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, 2002                                         1-1225
    -----------------                                         ------

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

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

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

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

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

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


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

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

<PAGE>

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

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

Aggregate market value at June 30, 2002                     $67,830,556,262

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 3, 2003
                                                            -------------

Common Stock, $0.33 - 1/3 par value                         1,326,558,410

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) 2002 Annual Report to Stockholders - In Parts I, II and IV
--------------------------------------------------------------
(2) Proxy Statement filed on March 18, 2003 - In Part III
---------------------------------------------------------

<PAGE>

                                     PART I
                                     ------

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

            General
            -------

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

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

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

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

                                      I-1
<PAGE>

            On June 30, 2000, the Company completed the sale of its Cyanamid
            Agricultural Products business, a manufacturer, distributor, and
            seller of crop protection and pest control products worldwide, to
            BASF Aktiengesellschaft ("BASF") for $3.8 billion in cash and the
            assumption of certain debt. The Company recorded an after-tax loss
            on the sale of this business and reflected this business as a
            discontinued operation in the 2000 first quarter. The loss on the
            sale was determined based on the difference in the book value of the
            net assets sold compared with the price received for these net
            assets. The sale of the Cyanamid Agricultural Products business
            produced a gain for tax purposes and a loss for book purposes, as
            the Company did not get a step-up in cost basis for tax purposes.
            This divergence, primarily caused by goodwill, was included in the
            basis for book purposes but was not included in the basis for tax
            purposes. The lower tax basis created a taxable gain that required a
            tax provision of approximately $855.2 million. This tax provision
            was combined with the pre-tax book loss of approximately $717.8
            million for a total after-tax loss on the sale of the business of
            $1,573.0 million.

            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.

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

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

            Financial information, by reportable segment, for each of the three
            years ended December 31, 2002 is set forth in Note 15 of the Notes
            to Consolidated Financial Statements in the Company's 2002 Annual
            Report to Stockholders and is incorporated herein by reference.

            The Company has three reportable segments: Pharmaceuticals, Consumer
            Healthcare, and Corporate. The Company's Pharmaceuticals and
            Consumer Healthcare 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 sells its
            diversified line of products to wholesalers, pharmacies, hospitals,
            physicians, retailers and other health care institutions located in
            various markets in more than 140 countries throughout the world.
            Wholesale distributors and large retail establishments account for a
            large portion of the Company's trade receivables and consolidated
            net revenue, especially in the United States. The Company's top
            three

                                      I-2
<PAGE>

            customers in the United States accounted for 25% of the Company's
            consolidated net revenue in 2002, as is typical in the
            pharmaceutical industry. In light of this concentration, the
            Company continuously monitors the creditworthiness of its
            customers and has established internal policies regarding
            customer credit limits. The product designations appearing in
            differentiated type herein are trademarks.

            PHARMACEUTICALS SEGMENT

            The Pharmaceuticals segment manufactures, distributes, and sells
            branded 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, and TRIPHASIL (marketed as TRINORDIOL
            internationally); neuroscience therapies including ATIVAN, EFFEXOR
            (marketed as EFEXOR internationally) and EFFEXOR XR; cardiovascular
            products including ALTACE and INDERAL: nutritionals including S26,
            2ND AGE PROMIL and 3RD AGE PROGRESS (international markets only);
            gastroenterology drugs including ZOTON (international markets only)
            and PROTONIX (U.S. market only); anti-infectives including MINOCIN
            and ZOSYN (marketed as TAZOCIN internationally); vaccines including
            PREVNAR (marketed as PREVENAR internationally); oncology therapies;
            musculoskeletal therapies including ENBREL (which, under an
            agreement, is co-promoted by Wyeth and Amgen 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) and REFACTO albumin-free
            formulated Factor VIII (Recombinant); and immunological products
            including RAPAMUNE. Principal animal health product categories
            include pharmaceuticals, vaccines including WEST NILE - INNOVATOR
            and 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 2002,
            2001 and 2000, were sales of women's health care products totaling
            $2.5 billion, $2.8 billion and $2.7 billion, respectively, which
            includes sales of the PREMARIN family of products of $1.9 billion,
            $2.1 billion and $1.9 billion, respectively. In addition, aggregate
            sales of the EFFEXOR family of products of $2.1 billion and $1.5
            billion accounted for more than 10% of consolidated net revenue in
            2002 and 2001, respectively. Except as noted above, no other single
            pharmaceutical product or category of products accounted for more
            than 10% of consolidated net revenue in 2002, 2001 or 2000.

            CONSUMER HEALTHCARE SEGMENT

            The Consumer Healthcare segment manufactures, distributes and sells
            over-the-counter health care products. Principal consumer healthcare
            product categories and their respective products are: analgesics
            including ADVIL; cough/cold/allergy remedies

                                   I-3
<PAGE>

            including ALAVERT, ROBITUSSIN and DIMETAPP; nutritional
            supplements including CENTRUM products, CALTRATE and SOLGAR
            products; 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.

            No single consumer healthcare product or category of products
            accounted for more than 10% of consolidated net revenue in 2002,
            2001 or 2000.

            CORPORATE SEGMENT

            Corporate is responsible for the treasury, tax and legal operations
            of the Company's businesses and maintains and/or incurs certain
            assets, liabilities, income, expenses, gains and losses related to
            the overall management of the Company which are not allocated to the
            other reportable segments. These items include interest expense and
            interest income, gains on the sales of investments and other
            corporate assets, other miscellaneous items, and unusual items,
            including: gains relating to Immunex/Amgen common stock
            transactions, the Warner-Lambert Company termination fee, certain
            litigation provisions, including the REDUX and PONDIMIN litigation
            charges, goodwill impairments, if any and any special charges. See
            Note 15 of the Notes to Consolidated Financial Statements in the
            Company's 2002 Annual Report to Stockholders for corporate segment
            information as well as additional disclosure relating to the unusual
            items listed above.

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

            Generally, raw materials and packaging supplies are purchased in the
            open market from various outside vendors. The loss of any one source
            of supply would not have a material adverse effect on the Company's
            future results of operations. However, finished dosage forms of
            SYNVISC and PROTONIX are in each case produced by a single
            third-party manufacturer, and raw materials for ZOTON, ZOSYN and
            oral contraceptives are sourced from sole third-party suppliers.

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

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

                                      I-4
<PAGE>

            uses, formulations, or processes do not preclude other manufacturers
            from employing alternative processes or from marketing alternative
            products or formulations that might successfully compete with our
            patented products.

            Patent portfolios developed for products introduced by the Company
            normally provide market exclusivity. The Company considers patent
            protection for certain products, processes, and uses to be important
            to its operations. For many of its products, in addition to compound
            patent protection, the Company holds other patents on manufacturing
            processes, formulations, or uses that may extend exclusivity beyond
            the expiration of the compound patent. Patents are in effect for the
            following major products in the United States. SYNVISC, a visco
            supplementation for treatment of osteoarthritis of the knee, has
            patent protection until at least 2010. The anti-infective ZOSYN has
            patent protection until at least 2007. ENBREL (which, under an
            agreement, is co-promoted by Wyeth and Amgen in the United States
            and Canada with Wyeth having exclusive international rights to the
            product) has patent protection until at least 2014. The
            anti-depressant EFFEXOR and EFFEXOR XR have patent protection until
            at least 2008 (Refer herein for discussion of Abbreviated New Drug
            Application ("ANDA") filing being submitted by a generic competitor
            relating to EFFEXOR XR). PREMPRO, a combination estrogen and
            progestin product, has patent protection until at least 2015.
            BENEFIX Coagulation Factor IX (Recombinant), a blood-clotting factor
            for hemophilia B, has patent protection until at least 2011.
            REFACTO, a recombinant Factor VIII product without human serum
            albumin, has patent protection until at least 2010. PREVNAR, the
            Company's seven-valent pneumococcal conjugate vaccine has patent
            protection until at least 2004 and patent extension under the
            Hatch-Waxman Act has been applied for, which would extend
            exclusivity until 2007. PROTONIX, the Company's product for the
            short-term treatment of erosive esophagitis, is expected to have
            patent protection until 2010, 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: later-expiring patents on processes
            and intermediates (for example, those related to economical methods
            of manufacture of the active ingredient of such product), patents
            relating to the use of products, patents relating to novel
            compositions and formulations; manufacturing trade secrets;
            trademark use; and marketing exclusivity that may be available under
            pharmaceutical regulatory laws. The effect of product patent
            expiration also depends upon many other factors such as the nature
            of the market and the position of the product in it, the growth of
            the market, the complexities and economics of the process for
            manufacture of the active 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

                                      I-5
<PAGE>

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

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

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

            The Company has filed a suit against Teva Pharmaceuticals, USA
            ("Teva") alleging that the filing of an ANDA by Teva seeking FDA
            approval to market 37.5 mg, 75 mg and 150 mg Venlafaxine HCl
            Extended-Release Capsules infringes certain of the Company's
            patents. Venlafaxine is the generic name for EFFEXOR XR. This matter
            is more fully described in Item 3. Legal Proceedings, which
            discussion is incorporated herein by reference.

                                      I-6
<PAGE>

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

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

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

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

            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 competitors within both the global human
            ethical pharmaceutical and global animal health industries.

            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

                                      I-7
<PAGE>

            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 and/or
            different progestins than those found in PREMPRO and PREMPHASE,
            utilizing various forms of delivery and having one or more of the
            same indications also have 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 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 from the same natural source, and the
            Company currently cannot predict the timing or outcome of these
            or any other efforts.

            The Company continues to experience inconsistent results on
            dissolution testing of certain dosage forms 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
            continue to occur. Although these shortages may adversely affect
            PREMARIN sales in one or more accounting periods, the Company
            believes that, as a result of current inventory levels and the
            Company's enhanced process controls, testing protocols and the
            ongoing formulation improvement project, as well as reduced demand,
            overall PREMARIN family sales will not be significantly impacted by
            the dissolution issues.

            The marketing exclusivity for CORDARONE I.V. ended on October 11,
            2002, and, accordingly, sales of CORDARONE I.V. materially decreased
            due to the subsequent introduction of several generic products,
            several of which have been approved by the FDA. CORDARONE I.V. had
            net sales of $265 million during the year ended December 31, 2002.

            Market demand for ENBREL is strong; however the sales growth had
            been constrained by limits on the existing source of supply. In
            December 2002, the retrofitted Rhode Island facility owned by Amgen
            was completed and manufacturing production was approved by the FDA.
            Consequently, manufacturing capacity for ENBREL has since increased
            significantly. Market demand is expected to continue to grow and
            additional manufacturing supply is projected to be required. In
            April 2002, Immunex (prior to being

                                      I-8
<PAGE>

            acquired by Amgen) announced it entered into a manufacturing
            agreement with Genentech, Inc. to produce ENBREL beginning in
            2004, subject to FDA approval. The current plan for the longer
            term includes an additional manufacturing facility, which is
            being constructed by the Company in Ireland and expansion of the
            Rhode Island facility, both of which are expected to be completed
            during 2005.

            Sales of PREVNAR have been affected by manufacturing related
            constraints on product availability. The Company is continuing to
            implement manufacturing improvements and has allocated additional
            personnel and equipment to increase the production of PREVNAR.
            Additional manufacturing capacity, principally in fill/finish
            capacity, will also become available in 2003 and beyond. While the
            Company's efforts are expected to significantly increase the
            available supply for the market in 2003; the manufacturing processes
            for this product are very complex, and there can be no assurance
            that unanticipated manufacturing-related difficulties will not
            constrain PREVNAR sales in 2003 or beyond.

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

            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 HEALTHCARE SEGMENT

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

            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. During
            2002, several major collaborative research and

                                      I-9
<PAGE>

            development arrangements were initiated or continued with other
            pharmaceutical and biotechnology companies. Research and
            development expenditures totaled approximately $2.080 billion in
            2002, $1.870 billion in 2001 and $1.688 billion in 2000 with
            approximately 95%, 96% and 96% of these expenditures in the
            pharmaceutical area in 2002, 2001 and 2000, respectively.

            At December 31, 2002, the Company's significant new product
            opportunities included 4 New Drug Applications, one preliminary
            market approval application and one biologics license application
            filed with the FDA for review, and 61 active Investigational New
            Drug Applications. Additionally, the Company has filed 9
            Supplemental Drug Applications seeking approval for significant new
            uses of existing products.

            During 2002, FDA approval was granted for PROTONIX Delayed-Release
            tablets for the long-term treatment of pathological hypersecretory
            conditions, including Zollinger-Ellison Syndrome. Also during 2002,
            the European Commission approved INDUCTOS (rhBMP-2/ACS) (which,
            under an agreement, is co-developed and promoted by Wyeth and
            Yamanouchi Europe, B.V.), which consists of a unique recombinant
            protein that stimulates bone growth to facilitate the healing of
            long-bone fractures requiring open surgical management. The European
            Commission also approved ENBREL for the treatment of psoriatic
            arthritis in December 2002. In February 2003, FDA approval was
            granted for EFFEXOR XR for the treatment of patients with social
            anxiety disorder and in March 2003 a new lower dose form of PREMPRO
            was approved for postmenopausal symptomatic women. Additionally, in
            December 2002, the FDA approved ALAVERT, the first over-the-counter
            non-sedating antihistamine competitor to Claritin(R).

            In November 2002, the Orthopedic and Rehabilitation Panel of the FDA
            Medical Devices Advisory Committee recommended that the FDA approve
            rhBMP-2, to be applied to an absorbable collagen sponge ("ACS") to
            treat open long-bone fractures. In addition, the FDA's Vaccines and
            Related Biological Products Advisory Committee recommended that the
            FDA approve FLUMIST to prevent influenza in healthy children,
            adolescents and adults ages 5 through 49.

            Regulation
            ----------

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

                                      I-10
<PAGE>

            time may institute voluntary compliance actions such as product
            recalls when it believes it is appropriate to do so. In addition,
            many states have similar regulatory requirements. Most of the
            Company's pharmaceutical products, and an increasing number of
            its consumer healthcare 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 countries where the Company does business
            outside the United States, it is subject to regulatory and
            legislative climates that, in many instances, are similar to or
            more restrictive than that described above. The Company devotes
            significant resources to dealing with the extensive federal,
            state and local regulatory requirements applicable to its
            products in the United States and internationally.

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

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

            The Company's Wyeth Pharmaceutical division, a related subsidiary
            and certain employees (including an executive officer of the
            Company) are subject to a consent decree entered into with the FDA
            in October 2000 following the seizure in June 2000 from the
            Company's distribution centers in Tennessee and Puerto Rico of a
            small quantity of certain of the Company's products manufactured at
            the Company's Marietta, Pennsylvania facility. The seizures were
            based on FDA allegations that products were not manufactured in
            accordance with current Good Manufacturing Practices. 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

                                      I-11
<PAGE>

            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.

            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
            7 of the Notes to Consolidated Financial Statements in the Company's
            2002 Annual Report to Stockholders and is incorporated herein by
            reference.

            Employees
            ---------

            At the end of 2002, the Company had 52,762 employees worldwide, with
            29,361 employed in the United States including Puerto Rico.
            Approximately 16% 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 domestic and international operations
            for each of the three years ended December 31, 2002 is set forth in
            Note 15 of the Notes to Consolidated Financial Statements in the
            Company's 2002 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 2002
            amounted to 37% of the Company's total worldwide net revenue.

                                      I-12
<PAGE>

            The Company's international businesses are subject to risks of
            currency fluctuations, governmental actions and other governmental
            proceedings, which are inherent in conducting business outside of
            the United States. The Company does not regard these factors as
            deterrents to maintaining or expanding its non-U.S. operations.
            Additional information about international operations is set forth
            under the caption "Quantitative and Qualitative Disclosures about
            Market Risk" in Management's Discussion and Analysis of Financial
            Condition and Results of Operations in the Company's 2002 Annual
            Report to Stockholders and is incorporated herein by reference.

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

            The annual report on Form 10-K and all other Company periodic
            reports (including quarterly reports on Form 10-Q, current reports
            on Form 8-K and all amendments thereto) are available promptly after
            filing with the Securities and Exchange Commission on the Company's
            internet website (www.wyeth.com) without charge.

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

            The Company's corporate headquarters and the headquarters of its
            consumer healthcare business are located in Madison, New Jersey. The
            Company's 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. Radnor pharmaceutical operations are
            expected to move to Collegeville in 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,
            2002, 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 Healthcare:

               United States:
               Charles City, Iowa (M)
               Fort Dodge, Iowa (M, R)
               Andover, Massachusetts (M, R)
               Cambridge, Massachusetts (R)
               St. Louis, Missouri (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)


                                      I-13
<PAGE>

               Collegeville, Pennsylvania (R)
               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)
               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 healthcare facilities.

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

            The Company believes that its properties are 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, but preliminary, information
            provided to the Company on September 12,

                                      I-14
<PAGE>

            1997 by the FDA regarding heart valve abnormalities in patients
            using these medications. The Company estimates that approximately
            5.8 million people used these medications in the U.S.

            The settlement is open to all PONDIMIN (which in combination with
            phentermine, a product that was not manufactured, distributed or
            sold by the Company, was commonly referred to as "fen-phen") and
            REDUX 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 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
            until 2018, 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 all but a small percentage of these initial opt outs and
            continues to work toward resolving those that remain. As originally
            designed, 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. In March 2003, the Court
            approved a Sixth Amendment to the settlement agreement, discussed
            below, which provides certain class members with an additional
            limited opt out right.

            On November 23, 1999, United States District Judge Louis C. Bechtle,
            the judge then overseeing the federal MDL litigation in
            Philadelphia, granted preliminary approval of the settlement and
            directed that notice of the settlement terms be provided to class
            members. The notice program began in December 1999. On August 28,
            2000, Judge Bechtle issued an order approving the settlement. On
            August 15, 2001, the United States Court of Appeals for 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.

                                      I-15
<PAGE>

            On January 18, 2002, as collateral for the Company's financial
            obligations under the settlement, the Company established a security
            fund in the amount of $370 million. In April 2002, pursuant to an
            agreement among the Company, class counsel and representatives of
            the settlement trust, an additional $45 million (later reduced to
            $35 million) was added to the security fund, bringing the total
            amount in the security fund to $405 million.

            Under the terms of the nationwide class action settlement, the
            period during which class members could register to receive a
            screening echocardiogram from the settlement trust ended on August
            2, 2002. Those echocardiograms must be completed by July 3, 2003,
            unless that date is further extended by the court. Class members
            whose trust-supplied echocardiograms demonstrate FDA-positive levels
            of heart valve regurgitation (mild or greater aortic valve
            regurgitation or moderate or greater mitral valve regurgitation)
            will have 120 days to elect either to remain in the settlement or to
            withdraw from the settlement and proceed as an intermediate opt out
            (with specific rights and limitations defined in the settlement).
            Class members who chose to obtain their own echocardiogram outside
            of the settlement were required to have completed those
            echocardiograms by January 3, 2003; the date by which any of those
            class members whose echocardiograms show FDA-positive levels of
            regurgitation must make such an election is May 3, 2003.

            As originally designed, the settlement was comprised of two
            settlement funds. Fund A (with a present value at the time of
            settlement of $1 billion) was created to cover refunds, medical
            screening costs, additional medical services and cash payments,
            education and research costs, and administration costs. Fund A has
            been fully funded by contributions by the Company. Fund B (which was
            to be funded by the Company on an as-needed basis up to a total of
            $2.55 billion) would compensate claimants with significant heart
            valve disease according to a settlement matrix. Any funds remaining
            in Fund A after all Fund A obligations were met are to be added to
            Fund B to be available to pay Fund B injury claims.

            In December 2002, following a joint motion by the Company and
            plaintiffs' counsel, the Court approved an additional amendment to
            the settlement agreement. This Fifth Amendment to the settlement
            provided for the merger of Funds A and B into a combined fund which
            will now cover all expenses and injury claims in connection with the
            settlement. The effect of the merger is to accelerate the spillover
            of the expected remainder in Fund A, which will now be available to
            pay Fund B claims. The merger of the two funds took place in January
            2003. In February 2003, as required by the amendment to the
            settlement agreement merging the two funds, an additional $535.2
            million was added to the security fund described above.

            In March 2003, following another joint motion by the Company and
            plaintiffs' counsel, the Court approved the Sixth Amendment to the
            settlement agreement. Under this amendment, any class member who
            claims a matrix benefit by May 3, 2003 (rendering them ineligible to
            exercise a back-end opt out) would be permitted to exercise a new
            "Sixth Amendment Opt Out" right under certain specified conditions.
            First, the settlement trust must have determined that the claimant
            qualifies for a matrix benefit which the trust does not have
            adequate funds to pay. Second, the Company must have elected not to
            deposit additional funds into the settlement to pay the matrix
            benefit.

                                      I-16
<PAGE>

            Third, the claimant must exercise this new opt out right within
            120 days of being notified that he or she is eligible to do so.
            This new opt out right has all of the same limitations -
            including those on punitive, multiple or exemplary damages - as
            intermediate or back-end opt outs. An additional limitation on
            the Sixth Amendment Opt Out right is the claimant's agreement to
            name only Wyeth as a defendant in any ensuing litigation and to
            be the sole plaintiff in such litigation.

            The Company recorded an initial litigation charge of $4.75 billion,
            net of insurance, in connection with the REDUX and PONDIMIN
            litigation in 1999, and additional charges of $7.5 billion in 2000,
            $950 million in 2001 and $1.4 billion in 2002. The principal reason
            for the charge taken in 2002 was that the volume and size of the
            claims filed in the nationwide settlement were greater than
            anticipated. The combination of these four 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.

            On February 7, 2003, a jury in Santa Fe, New Mexico hearing the
            REDUX lawsuit of Garcia v. Wyeth-Ayerst Laboratories Division of
            American Home Products Corporation, et al., No. D-0101-CV-2000-1387
            (1st Jud. Dist. Ct., Santa Fe Cty.) rendered a verdict in favor of
            the Company. Plaintiff has indicated that she intends to pursue an
            appeal.

            Based upon the information available at this time, the Company
            believes that its reserves will be adequate to cover the remaining
            obligations relating to the diet drug litigation. However, in light
            of the inherent uncertainty in estimating litigation exposure and
            the fact that substantial additional information will become
            available in the coming months, it is possible that additional
            reserves will be required.

            The Company was also named as a nominal 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, was a shareholder
            derivative action filed against the Company, certain directors, a
            former director and officer of the Company, and certain officers
            which sought 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 contained 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. On August 28, 2001, the New Jersey Superior
            Court, Chancery Division, granted the defendants' 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. The dismissal without
            leave to replead was affirmed by the Appellate Division in January
            2003.

                                      I-17
<PAGE>

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

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

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

            On July 9, 2002, interim findings from the Women's Health
            Initiative ("WHI") study evaluating hormone replacement therapy
            were released. The estrogen plus progestin arm of the study (in
            which the Company's PREMPRO product was used as the study drug)
            was stopped early because of findings of slightly increased risks
            of breast cancer, stroke and coronary heart disease among the
            women taking the drug compared to those in the placebo group. The
            Company is currently defending thirteen class action lawsuits
            relating to the product: Lewers, et al. v. Wyeth, No. 02C 4970,
            U.S.D.C., N.D. Ill.; Cyrus, et al. v. Wyeth, No. 03 CV 754,
            U.S.D.C., S.D.N.Y.; Dooley, et al. v. Wyeth, No. 03-2034 KHV,
            U.S.D.C., D. Kan.; Krznaric, et al. v. Wyeth, No. EDCV 02-953 VAP
            SGL, U.S.D.C., C.D. Ga.; Szabo, et al. v. Wyeth, No. SA02-757,
            U.S.D.C., C.D. Cal.; Favela et al., v. Wyeth, No. 02-5893DT,
            U.S.D.C., C.D. Cal.; Cook, et al., v. Wyeth, No.
            4-02-CV-00529WRW, U.S.D.C., E.D. Ark.; Koenig, et al., v. Wyeth,
            No. 02-18165 CA 27, U.S.D.C., S.D. Fla.; Gallo, et al. v. Wyeth,
            No. 02857, Ct. Comm. Pleas, Phil. Cty., PA; Kuhn, et al. v.
            Wyeth, No. 02C4970, Cir. Ct., Brooke Cty., WV; Paul, et al. v.
            Wyeth, No. 03-2-17002-0 SEA, Super. Ct., King Cty., WA; Crosby,
            et al. v. Wyeth, No. 03CH04774, Cir. Ct., Cook Cty., IL; and
            Albertson, et al., v. Wyeth, No. 002944, Ct. Comm. Pleas, Phil.
            Cty., PA. Plaintiffs in seven of the cases (Lewers, Cyrus,
            Dooley, Krznaric, Crosby, Szabo and Favela) each seek to
            represent a nationwide class of women who have ever ingested
            PREMPRO. They generally seek similar relief on behalf of the
            putative class: 1) purchase price refunds; 2) personal injury
            damages; 3) medical monitoring expenses and 4) an order requiring
            the Company to inform the public of the reported risks of
            PREMPRO. The plaintiffs in the Albertson and Gallo cases seek to

                                      I-18
<PAGE>

            represent classes of Pennsylvania women who have ingested the
            drug and seek purchase price refunds and medical monitoring
            expenses on their behalf. Plaintiffs in the Cook, Koenig, Paul
            and Kuhn cases seek similar relief on behalf of putative classes
            of Arkansas, Florida, Washington and West Virginia users of the
            product, respectively.

            In addition to the class actions, the Company is defending
            approximately 40 individual actions (with a total of approximately
            60 named plaintiffs) in various courts for personal injuries
            including breast cancer, stroke and heart disease.

            The federal Judicial Panel on Multidistrict Litigation ("JPML") has
            ordered that all federal PREMPRO cases be transferred for
            coordinated pretrial proceedings to the United States District Court
            for the Eastern District of Arkansas, before United States District
            Judge William R. Wilson, Jr.

            In the litigation involving DURACT, the Company's non-narcotic
            analgesic pain reliever which was voluntarily withdrawn from the
            market in 1998, one putative personal injury class action remains
            pending. Chimento, et al. v. Wyeth-Ayerst, et al., No. 982488, Dist.
            Ct., St. Bernard Parish, LA, seeks the certification of a class of
            Louisiana residents who were exposed to and who suffered injury from
            DURACT. Plaintiffs seek compensatory and punitive damages, the
            refund of all purchase costs, and the creation of a court-supervised
            medical monitoring program for the diagnosis and treatment of liver
            damage and related conditions allegedly caused by DURACT. There are
            also five individual lawsuits pending involving ten former DURACT
            users alleging various injuries, including kidney failure,
            hepatitis, liver transplant and death.

            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
            ("Sherwood") 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. ("Tyco"),
            Sherwood's current corporate owner, as well as several
            distributors of medical devices. The complaints allege that the
            needle and syringe devices designed and manufactured by Sherwood
            are defective in that they expose health care workers to the risk
            of accidental needlesticks and the resultant possibility of
            acquiring blood-borne diseases. Each named plaintiff seeks to
            represent a statewide class of 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
            dismissed. The Company is being defended and indemnified in each
            of these cases by Tyco with respect to injuries alleged to have
            occurred after

                                      I-19
<PAGE>

            February 27, 1998, the date of the Company's divestiture of the
            business of Sherwood. The Company remains responsible for
            injuries occurring prior to that date and is defending and
            indemnifying Tyco for those injuries.

            In January 2000, the trial court in the Usrey matter certified a
            class of Texas health care workers who, during the period January
            18, 1997 to January 18, 2000, sustained a contaminated needlestick
            while using one of the defendants' products, reported the incident
            and tested negative for any blood-borne disease. In October 2001,
            the Texas Court of Appeals reversed the class certification order
            and remanded the case to the District Court for further proceedings.
            Plaintiffs have not pursued the matter on remand. The cases pending
            in Oklahoma and South Carolina remain dormant. No discovery has been
            undertaken in those matters and no class certification hearing dates
            have been set. In March 2003, class certification was denied in the
            Benner case in New York.

            In November 2000, the Company withdrew from the market those
            formulations of its DIMETAPP and ROBITUSSIN cough/cold products,
            which contained the ingredient phenylpropanolamine ("PPA") at the
            request of the FDA. The FDA's request followed the reports of a
            study that raised a possible association between PPA-containing
            products and the risk of hemorrhagic stroke. Effective November
            6, 2000, the Company announced that it would no longer ship
            products containing PPA to its retailers. The Company has since
            been named as a defendant in approximately 700 lawsuits (on
            behalf of a total of approximately 2,500 plaintiffs) filed in
            federal and state courts throughout the United States, as well as
            one case filed in the Ontario Superior Court of Justice. All
            federal cases involving PPA claims have been transferred to the
            United States District Court for the Western District of
            Washington before United States District Judge Barbara Jacobs
            Rothstein. (In re Phenylpropanolamine (PPA) Products Liability
            Litigation, MDL No. 1407). Four of the PPA lawsuits are putative
            class actions. One of the putative class actions (the lawsuit
            pending in Canada) alleges claims for personal injury and
            economic loss. McColl, et al. v. Whitehall-Robins Inc., No.
            02-CV-239690CF, Ontario Superior Court of Justice. The other
            three putative class action lawsuits allege misrepresentations
            regarding the risks involved with products containing PPA and
            seek disgorgement or restitution of any moneys acquired by means
            of the alleged misrepresentation, as well as attorneys' fees, on
            behalf of the putative classes. These cases include: Guinta, et
            al. v. American Home Products Corporation, No. MID-L-010277-01,
            Super. Ct., Middlesex Cty., NJ; Horne, et al. v. American Home
            Products, Inc., et al., No. CV-02-0894, U.S.D.C., W.D. Wash.; and
            Risti, et al. v Novartis Consumer Health, Inc., et al., No.
            MID-L-4053-01 Super. Ct., Middlesex Cty., NJ. Class certification
            has not yet been decided in any of these four cases. In every
            instance to date in which class certification has been decided in
            a PPA case (in 14 cases in federal and state courts),
            certification has been denied.

            Three of the individual personal injury PPA cases are currently
            scheduled for trial later in 2003.

            The Company has been served with approximately 230 lawsuits, ten
            of which are putative class actions, alleging that the cumulative
            effect of thimerosal, a preservative used in

                                      I-20
<PAGE>

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

            The Company is in the process of filing motions to dismiss in all of
            the cases for failure of the minor plaintiffs to file in the first
            instance under the National Vaccine Injury Compensation Program (the
            "Vaccine Act"). The Vaccine Act mandates that plaintiffs alleging
            injury from childhood vaccines first bring a claim under the Vaccine
            Act. At the conclusion of that proceeding, the plaintiff may bring a
            lawsuit in state or federal court. In July 2002, the United States
            Court of Federal Claims, which handles all cases brought under the
            Vaccine Act, issued Autism General Order #1 (the "Order") accepting
            jurisdiction of the thimerosal matters by establishing an Omnibus
            Autism Proceeding, which allows petitioners who claim to suffer from
            autism or autism spectrum disorder as a result of receiving
            thimerosal-containing childhood vaccines the chance to proceed
            pursuant to a two-step procedure that will occur over a period of
            two years. The first step will be an inquiry into the general
            causation issues involved in the cases; the second step will entail
            the application of the general causation conclusions to the
            individual cases. Petitioners claiming injury from thimerosal in
            childhood vaccines are not required, however, to proceed under the
            Order and may continue to pursue claims under the Vaccine Act in the
            normal course, which may allow petitioners to proceed in state or
            federal court after the expiration of 240 days. In addition to the
            claims brought by or on behalf of children allegedly injured by
            exposure to thimerosal, certain of the approximately 230 thimerosal
            cases have been brought by parents in their individual capacities,
            for loss of services and loss of

                                      I-21
<PAGE>

            consortium of the injured child. These claims are not currently
            covered by the Vaccine Act, although every court that has
            addressed this issue has determined that it is appropriate to
            stay such claims when there is a related claim pending under the
            Vaccine Act. To the extent a claim is asserted for loss of
            consortium that is not linked to a claim filed under the Vaccine
            Act, it is possible that courts will allow such parental claims
            to proceed in state or federal court.

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

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

            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, U.S.D.C., D. Col.). The plaintiffs had accused
            American Cyanamid Company 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 on 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 1982-1995 from the sale of the reformulated MATERNA
            product) and to recover approximately $0.8 million of attorneys'
            fees were 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 conducted an oral hearing on
            the inventorship issue and, in March 2001, a trial on damages issues
            was held. The District Court concluded that University of Colorado
            employees are the sole inventors of the disputed patent. In August
            2002, the District Court handed down its final findings of fact and
            conclusion of law and entered its judgment awarding plaintiffs
            compensatory damages of $55.7 million plus punitive damages of $1
            million. The Company has appealed to the U.S. Court of Appeals for
            the Federal Circuit, appealing the District Court's earlier holding
            of liability (i.e., that the University of Colorado employees are
            the sole inventors of the MATERNA formulation patent) as well as the
            damage awards.

            In September 2002, Israel Bio-Engineering Project ("IBEP") filed
            an action against Amgen, Immunex, the Company and one of the
            Company's subsidiaries (Israel Bio-Engineering Project v. Amgen,
            Inc. et al., Docket No.02-6860 RGK, U.S.D.C., C.D.Ca.) alleging
            infringement of U.S. Patent 5,981,701, by the manufacture, offer
            for sale, distribution and sale of ENBREL. IBEP is not the
            assignee of record of this patent, but is alleging ownership.
            IBEP has requested a jury trial. IBEP seeks an accounting of

                                      I-22
<PAGE>

            damages and of any royalties or license fees paid to a third
            party and seeks to have the damages trebled on account of alleged
            willful infringement. IBEP also seeks to require the defendants
            to take a compulsory non-exclusive license. The matter is in a
            preliminary stage. The Company intends, and Amgen has advised the
            Company that it intends, to vigorously defend this litigation.
            Under its agreement with Amgen for the promotion of ENBREL, the
            Company has an obligation to pay a portion of the patent
            litigation expenses related to ENBREL in the U.S. and Canada as
            well as a portion of any damages or other monetary relief awarded
            in such patent litigation.

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

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

            Schering Corporation has appealed to the U.S. Court of Appeals
            for the Federal Circuit the decision in August 2002 in favor of
            the Company by the U.S. District Court for the District of New
            Jersey that claims 1 and 3 of Schering's patent claiming a
            metabolite of loratadine were invalid. Schering Corp. v. Geneva
            Pharmaceuticals, Inc., et al., Docket Numbers 02-1545 and
            02-1549, U.S.C.A., Fed. Cir. The Company had been sued by
            Schering for infringing this patent as a result of filing
            applications with the FDA seeking

                                      I-23
<PAGE>

            to market generic and over-the-counter loratadine products. Oral
            argument on Schering's appeal is scheduled for April 8, 2003.

            The Company has been named as a defendant in eight lawsuits
            alleging Medicare fraud arising out of the alleged manipulation
            of the Average Wholesale Price ("AWP") of Medicare Part B
            "Covered Drugs." 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., is a putative class action 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 basis for 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. Recently, plaintiffs in the Citizens for Consumer
            Justice case filed an Amended Consolidated Complaint that does
            not name Wyeth as a defendant. No claims are therefore currently
            pending against the Company in this matter. The Company has,
            however, been named as a defendant in several similar cases, as
            described below. The federal Judicial Panel on Multidistrict
            Litigation has ordered that these cases be transferred to
            the Honorable Patti Saris, U.S.D.J., the judge handling the
            Citizens for Consumer Justice case. Rice, et al. v. Wyeth, et
            al., No. CO2-3925 MJJ, U.S.D.C., N.D. Cal.; Virag, et al. v.
            Wyeth, et al., No. 02-8417 RSWL (VBK), U.S.D.C., N.D. Cal.; and
            Turner, et al. v. Wyeth, et al., No. 412357, Super. Ct., San
            Francisco Cty., CA, are all putative class actions on behalf of
            California patients and third party payers who allegedly have
            been injured by the defendants' alleged manipulation of the AWPs
            for their pharmaceutical products. All these cases seek equitable
            and injunctive relief, including restitution under California's
            unfair and deceptive practices statute. A similar case, Swanston,
            et al., v. Abbott Laboratories, Inc., et al., No.
            CV-03-0062-PHX-SMM, U.S.D.C., D. Ariz., seeks similar relief on
            behalf of a putative class of Arizona residents. In addition, the
            Company has been named as a defendant in three lawsuits
            instituted by state attorneys general claiming injuries on behalf
            of both the state and its citizens. State of Montana v. Wyeth, et
            al., No. CV 02-09-H-DWM, U.S.D.C., D. Mont.; State of Nevada v.
            Wyeth et al., No. CV-N-02-0202, U.S.D.C., D. Nev.; State of
            California, et al. v. Wyeth, et al., No. BC 287198 A, Super. Ct.,
            Los Angeles Cty., CA. A suit making similar claims has been
            instituted by Suffolk County, New York: County of Suffolk v.
            Wyeth, et al., No. CV 03 229, U.S.D.C., E.D.N.Y. With the
            exception of the State of California case, all of these cases are
            either now or shortly will be pending in federal court and are in
            the process of being transferred to the United States District
            Court for the District of Massachusetts pursuant to order of the
            JPML. Plaintiffs are resisting the removal of these matters to
            federal court and the subsequent transfers to the MDL
            proceedings, so far without success.

            In September 2000, Duramed Pharmaceuticals, Inc., a manufacturer
            of a hormone replacement therapy called Cenestin(R) that has
            since been acquired by Barr Laboratories, Inc., filed a complaint
            against the Company (Duramed Pharmaceuticals, Inc. v.
            Wyeth-Ayerst Laboratories, Inc., No.-C-1-00-735, U.S.D.C., S.D.
            Ohio), alleging that the

                                      I-24
<PAGE>

            Company violated the antitrust laws through the use of exclusive
            contracts and "disguised" exclusive contracts in the sale of
            PREMARIN to managed care organizations. The complaint also alleges
            that the Company attempted to monopolize and monopolized the hormone
            replacement therapy market in violation of the antitrust laws
            through the use of such alleged exclusive contracts. The District
            Court has dismissed allegations that the Company misled the FDA
            about Cenestin(R) in order to exclude competition to PREMARIN.

            The Company and Barr Laboratories, Inc. have reached an agreement in
            principle to enter into a transaction in which, inter alia, Barr
            will acquire rights to several currently marketed Wyeth products and
            a sublicense for a compound in development. As part of that
            agreement in principle, the Company and Barr also agreed to settle
            the Duramed action. The proposed transaction has cleared the
            mandatory waiting period under the Hart-Scott-Rodino Antitrust
            Improvements Act of 1976. Based on the parties' agreement in
            principle to settle the litigation, the Court dismissed the Duramed
            action with prejudice. The amended dismissal order provides that
            either party may reopen the action by May 15, 2003 if the settlement
            is not consummated.

            Following the filing of the Duramed case, seven putative class
            action lawsuits were filed on behalf of "end-payors" (defined as the
            last persons and entities in the chain of distribution) and direct
            purchasers in federal district courts in Ohio and New Jersey and in
            California state courts 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. Due to certain
            consolidations in the Ohio federal district court, four putative
            class actions are presently pending against the Company. Two
            putative class actions, one direct purchaser and one indirect
            purchaser, are pending in Ohio federal district court, and two
            putative indirect purchaser class actions are pending in California
            state courts. Plaintiffs' motions for class certification are
            pending and have yet to be addressed by the courts. 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.

            The Company has been 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 prices
            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.).
            Cases with similar allegations have been filed in state courts on
            behalf of purported classes of consumer purchasers. In 2002, the
            Company settled or was dismissed from all remaining state court
            cases. Three cases remain pending in federal court against the
            Company. These cases involve plaintiffs that had 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 the remaining cases.

                                      I-25
<PAGE>

            Plaintiffs have filed numerous lawsuits in federal and state courts
            alleging civil claims relating to the settlement by the Company of
            patent infringement litigation with Schering-Plough Corporation
            concerning a generic version of Schering-Plough's K-Dur potassium
            chloride product. The Company is aware of approximately forty-five
            such lawsuits that have been filed against the Company. Forty-one of
            these lawsuits are currently pending in federal court. Thirty-five
            of these federal cases have been consolidated as part of federal
            multidistrict 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 two of these cases, plaintiffs allege to be direct purchasers of
            K-Dur, or claim to be assignees of direct purchasers of K-Dur. One
            of these direct-purchaser cases is brought as a purported class
            action on behalf of direct purchasers of K-Dur nationwide. In
            forty-one 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 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 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 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 has reached a
            settlement with direct purchasers representing approximately 23% of
            direct purchases.

            The Florida Attorney General's Office has initiated an inquiry into
            whether the Company's settlement with Schering-Plough violates
            Florida's antitrust laws. The Company has cooperated with the
            Attorney General's requests for documents and other information.

            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.

                                      I-26
<PAGE>

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

            Following a 1999 application from certain drug wholesalers alleging
            that Wyeth South Africa Pty. Ltd. and certain other pharmaceutical
            companies violated South Africa's competition law, the Competition
            Commission in South Africa filed a referral with the Competition
            Tribunal, which alleges that International Health Distributors
            ("IHD") has violated South Africa's competition law. IHD, which is a
            joint venture of eleven pharmaceutical companies (including Wyeth
            South Africa), provides distribution services for the joint venture
            members. The Commission's referral alleges that IHD members have
            engaged in various prohibited practices. Certain wholesalers in
            South Africa also sued IHD and its members based on similar
            allegations. Generally, the Commission's referral and the
            wholesalers' action seek changes in distribution practices, certain
            structural changes in the joint distribution company, and civil
            penalties or damages. Wyeth South Africa has reached an agreement to
            settle the claims alleged by the wholesalers. The Competition
            Commission's action is still pending.

            Based on a referral from the United Kingdom Office of Fair Trading,
            which conducted a year-long inquiry, the UK Competition Commission
            is investigating the pricing and distribution practices of Fort
            Dodge Animal Health and other animal health suppliers in the UK. The
            inquiry is focusing on the rebate practices of animal health
            suppliers, the price differential between certain animal health
            products sold in the UK as opposed to other European countries and
            the industry practice of selling to wholesalers but not directly to
            pharmacists or veterinarians. The inquiry also is examining transfer
            pricing for animal health products. The Commission has the authority
            to order changes in business practices. The Company expects issuance
            of the Competition Commission's final report in the near future.

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

                                      I-27
<PAGE>

            The Securities and Exchange Commission ("SEC") is conducting an
            investigation into allegations raised by a former employee of the
            Company in a lawsuit claiming retaliation and constructive
            discharge. These allegations relate, among other things, to
            certain compensation-related tax issues in several foreign
            jurisdictions. The Company is cooperating fully with the SEC and
            believes that these mattters will not result in material
            liability to the Company.

            The Federal Trade Commission is conducting a preliminary
            investigation into licensing agreements involving other
            pharmaceutical companies and the Company relating to the research,
            manufacture and sale of Recombinant Factor VIII products. The
            Company is cooperating with the Commission and believes that its
            agreements concerning its Recombinant Factor VIII products do not
            violate the antitrust laws.

            As discussed in Item 1., the Company is a party to, or otherwise
            involved in, legal proceedings under CERCLA and similar state laws
            directed at the cleanup of various sites including the
            Cyanamid-owned Bound Brook, N.J. site. The Company's potential
            liability varies greatly from site to site. For some sites, the
            potential liability is de minimis and, for others, the final costs
            of cleanup have not yet been determined. As assessments and cleanups
            proceed, these liabilities are reviewed periodically and are
            adjusted as additional information becomes available. Environmental
            liabilities are inherently unpredictable. The liabilities can change
            substantially due to such factors as additional information on the
            nature or extent of contamination, methods of remediation required
            and other actions by governmental agencies or private parties.

            The Company's Wyeth Medica Ireland ("WMI") subsidiary has received a
            summons filed in the Irish High Court in Dublin by Schuurmans & Van
            Ginneken ("SvG"), a Netherlands-based molasses and liquid storage
            concern. The summons puts WMI on notice that SvG intends to file a
            formal complaint with the High Court alleging, inter alia, that WMI
            conspired with its waste disposal contractors to improperly dispose
            of a sugar water process stream that contained medroxyprogesterone
            acetate ("MPA"). SvG purchased sugar recovered from that process
            stream for use in its molasses refining operations. SvG has
            indicated that it seeks compensation for the contamination and
            disposal of up to 26,000 tons of molasses allegedly contaminated
            with MPA. SvG further seeks compensation on behalf of an unspecified
            number of its animal feed customers who are alleged to have used
            contaminated molasses in their livestock feed formulations. The
            summons does not specify the amount of damages sought.

            On July 26, 2002, a Brazilian Federal Public Attorney filed a public
            civil action against the Federal Government of Brazil, Laboratorios
            Wyeth-Whitehall Ltda. ("LWWL"), a Brazilian subsidiary of the
            Company, and Colgate Palmolive Company, as represented by its
            Brazilian subsidiary, Kolynos do Brasil Ltda. ("Kolynos"), seeking
            to nullify and overturn the April 11, 2000 decision by the Brazilian
            First Board of Tax Appeals which had found that the capital gain of
            LWWL from its divestiture of its oral healthcare business was not
            taxable in Brazil. The action seeks to hold LWWL jointly and
            severally liable with Kolynos and the Brazilian Federal Government.
            The amount of taxes originally attributable to the transaction was
            approximately $80 million. Management believes that this action is
            without merit.

                                      I-28
<PAGE>

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

            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-29
<PAGE>

EXECUTIVE OFFICERS OF THE REGISTRANT AS OF MARCH 15, 2003
---------------------------------------------------------


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
         ----           ---  ---------------------                    ------

Robert Essner           55   Chairman of the Board, President       May 2001
                                and Chief Executive Officer
                                Member of Executive Committee,
                                Chairman of Management,
                                Law/Regulatory Review,
                                Operations, Human Resources and
                                Benefits and Retirement
                                Committees

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


Louis L. Hoynes, Jr.    67   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

                                      I-30
<PAGE>

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

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

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

Bernard J. Poussot      51   Executive Vice President and           January 2001
                                President,
                                Wyeth Pharmaceuticals
                                Member of Management,
                                Law/Regulatory Review,
                                Operations and Human Resources
                                and Benefits Committees

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

                                      I-31
<PAGE>

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

Lawrence V. Stein       53   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           57   Vice President and Comptroller         April 1995
                                Member of Law/Regulatory Review
                                and Operations Committees

   Business Experience:      April 1995 to date, Vice President
                                and Comptroller

Rene R. Lewin           56   Vice President - Human Resources       May 1994
                                Member of Management,
                                Law/Regulatory Review,
                                Operations, Human Resources and
                                Benefits and Retirement
                                Committees

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

                                      I-32
<PAGE>

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

Marily H. Rhudy         55   Vice President - Public Affairs      September 1997
                                Member of Management and
                                Operations Committees

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

E. Thomas Corcoran      55   President, Fort Dodge Animal         September 1995
                                Health Division
                                Member of Management,
                                Operations and Human Resources
                                and Benefits Committees

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

Ulf Wiinberg            44   President, Wyeth Consumer             February 2002
                                Healthcare
                                Member of Management,
                                Law/Regulatory Review,
                                Operations, and Human Resources
                                and Benefits Committees

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

                                      I-33
<PAGE>

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

Joseph M. Mahady        49   Senior Vice President and            September 1997
                                President, Wyeth
                                Pharmaceuticals - North America
                                Member of Management and
                                Operations Committees

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

Robert R. Ruffolo, Jr.  52   Senior Vice President and              June 2002
                                President, Wyeth Research
                                Member of Management,
                                Law/Regulatory Review,
                                Operations and Human Resources
                                and Benefits Committees

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

Robert N. Power         46   President, Wyeth Pharmaceuticals -     June 2002
                                International
                                Member of Management and
                                Operations Committees

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

                                      I-34
<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 54
            of the Company's 2002 Annual Report to Stockholders, are
            incorporated herein by reference.

            There were 61,111 holders of record of the Company's Common Stock as
            of the close of business on March 3, 2003.

ITEM 6.     SELECTED FINANCIAL DATA
            -----------------------

            The data with respect to the last five fiscal years, appearing in
            the Ten-Year Selected Financial Data presented on pages 26 and 27 of
            the Company's 2002 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 55 through 68 of the
            Company's 2002 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 page 65 of the Company's 2002 Annual Report to
            Stockholders, are incorporated herein by reference.

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
            -------------------------------------------

            The Consolidated Financial Statements and Notes to Consolidated
            Financial Statements on pages 28 through 51 of the Company's 2002
            Annual Report to Stockholders, the Reports of Independent
            Accountants on page 52, and Quarterly Financial Data (Unaudited) on
            page 54, are incorporated herein by reference.

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

            None.

                                      II-1
<PAGE>

                                    PART III
                                    --------

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

     (a)    Information relating to the Company's directors is incorporated
            herein by reference to pages 3 through 5 of a definitive proxy
            statement filed with the Securities and Exchange Commission on March
            18, 2003 ("the 2003 Proxy Statement").

     (b)    Information relating to the Company's executive officers as of March
            15, 2003 is furnished in Part I hereof under a separate unnumbered
            caption ("Executive Officers of the Registrant as of March 15,
            2003").

     (c)    Information relating to certain filing obligations of directors and
            executive officers of the Company under the federal securities laws
            set forth on page 9 of the 2003 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 11 through 22 (excluding the
            performance graph on page 19 and the Equity Compensation Plan
            Information included on page 20) of the 2003 Proxy Statement.
            Information with respect to compensation of directors is
            incorporated herein by reference to pages 6 and 7 of the 2003 Proxy
            Statement.

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

            Information relating to security ownership is incorporated herein by
            reference to pages 10 and 11 of the 2003 Proxy Statement.

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

            None.

ITEM 14.    CONTROLS AND PROCEDURES
            -----------------------

            Within the 90 days prior to the date of filing this annual report on
            Form 10-K, the Company carried out an evaluation, under the
            supervision and with the participation of the Company's management,
            including the Chief Executive Officer and Chief Financial Officer,
            of the effectiveness of the design and operation of the Company's
            disclosure controls and procedures pursuant to Exchange Act Rule
            13a-14. Based upon that evaluation, the Chief Executive Officer and
            Chief Financial Officer concluded that the Company's disclosure
            controls and procedures are reasonably effective in design and
            practice to alert them, in a timely manner, to material information
            relating to the Company (including its consolidated subsidiaries)
            required to be included in the Company's periodic SEC filings.
            Subsequent to the date of that evaluation, there have

                                     III-1
<PAGE>

            been no significant changes in the Company's internal controls or
            in other factors that could significantly affect internal
            controls, nor were any corrective actions required with regard to
            significant deficiencies or material weaknesses.

                                     III-2
<PAGE>

                                     PART IV
                                     -------

ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
            ----------------------------------------------------------------

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

            The following Consolidated Financial Statements, Notes to
            Consolidated Financial Statements and Reports of Independent
            Accountants, included on pages 28 through 52 of the Company's 2002
            Annual Report to Stockholders, are incorporated herein by reference.

                                                                        Pages
                                                                        -----
            Consolidated Balance Sheets as of
            December 31, 2002 and 2001                                  28

            Consolidated Statements of Operations
            for the years ended December 31,
            2002, 2001 and 2000                                         29

            Consolidated Statements of Changes in
            Stockholders' Equity for the years ended
            December 31, 2002, 2001 and 2000                            30

            Consolidated Statements of Cash Flows
            for the years ended December 31, 2002,
            2001 and 2000                                               31

            Notes to Consolidated Financial Statements                  32-51

            Reports of Independent Accountants                          52

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

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

                                                                        Pages
                                                                        -----
            Reports of Independent Accountants on
            Supplemental Schedule                                       IV-10

            Schedule II - Valuation and Qualifying Accounts
            for the years ended December 31, 2002,
            2001 and 2000                                               IV-11

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

                                      IV-1
<PAGE>

ITEM 15.    (Continued)

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

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

     (2.1)    Amended and Restated Agreement and Plan of Merger, dated as
              of December 16, 2001, by and among Amgen, AMS Acquisition Inc.
              and Immunex (filed as Annex A to Amendment No. 1 to Amgen's
              Registration Statement on Form S-4 (File No. 333-81832) on March
              22, 2002 and incorporated by reference to Exhibit 2.1 of the
              Company's Form 10-Q for the quarter ended June 30, 2002).

     (2.2)    First Amendment to Amended and Restated Agreement and Plan of
              Merger dated as of July 15, 2002, by and among Amgen, AMS
              Acquisition Inc. and Immunex (filed as Exhibit 2.2 to
              Post-Effective Amendment No. 1 to Amgen's Registration Statement
              on Form S-4 (file No. 333-81832) on July 15, 2002 and incorporated
              by reference to Exhibit 2.2 of the Company's Form 10-Q for the
              quarter ended June 30, 2002).

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

     (3.2)    The Company's By-Laws is incorporated by reference to Exhibit 3.2
              of the Company's Annual Report on Form 10-K for the year ended
              December 31, 2001.

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

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

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

     (4.4)    Third Supplemental Indenture, dated as of February 14, 2003,
              between the Company and JPMorgan Chase Bank (as successor to
              Manufacturers Hanover Trust Company).

     (4.5)    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.

                                      IV-2
<PAGE>

     (4.6)    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)    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.

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

    (10.5)    3-Year Credit Agreement, dated as of March 3, 2003 among the
              Company, the banks and other financial institutions from time to
              time parties thereto and JPMorgan Chase Bank, as administrative
              agent for the lenders thereto.

    (10.6)    364 Day Credit Agreement, dated as of March 3, 2003 among the
              Company, the banks and other financial institutions from time to
              time parties thereto and JPMorgan Chase Bank, as administrative
              agent for the lenders thereto.

    (10.7)    Stockholders' Rights Agreement, dated as of December 16,
              2001, by and among Amgen, the Company, MDP Holdings, Inc. and
              Lederle Parenterals, Inc. (filed as Annex C to Amendment No. 1 to
              Amgen's Registration Statement on Form S-4 (File No. 333-81832)
              on March 22, 2002 and incorporated by reference to Exhibit 10.1
              of the Company's Form 10-Q for the quarter ended June 30, 2002).

    (10.8)    Shareholder Voting Agreement, dated as of December 16,
              2001, among Amgen Inc., Wyeth (formerly American Home Products
              Corporation), MDP Holdings, Inc. and Lederle Parenterals, Inc.
              (incorporated by reference to Exhibit 2.2 of Immunex's Current
              Report on Form 8-K filed December 17, 2001).

                                      IV-3
<PAGE>

    (10.9)*   1990 Stock Incentive Plan is incorporated by reference to Exhibit
              28 of the Company's Form S-8 Registration Statement File No.
              33-41434 under the Securities and Exchange Act of 1933, filed June
              28, 1991 (File 1-1225).

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

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

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

    (10.13)*  1993 Stock Incentive Plan, as amended to date, is incorporated by
              reference to Appendix III of the Company's definitive Proxy
              Statement filed March 18, 1999.

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

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

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

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

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

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

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

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

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


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

                                      IV-4
<PAGE>

    (10.23)*  Form of Restricted Stock Performance Award Agreement under the
              1996 Stock Incentive Plan, 1999 Stock Incentive Plan and 2002
              Stock Incentive Plan (initial award).

    (10.24)*  Form of Restricted Stock Performance Award Agreement under the
              1996 Stock Incentive Plan, 1999 Stock Incentive Plan and 2002
              Stock Incentive Plan (subsequent award).

    (10.25)*  Form of Special Stock Option Agreement with Robert Essner dated
              June 21, 2001 (transferable option).

    (10.26)*  Form of Restricted Stock Award Agreement with Robert Essner dated
              June 21, 2001 (cliff vesting).

    (10.27)*  Form of Restricted Stock Award Agreement with Robert Ruffolo dated
              January 23, 2001 (phased vesting).

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

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

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

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

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

    (10.33)*  Savings Plan, as amended, is incorporated by reference to Exhibit
              10.37 of the Company's Annual Report on Form 10-K for the year
              ended December 31, 2001.

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

    (10.35)*  Directors' Deferral Plan as amended to date.



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

                                      IV-5
<PAGE>

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

    (10.37)*  Deferred Compensation Plan is incorporated by reference to Exhibit
              10 of the Company's Quarterly Report on Form 10-Q for the quarter
              ended March 31, 2002.

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

    (10.39)*  Supplemental Employee Savings Plan is incorporated by reference to
              Exhibit 10.43 of the Company's Annual Report on Form 10-K for the
              year ended December 31, 2001.

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

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

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

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

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

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

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


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

                                      IV-6
<PAGE>

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

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

    (10.49)*  Union Savings Plan is incorporated by reference to Exhibit 10.54
              of the Company's Annual Report on Form 10-K for the year ended
              December 31, 2001.

    (10.50)*  Equity Loan Agreement and Promissory Noted, dated April 9, 2002,
              between the Company and Ulf Wiinberg.

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

    (13)      2002 Annual Report to Stockholders. Such report, except for those
              portions thereof which are expressly incorporated by reference
              herein, is furnished solely for the information of the Commission
              and is not to be deemed "filed" as part of this filing.

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

    (21)      Subsidiaries of the Company.

    (23)      Consent of Independent Public Accountants, PricewaterhouseCoopers
              LLP, relating to their report dated January 27, 2003, except for
              Note 16 which is as of March 3, 2003, 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, 333-59668, 333-89318, 333-98619
              and 333-98623) by reference to the Form 10-K of the Company filed
              for the year ended December 31, 2002.

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

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

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

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

                                      IV-7
<PAGE>

    (99.3)    Fifth Amendment, dated November 21, 2002, to Final Nationwide
              Class Action Settlement Agreement, dated November 18, 1999, as
              amended.

    (99.4)    Sixth Amendment, dated January 10, 2003, to Final Nationwide Class
              Action Settlement Agreement, dated November 18, 1999, as amended.

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

    (99.6)    Certification pursuant to 18 U.S.C. Section 1350, as adopted
              pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is
              incorporated by reference to Exhibit 99.1 of the Company's
              Quarterly Report on Form 10-Q for the quarter ended September 30,
              2002.

    (99.7)    Certification pursuant to 18 U.S.C. Section 1350, as adopted
              pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is
              incorporated by reference to Exhibit 99.2 of the Company's
              Quarterly Report on Form 10-Q for the quarter ended September 30,
              2002.

    (99.8)    Statement Under Oath made by Robert Essner, dated August 8, 2002,
              pursuant to the Securities and Exchange Commission Order Requiring
              the Filing of Sworn Statements pursuant to Section 21 (a)(1) of
              the Securities Exchange Act of 1934 (SEC File No. 4-460)
              incorporated by reference to Exhibit 99.1 of the Company's Current
              Report on Form 8-K, dated August 8, 2002.

    (99.9)    Statement Under Oath made by Kenneth J. Martin, dated August 8,
              2002, pursuant to the Securities and Exchange Commission Order
              Requiring the Filing of Sworn Statements pursuant to Section 21
              (a)(1) of the Securities Exchange Act of 1934 (SEC File No. 4-460)
              incorporated by reference to Exhibit 99.2 of the Company's Current
              Report on Form 8-K, dated August 8, 2002.

    (99.10)   Press Release reporting Wyeth's earnings results for the 2002
              Fourth Quarter and Full Year is incorporated by reference to
              Exhibit 99 of the Company's Current Report on Form 8-K dated
              January 28, 2003.

    (99.11)   Certification pursuant to 18 U.S.C. Section 1350, as adopted
              pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is
              incorporated by reference to Exhibit 99.4 of the Company's
              Amendment to Form 10-K Annual Report for the year ended December
              31, 2001 on Form 10-K/A, dated December 23, 2002.

    (99.12)   Certification pursuant to 18 U.S.C. Section 1350, as adopted
              pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is
              incorporated by reference to Exhibit 99.5 of the Company's
              Amendment to Form 10-K Annual Report for the year ended December
              31, 2001 on Form 10-K/A, dated December 23, 2002.

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

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

                                      IV-8
<PAGE>

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


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

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

                o   December 12, 2002 relating to the exchange of Immunex shares
                    for Amgen common stock in the acquisition of Immunex by
                    Amgen and the subsequent sales of a portion of the Company's
                    Amgen common stock holdings (including disclosure on Item
                    2).

                o   December 23, 2002 to amend the March 13, 2002 current report
                    on Form 8-K to delete Item 5 and replace it with Item 9.

                o   January 28, 2003 relating to the exchange of Immunex shares
                    for Amgen common stock in the acquisition of Immunex by
                    Amgen and the subsequent sales of the Company's remaining
                    Amgen common stock holdings (including disclosure on Item
                    2).

                o   January 28, 2003 to file the Company's 2002 Fourth Quarter
                    and Full Year Press Release.

                o   March 13, 2003 relating to furnishing Wyeth's 2002 Annual
                    Report to Stockholders.

                                      IV-9
<PAGE>

                       REPORTS OF INDEPENDENT ACCOUNTANTS
                       ----------------------------------


To the Board of Directors of Wyeth:


Our audit of the consolidated financial statements referred to in our report
dated January 27, 2003, except for Note 16 which is as of March 3, 2003,
included in Wyeth's Annual Report to Stockholders incorporated by reference in
the Form 10-K also included an audit of the financial statement schedule listed
in Item 15(a)2 of this Form 10-K. In our opinion, this financial statement
schedule presents fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements. The 2000 financial statement schedule information of the Company was
audited by other independent accountants who have ceased operations. Those
independent accountants expressed an unqualified opinion on that financial
statement schedule information in their report dated January 24, 2002.


PricewaterhouseCoopers LLP
Florham Park, NJ
January 27, 2003



The following is a copy of a report issued by Arthur Andersen LLP and included
in the 2001 Form 10-K report filed on March 29, 2002. This report has not been
reissued by Arthur Andersen LLP and Arthur Andersen LLP has not consented to its
use in this Annual Report on Form 10-K.


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) 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-10
<PAGE>

<TABLE>

                                          Wyeth and Subsidiaries
                          Schedule II - Valuation and Qualifying Accounts For the
                               Years Ended December 31, 2002, 2001 and 2000
                                          (Dollars in thousands)


<CAPTION>
Column A                                 Column B     Column C       Column C       Column D     Column E
                                                         (1)            (2)
                                        Balance at   Additions-                                 Balance
                                        Beginning    Charged to                                 at end of
Description                             of Period    Expense      Adjustments(A)   Deductions   Period
------------------------------------    ----------   ----------   -----------      ----------   ---------
<S>                                     <C>          <C>          <C>              <C>          <C>

Year ended 12/31/02:
------------------------------------
Allowance for doubtful accounts         $   99,300   $    5,969   $        -       $    1,354   $ 103,915
Allowance for cash discounts                31,434      219,354            -          222,361      28,427
                                        ----------   ----------   -----------      ----------   ---------
Total accounts receivable allowances    $  130,734   $  225,323   $        -       $  223,715   $ 132,342
                                        ==========   ==========   ===========      ==========   =========

Allowance for deferred tax asssets      $   49,582   $       -    $        -       $      945   $  48,637
                                        ==========   ==========   ===========      ==========   =========

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 asssets      $   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 asssets      $  151,409   $       74   $  (100,330)     $       -    $  51,153
                                        ==========   ==========   ===========      ==========   =========


(A) Represents adjustments 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.

</TABLE>

                                     IV-11
<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 31, 2003                     By /S/      Kenneth J. Martin
                                   ---------------------------------------
                                               Kenneth J. Martin
                                               Executive Vice President
                                               and Chief Financial Officer

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

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

Principal Executive Officer:

/S/  Robert Essner                  Chairman of the Board,        March 31, 2003
---------------------------------   President and
     Robert Essner                  Chief Executive Officer

Principal Financial Officer:

/S/  Kenneth J. Martin              Executive Vice President      March 31, 2003
---------------------------------   and Chief Financial Officer
     Kenneth J. Martin

Principal Accounting Officer:

/S/  Paul J. Jones                  Vice President and            March 31, 2003
---------------------------------   Comptroller
     Paul J. Jones

Directors:

/S/  Clifford L. Alexander, Jr.     Director                      March 31, 2003
---------------------------------
     Clifford L. Alexander, Jr.

/S/  Frank A. Bennack, Jr.          Director                      March 31, 2003
---------------------------------
     Frank A. Bennack, Jr.

/S/  Richard L. Carrion             Director                      March 31, 2003
---------------------------------
     Richard L. Carrion

/S/  John D. Feerick                Director                      March 31, 2003
---------------------------------
     John D. Feerick

/S/  John P. Mascotte               Director                      March 31, 2003
---------------------------------
     John P. Mascotte

                                     IV-12
<PAGE>

/S/  Mary Lake Polan,
     M.D., Ph.D., M.P.H.            Director                      March 31, 2003
---------------------------------
     Mary Lake Polan,
     M.D., Ph.D., M.P.H.

/S/  Ivan G. Seidenberg             Director                      March 31, 2003
---------------------------------
     Ivan G. Seidenberg

/S/  Walter V. Shipley              Director                      March 31, 2003
---------------------------------
     Walter V. Shipley

/S/  John R. Torell III             Director                      March 31, 2003
---------------------------------
     John R. Torell III

                                     IV-13
<PAGE>

                                 Certifications
                                 --------------

      I, Robert Essner, certify that:

          1.   I have reviewed this annual report on Form 10-K of Wyeth (the
               registrant);

          2.   Based on my knowledge, this annual report does not contain any
               untrue statement of a material fact or omit to state a material
               fact necessary to make the statements made, in light of the
               circumstances under which such statements were made, not
               misleading with respect to the period covered by this annual
               report;

          3.   Based on my knowledge, the financial statements, and other
               financial information included in this annual report, fairly
               present in all material respects the financial condition, results
               of operations and cash flows of the registrant as of, and for,
               the periods presented in this annual report;

          4.   The registrant's other certifying officers and I are responsible
               for establishing and maintaining disclosure controls and
               procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
               for the registrant and we have:

               a)   designed such disclosure controls and procedures to ensure
                    that material information relating to the registrant,
                    including its consolidated subsidiaries, is made known to us
                    by others within those entities, particularly during the
                    period in which this annual report is being prepared;

               b)   evaluated the effectiveness of the registrant's disclosure
                    controls and procedures as of a date within 90 days prior to
                    the filing date of this annual report (the "Evaluation
                    Date"); and

               c)   presented in this annual report our conclusions about the
                    effectiveness of the disclosure controls and procedures
                    based on our evaluation as of the Evaluation Date;

          5.   The registrant's other certifying officers and I have disclosed,
               based on our most recent evaluation, to the registrant's auditors
               and the audit committee of registrant's board of directors (or
               persons performing the equivalent function):

               a)   all significant deficiencies in the design or operation of
                    internal controls which could adversely affect the
                    registrant's ability to record, process, summarize and
                    report financial data and have identified for the
                    registrant's auditors any material weaknesses in internal
                    controls; and

               b)   any fraud, whether or not material, that involves management
                    or other employees who have a significant role in the
                    registrant's internal controls; and


<PAGE>

          6.   The registrant's other certifying officers and I have indicated
               in this annual report whether or not there were significant
               changes in internal controls or in other factors that could
               significantly affect internal controls subsequent to the date of
               our most recent evaluation, including any corrective actions with
               regard to significant deficiencies and material weaknesses.





                              By /s/ Robert Essner
                              --------------------------------
                                     Robert Essner
                      Chairman, President and Chief Executive Officer


Date: March 31, 2003


<PAGE>

                                 Certifications
                                 --------------


      I, Kenneth J. Martin, certify that:

          1.   I have reviewed this annual report on Form 10-K of Wyeth (the
               registrant);

          2.   Based on my knowledge, this annual report does not contain any
               untrue statement of a material fact or omit to state a material
               fact necessary to make the statements made, in light of the
               circumstances under which such statements were made, not
               misleading with respect to the period covered by this annual
               report;

          3.   Based on my knowledge, the financial statements, and other
               financial information included in this annual report, fairly
               present in all material respects the financial condition, results
               of operations and cash flows of the registrant as of, and for,
               the periods presented in this annual report;

          4.   The registrant's other certifying officers and I are responsible
               for establishing and maintaining disclosure controls and
               procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
               for the registrant and we have:

               a)   designed such disclosure controls and procedures to ensure
                    that material information relating to the registrant,
                    including its consolidated subsidiaries, is made known to us
                    by others within those entities, particularly during the
                    period in which this annual report is being prepared;

               b)   evaluated the effectiveness of the registrant's disclosure
                    controls and procedures as of a date within 90 days prior to
                    the filing date of this annual report (the "Evaluation
                    Date"); and

               c)   presented in this annual report our conclusions about the
                    effectiveness of the disclosure controls and procedures
                    based on our evaluation as of the Evaluation Date;

          5.   The registrant's other certifying officers and I have disclosed,
               based on our most recent evaluation, to the registrant's auditors
               and the audit committee of registrant's board of directors (or
               persons performing the equivalent function):

               a)   all significant deficiencies in the design or operation of
                    internal controls which could adversely affect the
                    registrant's ability to record, process, summarize and
                    report financial data and have identified for the
                    registrant's auditors any material weaknesses in internal
                    controls; and

               b)   any fraud, whether or not material, that involves management
                    or other employees who have a significant role in the
                    registrant's internal controls; and


<PAGE>

          6.   The registrant's other certifying officers and I have indicated
               in this annual report whether or not there were significant
               changes in internal controls or in other factors that could
               significantly affect internal controls subsequent to the date of
               our most recent evaluation, including any corrective actions with
               regard to significant deficiencies and material weaknesses.






                            By /s/ Kenneth J. Martin
                            -----------------------------------
                                   Kenneth J. Martin
                    Executive Vice President and Chief Financial Officer


Date: March 31, 2003


<PAGE>


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

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

     (4.4)    Third Supplemental Indenture, dated as of February 14, 2003,
              between the Company and JPMorgan Chase Bank (as successor to
              Manufacturers Hanover Trust Company).

    (10.5)    3-Year Credit Agreement, dated as of March 3, 2003 among the
              Company, the banks and other financial institutions from time to
              time parties thereto and JPMorgan Chase Bank, as administrative
              agent for the lenders thereto.

    (10.6)    364 Day Credit Agreement, dated as of March 3, 2003 among the
              Company, the banks and other financial institutions from time to
              time parties thereto and JPMorgan Chase Bank, as administrative
              agent for the lenders thereto.

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

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

    (10.23)*  Form of Restricted Stock Performance Award Agreement under the
              1996 Stock Incentive Plan, 1999 Stock Incentive Plan and 2002
              Stock Incentive Plan (initial award).

    (10.24)*  Form of Restricted Stock Performance Award Agreement under the
              1996 Stock Incentive Plan, 1999 Stock Incentive Plan and 2002
              Stock Incentive Plan (subsequent award).

    (10.25)*  Form of Special Stock Option Agreement with Robert Essner dated
              June 21, 2001 (transferable option).

    (10.26)*  Form of Restricted Stock Award Agreement with Robert Essner dated
              June 21, 2001 (cliff vesting).

    (10.27)*  Form of Restricted Stock Award Agreement with Robert Ruffolo dated
              January 23, 2001 (phased vesting).

    (10.35)*  Directors' Deferral Plan as amended to date.

    (10.50)*  Equity Loan Agreement and Promissory Note, dated April 9, 2002,
              between the Company and Ulf Wiinberg.

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

    (13)      2002 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.


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


<PAGE>

    (21)      Subsidiaries of the Company.

    (23)      Consent of Independent Public Accountants, PricewaterhouseCoopers
              LLP, relating to their report dated January 27, 2003, except for
              Note 16 which is as of March 3, 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, 333-59668, 333-89318, 333-98619
              and 333-98623) by reference to the Form 10-K of the Company filed
              for the year ended December 31, 2002.

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

    (99.3)    Fifth Amendment, dated November 21, 2002, to Final Nationwide
              Class Action Settlement Agreement, dated November 18, 1999, as
              amended.

    (99.4)    Sixth Amendment, dated January 10, 2003, to Final Nationwide Class
              Action Settlement Agreement, dated November 18, 1999, as amended.

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

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