<PAGE>


                                     PART II
                                     -------

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

            The New York Stock Exchange is the principal market on which the
            Company's Common Stock is traded. Tables showing the high and low
            sales price for the Common Stock, as reported in the consolidated
            transaction reporting system, and the dividends paid per common
            share for each quarterly period during the past two years, as
            presented in Market Prices of Common Stock and Dividends on page 56
            of the Company's 2001 Annual Report to Stockholders, are
            incorporated herein by reference.

            There were 64,653 holders of record of the Company's Common Stock as
            of the close of business on March 1, 2002.

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 32 and 33 of
            the Company's 2001 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 57 through 66 of the
            Company's 2001 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 64 and 65 of the Company's 2001 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 34 through 54 of the Company's 2001
            Annual Report to Stockholders, the Report of Independent Public
            Accountants on page 55, and Quarterly Financial Data (Unaudited) on
            page 56, are incorporated herein by reference.

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

            On March 13, 2002, the Board of Directors of Wyeth, upon
            recommendation of the Audit Committee, made a determination not to
            engage Arthur Andersen LLP ("Andersen") as the Company's
            independent public accountants and engaged PricewaterhouseCoopers
            LLP ("PwC") to serve as the Company's independent public accountants

                                      II-1
<PAGE>


            for the fiscal year 2002. The appointment of PwC is subject to
            stockholder ratification at the Company's 2002 Annual Meeting of
            Stockholders scheduled to be held on April 25, 2002.

            Andersen's reports on the Company's consolidated financial
            statements for each of the years ended December 31, 2001 and 2000
            did not contain an adverse opinion or disclaimer of opinion, nor
            were they qualified or modified as to uncertainty, audit scope or
            accounting principles.

            During the years ended December 31, 2001 and 2000 and through the
            filing date of this Annual Report on Form 10-K, there were no
            disagreements with Andersen on any matter of accounting
            principles or practices, financial statement disclosure, or
            auditing scope or procedure which, if not resolved to Andersen's
            satisfaction, would have caused them to make reference to the
            subject matter in connection with their report on the Company's
            consolidated financial statements for such years; and there were
            no reportable events as defined in Item 304(a)(1)(v) of
            Regulation S-K.

            During the years ended December 31, 2001 and 2000 and through the
            filing date of this Annual Report on Form 10-K, the Company did not
            consult PwC with respect to the application of accounting principles
            to a specified transaction, either completed or proposed, or the
            type of audit opinion that might be rendered on the Company's
            consolidated financial statements, or any other matters or
            reportable events as set forth in Items 304(a)(2)(i) and (ii) of
            Regulation S-K.

            On March 18, 2002, the Company submitted a Current Report on Form
            8-K relating to the foregoing matter which is incorporated herein
            by reference. In conjunction with such Current Report on Form
            8-K, Andersen was provided with a copy of the disclosures
            relating to Andersen (which are identical to the disclosures set
            forth above) prior to such filing and Andersen provided a letter
            to the Securities and Exchange Commission, dated March 18, 2002,
            which was included as Exhibit 16 to such Current Report on Form
            8-K stating its agreement with the statements included therein.

                                      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 2 through 4 of a definitive proxy
            statement filed with the Securities and Exchange Commission on March
            20, 2002 ("the 2002 Proxy Statement").

     (b)    Information relating to the Company's executive officers as of March
            15, 2002 is furnished in Part I hereof under a separate unnumbered
            caption ("Executive Officers of the Registrant as of March 15,
            2002").

     (c)    Information relating to certain filing obligations of directors and
            executive officers of the Company under the federal securities laws
            set forth on page 5 of the 2002 Proxy Statement under the caption
            "Section 16(a) Beneficial Ownership Reporting Compliance" is
            incorporated herein by reference.

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

            Information relating to executive compensation is incorporated
            herein by reference to pages 8 through 16 (excluding the performance
            graph on page 13 and the Equity Compensation Plan Information
            included on page 14) of the 2002 Proxy Statement. Information with
            respect to compensation of directors is incorporated herein by
            reference to pages 4 and 5 of the 2002 Proxy Statement.

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

            Information relating to security ownership is incorporated herein by
            reference to pages 6 and 7 of the 2002 Proxy Statement.

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

            None.

                                     III-1
<PAGE>


                                     PART IV
                                     -------

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

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

            The following Consolidated Financial Statements, Notes to
            Consolidated Financial Statements and Report of Independent Public
            Accountants, included on pages 34 through 54 of the Company's 2001
            Annual Report to Stockholders, are incorporated herein by reference.

                                                                        Pages
                                                                        -----
            Consolidated Balance Sheets as of
            December 31, 2001 and 2000                                  34

            Consolidated Statements of Operations
            for the years ended December 31,
            2001, 2000 and 1999                                         35

            Consolidated Statements of Changes in
            Stockholders' Equity for the years ended
            December 31, 2001, 2000 and 1999                            36

            Consolidated Statements of Cash Flows
            for the years ended December 31, 2001,
            2000 and 1999                                               37

            Notes to Consolidated Financial Statements                  38-54

            Report of Independent Public Accountants                    55

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

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

                                                                        Pages
                                                                        -----
            Report of Independent Public Accountants on
            Supplemental Schedule                                       IV-8

            Schedule II - Valuation and Qualifying Accounts
            for the years ended December 31, 2001,
            2000 and 1999                                               IV-9

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

                                      IV-1
<PAGE>


ITEM 14.    (Continued)

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

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

     (3.1)    The Company's Restated Certificate of Incorporation as amended to
              date.

     (3.2)    The Company's By-Laws as amended to date.

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

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

     (4.3)    Amended and Restated Rights Agreement, dated as of January 8,
              2002, by and between the Company and The Bank of New York, as
              Rights Agent, with the form of Certificate of Designation attached
              as Exhibit A thereto and the form of Right Certificate attached as
              Exhibit B thereto is incorporated herein by reference to Exhibit
              4.1 of the Company's Form 8-A/A, Amendment No. 2, dated January 8,
              2002.

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

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

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

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

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

                                      IV-2
<PAGE>


     (10.5)   Second Amendment to the Purchase Agreement, by and among American
              Cyanamid Company, American Home Products Corporation, and BASF
              Aktiengesellschaft dated as of December 9, 2000 (Confidential
              Treatment Requested - confidential portions have been omitted and
              filed separately with the Commission).

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

     (10.7)   First Amendment to B Credit Agreement, dated as of August 4, 1995,
              among the Company, American Home Food Products, Inc., Sherwood
              Medical Company, A.H. Robins Company, Incorporated, the several
              banks and other financial institutions from time to time parties
              thereto and The Chase Manhattan Bank (successor to Chemical Bank),
              as agent for the lenders thereunder, is incorporated by reference
              to Exhibit 10.4 of the Company's Form 10-K for the year ended
              December 31, 1995 (File 1-1225).

     (10.8)   Second Amendment to B Credit Agreement, dated as of August 2,
              1996, among the Company, American Home Food Products, Inc.,
              Sherwood Medical Company, A.H. Robins Company, Incorporated, the
              several banks and other financial institutions from time to time
              parties thereto and The Chase Manhattan Bank (successor to
              Chemical Bank), as agent for the lenders thereunder, is
              incorporated by reference to Exhibit 10.6 of the Company's Form
              10-K for the year ended December 31, 1996 (File 1-1225).

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

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

     (10.11)  Credit Agreement, dated as of March 5, 2001, among the Company,
              the banks and other financial institutions from time to time
              parties thereto and The Chase Manhattan Bank, as administrative
              agent for the lenders thereto is incorporated herein by reference
              to Exhibit 10.9 of the Company's 10-K for the year ended December
              31, 2000.

     (10.12)  Credit Agreement, dated as of March 4, 2002, 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.

                                      IV-3
<PAGE>


     (10.13)* 1985 Stock Option Plan, as amended, is incorporated by reference
              to Exhibit 10.4 of the Company's Form 10-K for the year ended
              December 31, 1991 (File 1-1225).

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

     (10.15)* Amendment to the 1985 Stock Option Plan is incorporated by
              reference to Exhibit 10.12 of the Company's Form 10-K for the year
              ended December 31, 1996 (File 1-1225).

     (10.16)* 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).

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

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

     (10.19)* Amendment to 1990 Stock Incentive Plan.

     (10.20)* 1993 Stock Incentive Plan, as amended to date, is incorporated by
              reference to Appendix III of the Company's definitive Proxy
              Statement filed March 18, 1999.

     (10.21)* Amendment to 1993 Stock Incentive Plan.

     (10.22)* 1996 Stock Incentive Plan, as amended to date, is incorporated by
              reference to Appendix II of the Company's definitive Proxy
              Statement filed March 18, 1999.

     (10.23)* Amendment to 1996 Stock Incentive Plan.

     (10.24)* 1999 Stock Incentive Plan is incorporated by reference to Appendix
              I of the Company's definitive Proxy Statement filed March 18,
              1999.

     (10.25)* Amendment to 1999 Stock Incentive Plan.

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

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

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


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

                                      IV-4
<PAGE>


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

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

     (10.31)* Form of Restricted Stock Performance Award Agreement under the
              1996 Stock Incentive Plan and 1999 Stock Incentive Plan
              (Subsequent Award) is incorporated herein by reference to Exhibit
              10.25 of the Company's 10-K for the year ended December 31, 2000.

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

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

     (10.34)* 1994 Restricted Stock Plan for Non-Employee Directors, as amended
              to date, is incorporated by reference to Exhibit 10.3 of the
              Company's Form 10-Q for the quarter ended June 30, 2001.

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

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

     (10.37)* Savings Plan, as amended, to date.

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

     (10.39)* Directors' Deferral Plan is incorporated by reference to Exhibit
              10.4 of the Company's Form 10-Q for the quarter ended June 30,
              2001.

     (10.40)* Deferred Compensation Plan is incorporated by reference to Exhibit
              10.1 of the Company's Form 10-Q for the quarter ended June 30,
              2001.

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

     (10.42)* 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>


     (10.43)* Supplemental Employee Savings Plan as amended to date.

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

     (10.45)* 2002 Stock Incentive Plan is incorporated by reference to Appendix
              C of the Company's definitive Proxy Statement, filed March 20,
              2002.

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

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

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

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

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

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

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

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

     (10.54)* Union Savings Plan.

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


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

                                      IV-6
<PAGE>


     (13)     2001 Annual Report to Stockholders.  Such report, except for those
              portions thereof which are expressly incorporated by reference
              herein, is furnished solely for the information of the Commission
              and is not to be deemed "filed" as part of this filing.

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

     (21)     Subsidiaries of the Company.

     (23)     Consent of Independent Public Accountants relating to their report
              dated January 24, 2002, consenting to the incorporation thereof in
              Registration Statements on Form S-3 (File Nos. 33-45324 and
              33-57339), Form S-4 (File No. 333-59642) and on Form S-8 (File
              Nos. 2-96127, 33-24068, 33-41434, 33-53733, 33-55449, 33-45970,
              33-14458, 33-50149, 33-55456, 333-15509, 333-76939, 333-67008,
              333-64154 and 333-59668) by reference to the Form 10-K of the
              Company filed for the year ended December 31, 2001.

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

     (99.1)   Letter to the Securities and Exchange Commission regarding Arthur
              Andersen LLP (pursuant to Temporary Note 3T).

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

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

     (b)      Reports on Form 8-K

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

              o December 18, 2001 relating to the proposed merger between Amgen,
                Inc. and Immunex.

              o January 8, 2002 relating to an Amended and Restated Rights
                Agreement by and between the Company and The Bank of New York.

              o March 11, 2002 announcing the Company formally changed its name
                to Wyeth.

              o March 13, 2002 to file the Company's 2001 Annual Report to
                Stockholders.

              o March 18, 2002 relating to the change in the Company's
                independent public accountant.

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

                                      IV-7
<PAGE>


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



To the Board of Directors and Stockholders of Wyeth:


     We have audited in accordance with auditing standards generally accepted in
the United States, the consolidated financial statements included in Wyeth's
(formerly American Home Products Corporation - a Delaware Corporation) Annual
Report to Stockholders incorporated by reference in this Form 10-K, and have
issued our report thereon dated January 24, 2002. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The schedule
listed in the accompanying index is the responsibility of the Company's
management and is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic financial statements.
The schedule has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.



                               ARTHUR ANDERSEN LLP



New York, New York
January 24, 2002

                                      IV-8
<PAGE>

<TABLE>
                                       Wyeth and Subsidiaries
                           Schedule II - Valuation and Qualifying Accounts
                        For the Years Ended December 31, 2001, 2000 and 1999
                                       (Dollars in thousands)
<CAPTION>

          Column A                     Column B     Column C     Column C      Column D    Column E
                                                      1             2

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

Year ended 12/31/01:
Allowance for doubtful accounts        $ 114,003   $   17,257   $    -        $   31,960   $  99,300
Allowance for cash discounts              30,147      219,995        -           218,708      31,434
                                       ---------   ----------   -----------   ----------   ---------
Total accounts receivable allowances   $ 144,150   $  237,252   $    -        $  250,668   $ 130,734
                                       =========   ==========   ===========   ==========   =========

Allowance for deferred tax assets      $  51,153   $    -       $    -         $    1,571   $  49,582
                                       =========   ==========   ===========   ==========   =========

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

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

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

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

(A) Represents an increase to the beginning balance as a result of the
    consolidation of pharmaceutical operations in India and Japan, effective
    January 1, 2000, which were previously accounted for on an equity basis.
    Also, the beginning balance relating to Immunex, which was deconsolidated
    effective January 1, 2000, was excluded.
(B) Represents amounts used for the purposes for which the accounts were created
    and reversal of amounts no longer required.
(C) As a result of the sale of the Cyanamid Agricultural Products business on
    June 30, 2000, amounts for 1999 were restated, to reflect the business as a
    discontinued operation.

                                      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 28, 2002                         By /S/  Kenneth J. Martin
                                          -------------------------
                                               Kenneth J. Martin
                                               Senior Vice President
                                               and Chief Financial Officer

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

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

Principal Executive Officers:

/S/  John R. Stafford               Chairman of the Board         March 28, 2002
---------------------------------
     John R. Stafford

/S/  Robert Essner                  President                     March 28, 2002
---------------------------------
     Robert Essner                  and Chief Executive Officer

Principal Financial Officer:

/S/  Kenneth J. Martin              Senior Vice President         March 28, 2002
---------------------------------
     Kenneth J. Martin              and Chief Financial Officer

Principal Accounting Officer:

/S/  Paul J. Jones                  Vice President and            March 28, 2002
---------------------------------
     Paul J. Jones                  Comptroller

Directors:

/S/  Clifford L. Alexander, Jr.     Director                      March 28, 2002
---------------------------------
     Clifford L. Alexander, Jr.

/S/  Frank A. Bennack, Jr.          Director                      March 28, 2002
---------------------------------
     Frank A. Bennack, Jr.

/S/  Richard L. Carrion             Director                      March 28, 2002
---------------------------------
     Richard L. Carrion

/S/  John D. Feerick                Director                      March 28, 2002
---------------------------------
     John D. Feerick

                                      IV-10
<PAGE>


/S/  John P. Mascotte               Director                      March 28, 2002
---------------------------------
     John P. Mascotte

/S/  Mary Lake Polan, M.D., Ph.D.   Director                      March 28, 2002
---------------------------------
     Mary Lake Polan, M.D., Ph.D.

/S/  Ivan G. Seidenberg             Director                      March 28, 2002
---------------------------------
     Ivan G. Seidenberg

/S/  Walter V. Shipley              Director                      March 28, 2002
---------------------------------
     Walter V. Shipley

/S/  John R. Torell III             Director                      March 28, 2002
---------------------------------
     John R. Torell III

                                     IV-11
<PAGE>


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


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

     (3.1)    The Company's Restated Certificate of Incorporation as amended to
              date.

     (3.2)    The Company's By-laws as amended to date.

     (10.12)  Credit Agreement, dated as of March 4, 2002, among the Company,
              the banks and other financial institutions from time to time
              parties thereto and JPMorgan Chase Bank, as administrative agent
              for the lenders thereto.

     (10.19)* Amendment to 1990 Stock Incentive Plan.

     (10.21)* Amendment to 1993 Stock Incentive Plan.

     (10.23)* Amendment to 1996 Stock Incentive Plan.

     (10.25)* Amendment to 1999 Stock Incentive Plan.

     (10.37)* Savings Plan, as amended to date.

     (10.43)* Supplemental Employee Savings Plan as amended to date.

     (10.54)* Union Savings Plan.

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

     (13)     2001 Annual Report to Stockholders. Such report, except for those
              portions thereof which are expressly incorporated by reference
              herein, is furnished solely for the information of the Commission
              and is not to be deemed "filed" as part of this filing.

     (21)     Subsidiaries of the Company.

     (23)     Consent of Independent Public Accountants relating to their report
              dated January 24, 2002, consenting to the incorporation thereof in
              Registration Statements on Form S-3 (File Nos. 33-45324 and
              33-57339), Form S-4 (File No. 333-59642) and on Form S-8 (File
              Nos. 2-96127, 33-24068, 33-41434, 33-53733, 33-55449, 33-45970,
              33-14458, 33-50149, 33-55456, 333-15509, 333-76939, 333-67008,
              333-64154 and 333-59668) by reference to the Form 10-K of the
              Company filed for the year ended December 31, 2001.

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

     (99.1)   Letter to the Securities and Exchange Commission regarding Arthur
              Andersen LLP (pursuant to Temporary Note 3T).


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

<PAGE>