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, 1999                                           1-1225

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

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

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

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

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

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

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


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

Aggregate market value at March 15, 2000                   $67,731,906,486

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 15, 2000

Common Stock, $0.33 - 1/3 par value                          1,304,104,096

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) 1999 Annual Report to Shareholders - In Parts I, II and IV
(2) Proxy Statement filed March 17, 2000 - In Part III


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                                          PART I

ITEM 1.     BUSINESS


            General

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

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

            On March 21, 2000, the Company announced that it signed a definitive
            agreement with BASF Aktiengesellschaft ("BASF") for the sale of the
            Cyanamid Agricultural Products business.  Under the terms of the
            agreement, which are subject to certain customary conditions,
            including regulatory approval, BASF will pay AHPC $3.8 billion in
            cash and will assume certain debt.  The Company will record a non
            cash loss on the sale of this business of approximately $1.5 billion
            in the 2000 first quarter.  The loss is due primarily to basis
            differences for tax and financial reporting purposes, primarily
            goodwill related to the Cyanamid Agricultural Products business.

            On November 3, 1999, the Company and Warner-Lambert Company entered
            into an agreement to combine the two companies in a merger-of-equals
            transaction.  On February 6, 2000, the merger agreement was
            terminated.  In accordance with the merger agreement, the Company
            received a payment of $1.8 billion as a termination fee.

            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.

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

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

            In December 1996, the Company purchased the remaining equity
            interest in Genetics Institute, Inc. ("G.I."), that it did not
            already own for approximately $1.279 billion in cash. The purchase
            price exceeded the net assets acquired by approximately $1.057
            billion, resulting in the recognition of goodwill related to the
            commercial operations of approximately $359 million and a special
            charge of $470 million for the portion of the purchase price
            attributable to acquired in-process research and development.  G.I.
            also recorded a special charge of approximately $228 million for the
            liquidation of its outstanding stock options as of December 31,
            1996.

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

            Additional information relating to the Solgar and Solvay S.A.
            acquisitions, and the Sherwood-Davis & Geck and Storz dispositions
            is set forth in Note 2 of the Notes to Consolidated Financial
            Statements in the Company's 1999 Annual Report to Shareholders
            and is incorporated herein by reference.

            Operating Segments

            Financial information, by operating segment, for the three years
            ended December 31, 1999 is set forth in Note 11 of the Notes to
            Consolidated Financial Statements in the Company's 1999 Annual
            Report to Shareholders and is incorporated herein by reference.

            The Company is not dependent on any single or major group of
            customers for its sales.  The Company has four reportable
            segments as outlined below.  The product designations appearing
            in differentiated type herein are trademarks.

            PHARMACEUTICALS SEGMENT

            The Pharmaceuticals segment manufactures, distributes, and sells
            branded and generic human ethical pharmaceuticals, biologicals,
            nutritionals, and animal biologicals and pharmaceuticals.  These
            products are promoted and sold worldwide primarily to wholesalers,
            pharmacies, hospitals, physicians, retailers, veterinarians,
            and other human and animal health care institutions. Some of
            these sales are made to large buying groups representing certain
            of these customers.  Principal product categories for human use
            and their respective products are: women's health care products
            including PREMARIN, PREMPRO, PREMPHASE, LO/OVRAL (marketed as
            MIN-OVRAL internationally), and TRIPHASIL (marketed as TRINORDIOL
            internationally); infant nutritionals including S26 and 2ND AGE
            PROMIL (international markets only); cardiovascular products
            including CORDARONE and ZIAC; neuroscience therapies including

                                      I-2
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            ATIVAN, EFFEXOR and EFFEXOR XR; gastroenterology drugs including
            ZOTON (international markets only); anti-infectives including
            MINOCIN and ZOSYN (marketed as TAZOCIN internationally); vaccines
            including HIBTITER; biopharmaceuticals including BENEFIX
            Coagulation Factor IX (Recombinant) and RECOMBINATE Factor VIII
            (Recombinant); oncology therapies; musculoskeletal therapies
            including ENBREL, SYNVISC and LODINE XL; and transplantation
            products.  Principal animal health product categories include
            vaccines, pharmaceuticals, endectocides and growth implants.  The
            Company manufactures these products in the United States and Puerto
            Rico, and 19 foreign countries.

            Sales of women's health care products in the aggregate, and the
            PREMARIN family of products individually, accounted for more than
            10% of consolidated net sales in 1999 and 1998.  Sales of women's
            health care products in the aggregate accounted for more than 10%
            of consolidated net sales in 1997.  Additionally, women's health
            care products in the aggregate, and the PREMARIN family of products
            individually, were greater than 10% of consolidated operating
            income (loss) before taxes in 1999, 1998 and 1997.  Except for the
            products noted above, no other single pharmaceutical product or
            category of products accounted for more than 10% of consolidated
            net sales in 1999, 1998 or 1997.

            CONSUMER HEALTH CARE SEGMENT

            The Consumer Health Care segment manufactures, distributes and
            sells over-the-counter health care products.  Principal consumer
            health care product categories and their respective products are:
            analgesics including ADVIL; cough/cold/allergy remedies including
            ROBITUSSIN and DIMETAPP; nutritional supplements including CENTRUM
            products, CALTRATE and SOLGAR products; and hemorrhoidal, antacid
            and asthma relief items.  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 16 foreign countries.

            No single consumer health care product or category of products
            accounted for more than 10% of consolidated net sales in 1999,
            1998 or 1997.

            AGRICULTURAL PRODUCTS SEGMENT

            The Agricultural Products segment manufactures, distributes and
            sells crop protection and pest control products.  Principal
            agricultural product categories and their respective products are:
            herbicides including PURSUIT (marketed as PIVOT internationally),
            and PROWL (marketed as STOMP internationally); insecticides
            including COUNTER; and fungicides which are promoted to consumers
            worldwide and generally sold directly to wholesalers and retailers.
            In addition to the United States and Puerto Rico, these products
            are manufactured in eight foreign countries.

            On March 21, 2000, the Company announced that it signed a
            definitive agreement with BASF for the sale of the Cyanamid
            Agricultural Products business. (See Item 1. Business, General.)

            No single agricultural product or category of products accounted
            for more than 10% of consolidated net sales in 1999, 1998 or 1997.

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            CORPORATE AND ALL OTHER SEGMENT

            Corporate is responsible for the treasury, tax, legal and
            compliance operations of the Company's businesses and incurs and
            maintains certain assets, liabilities, expenses, gains and losses
            related to the overall management of the Company which are not
            allocated to the other reportable segments.  These items include
            gains on sales of investments and other corporate assets, interest
            expense, net, the gain on the sale of the Sherwood-Davis & Geck
            medical devices business, certain litigation provisions, including
            the REDUX and PONDIMIN litigation charge (see Item 3. Legal
            Proceedings), special charges, and other miscellaneous items.  All
            Other consists of the medical devices businesses which the Company
            exited completely in February 1998.  These businesses manufactured,
            distributed and sold medical devices products, which included
            needles and syringes, tubes, catheters, wound closure products,
            ophthalmic surgical equipment, enteral feeding systems,
            microsurgical equipment and other hospital products.

            No single medical device product or category of products
            accounted for more than 10% of consolidated net sales in 1998 or
            1997.

            Sources and Availability of Raw Materials

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

            Patents and Trademarks

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

            In the U.S. pharmaceuticals business, many of the Company's major
            products are not protected by patents.  LODINE XL, a product
            extension of LODINE, will have patent protection until at least
            2007.  ZIAC, a combination beta blocker and diuretic, will have
            patent protection until at least 2000.  SYNVISC, a visco
            supplementation for treatment of osteoarthritis of the knee, will
            have patent protection until at least 2010.  The anti-infective
            ZOSYN will have patent protection until at least 2007.  The tumor
            necrosis factor receptor (TNFR) ENBREL, will have patent protection
            until at least 2014.  The anti-depressant EFFEXOR will have patent
            protection until at least 2007 and EFFEXOR XR will have patent
            protection until at least 2017.  PREMPRO, a combination estrogen
            and progestin product, will have patent protection until at least
            2015.  BENEFIX Coagulation Factor IX (Recombinant), a blood
            clotting factor for hemophilia B, will have patent protection until
            2009 and RECOMBINATE, a concentrated recombinant human
            antihemophilic factor (Factor VIII), a product that helps regulate
            activation of the body's coagulation pathway, will have patent
            protection until 2014.
                                      I-4

<PAGE>

            In 1999 and early 2000, the Company received market clearance for
            several new pharmaceutical products including SONATA, REFACTO and
            PREVNAR.  SONATA, a non-benzodiazepine compound for the treatment of
            insomnia in adults will have patent protection until at least 2008.
            The albumin-free formulated recombinant factor VIII product for the
            treatment of hemophilia A, REFACTO, will have patent protection
            until at least 2014.  PREVNAR, the Company's seven-valent
            pneumococcal conjugate vaccine will have patent protection until
            2004 and, patent extension under the Waxman-Hatch Act will be
            applied for, extending this date until 2007.

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

            Seasonality

            Sales and results of operations of the U.S. agricultural products
            business are seasonal and tend to be heavily concentrated in the
            first six months of each year.  Sales of consumer health care
            products are affected by seasonal demand for cough/cold products
            and, as a result, second quarter results for consumer health care
            products tend to be lower than results in other quarters.

            Competition

            PHARMACEUTICALS

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

            The Company's competitive position is affected by several factors
            including resources available to develop, enhance and promote
            products, customer acceptance, product quality, patent protection,
            development of alternative therapies by competitors, scientific and
            technological advances, and governmental actions affecting pricing
            and generic substitutes.  In the United States, the growth of
            managed care organizations, such as health maintenance
            organizations and pharmaceutical benefit management companies, has
            resulted in increased competitive pressures.  The continued growth
            of generic substitutes is further promoted by legislation,
            regulation and various incentives enacted and promulgated in both
            the public and private sectors.

            PREMARIN, one of the Company's conjugated estrogens products
            manufactured from pregnant mare's urine and which has not had
            patent protection for many years, is the leader in its category and
            contributes significantly to sales and results of operations.
            PREMARIN's principal uses 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

                                      I-5
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            for the treatment of menopausal symptoms, and some 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.  Some companies have attempted to obtain approval for
            generic versions of PREMARIN.  These products, if approved, would
            be routinely substitutable for PREMARIN under many state laws and
            third-party insurance payer plans.  In May 1997, the U.S. Food and
            Drug Administration ("FDA") announced that it would not approve
            certain synthetic estrogen products as generic equivalents of
            PREMARIN given known compositional differences between the active
            ingredient of these products and PREMARIN.  Although the FDA has
            not approved any generic equivalent to PREMARIN to date, PREMARIN
            will continue to be subject to competition from existing and new
            competing estrogen and other products for its approved indications
            and may be subject to 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.

            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 that any
            future health care initiatives may have on the Company's worldwide
            results of operations, the Company believes that the pharmaceutical
            industry will continue to play a very positive role in helping to
            contain global health care costs through the development of
            innovative products.

            CONSUMER HEALTH CARE

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

            The growth of generic and store brands continued to impact some of
            the Company's consumer health care branded product line categories
            in 1999 and is expected to continue during 2000.

            AGRICULTURAL PRODUCTS

            The Company operates in the highly competitive agrochemical
            industry.  The agricultural products business has over 40
            competitors worldwide and ranks in the top 10 based on net sales.
            Among these companies, the top 10 competitors are multinational,
            representing over 85% of the sales in the agrochemical market.
            Competitive factors include product efficacy, distribution channels
            and resource availability for development of new products and
            improvement of existing ones.  There can also be generic competition
            when products are no longer patent protected.  Additionally, the
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            rapid acceptance of genetically modified seed has generated
            competition from agricultural products not traditionally used on
            crops grown from conventional seed.  This had an adverse effect on
            the results of operations of the agricultural products segment for
            the year ended 1999 and is expected to continue to have an adverse
            effect in subsequent periods.  In addition, depressed agricultural
            commodity prices had an adverse effect and are expected to continue
            to have an adverse effect on farmer demand for premium crop
            protection products.

            On March 21, 2000, the Company announced that it signed a
            definitive agreement with BASF for the sale of the Cyanamid
            Agricultural Products business. (See Item 1. Business, General.)

            GENERAL

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

            Research and Development

            Worldwide research and development activities are focused on
            developing and bringing to market new products to treat and/or
            prevent some of the most serious health care and agricultural
            problems.  Research and development expenditures totaled
            approximately $1.740 billion in 1999, $1.655 billion in 1998, and
            $1.558 billion in 1997 with approximately 87%, 84% and 80% of these
            expenditures in the pharmaceutical area in 1999, 1998 and 1997,
            respectively.

            The Company currently has nine New Drug Applications and 22
            Supplemental Drug Applications filed with the FDA for review, and
            128 active Investigational New Drug Applications and two Biologics
            License Applications pending.  During 1999, several major
            collaborative research and development arrangements were continued
            with other pharmaceutical and biotechnology companies.
            Additionally, the animal health business has 64 Veterinary Biologics
            License Applications awaiting approval by the U.S. Department of
            Agriculture ("USDA"), and the agricultural products business has 25
            applications and the animal health business has one application for
            new products and/or expanded use of existing products awaiting
            approval by the U.S. Environmental Protection Agency ("EPA").

            In 1999, FDA approval was granted for SONATA, a first in a new class
            of non-benzodiazepine chemical compounds for the treatment of
            insomnia in adults, and RAPAMUNE Oral Solution, the first in a new
            class of immunosuppressive agents developed for the prevention of
            organ rejection in kidney transplant patients.  EFFEXOR XR,
            approved for the treatment of depression in 1997, was approved in
            1999 for a new indication, generalized anxiety disorder (GAD).
            Also during 1999, the Company received marketing approval for
            MENINGITEC by the United Kingdom ("U.K.") Medicines Control Agency
            for the world's first conjugate vaccine against meningococcal Group
            C disease, one of the primary causes of meningitis and septicemia
            in children in the U.K. and other countries of the world.
            Additionally, in 1999, the European Medicines Evaluation Agency
            issued marketing authorization for REFACTO, the Company's
            albumin-free formulated recombinant factor VIII product for the
            treatment of hemophilia A, which received FDA approval in March
            2000.  In 1999, the Company also received EPA approval for BACKDRAFT
            and EXTREME herbicides that are combinations of glyphosate and
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            Cyanamid's imidazolinones for use on soybeans, and HABITAT
            herbicide, a wildlife habitat management product.

            Regulation

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

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

            The manufacture and sale of pesticides in the U.S. are regulated by
            the EPA.  No new pesticide and no existing pesticide for a new use
            may be manufactured, processed or used in the United States without
            prior notice to or approval from, the EPA.  Outside the United
            States, agricultural chemicals are regulated by various agencies,
            often by standards which differ from those in the United States.

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            Environmental

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

            Additional information on environmental matters is set forth in
            Notes 5 and 10 of the Notes to Consolidated Financial Statements in
            the Company's 1999 Annual Report to Shareholders and is
            incorporated herein by reference.

            Employees

            At the end of 1999, the Company had 51,656 employees worldwide,
            with 27,261 employed in the United States including Puerto Rico.
            Approximately 26% 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 Foreign
            Operations

            Financial information about U.S. and international operations for
            the three years ended December 31, 1999 is set forth in Note 11 of
            the Notes to Consolidated Financial Statements in the Company's
            1999 Annual Report to Shareholders and is incorporated herein by
            reference.

            The Company's operations outside the United States are conducted
            primarily through subsidiaries.  International sales in 1999
            amounted to 43% of the Company's total worldwide net sales.

            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 "Liquidity, Financial Condition and Capital
            Resources" in Management's Discussion and Analysis of Financial
            Condition and Results of Operations in the Company's 1999 Annual
            Report to Shareholders and is incorporated herein by reference.

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ITEM 2.     PROPERTIES

            The Company's corporate headquarters and the headquarters of its
            domestic consumer health care business are located in Madison, New
            Jersey.  The Company's domestic and international human ethical
            pharmaceutical operations and its international consumer health care
            business are headquartered in Radnor and St. Davids, Pennsylvania.
            The Company's animal health business is headquartered in Overland
            Park, Kansas.  The agricultural products business maintains its
            headquarters in Parsippany, New Jersey.  The Company's foreign
            subsidiaries and affiliates, which generally own their properties,
            have manufacturing facilities in 23 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,
            1999, listed in alphabetical order by state or country.  All of
            these properties are owned except certain facilities in Cambridge,
            Massachusetts, Cherry Hill, New Jersey, Guayama, Puerto Rico and
            Suzhou, China which are under lease.  The Company also owns or
            leases a number of other smaller properties worldwide which are
            used for manufacturing, research, warehousing and office space.

            Pharmaceuticals and Consumer Health Care:

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

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

                                  I-10

<PAGE>

            All of the above facilities are exclusively pharmaceuticals
            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 and Hsin-Chu
            Hsien, Taiwan which are both pharmaceuticals and consumer health
            care facilities.

            Agricultural Products:

               United States:
               Hannibal, Missouri (M)
               Princeton, New Jersey (R)

               International:
               Paulinia, Brazil (M)
               Resende, Brazil (M)
               Genay, France (M)


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 September 15, 1997, the Company's Wyeth-Ayerst Laboratories
            division, the manufacturer of PONDIMIN (fenfluramine) and the
            distributor of REDUX (dexfenfluramine), announced a voluntary and
            immediate withdrawal of these antiobesity products.  The Company
            took this action on the basis of new, preliminary information
            provided to the Company on September 12, 1997 by the FDA regarding
            heart valve abnormalities in patients using these products.  The
            Company estimates that approximately 6 million people used these
            products in the United States.

            On October 7, 1999, the Company announced a comprehensive, national
            settlement to resolve litigation brought against the Company
            regarding the use of REDUX or PONDIMIN.  This nationwide, class
            action settlement is open to all REDUX or PONDIMIN users in the
            United States, regardless of whether they have lawsuits pending, and
            offers a range of benefits depending on a participant's particular
            circumstances, including a refund program for the cost of the drugs;
            medical screening; additional medical services 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. American Home Products
            Corporation, No. 99-20593).  The settlement covers all claims
            arising out of the use of REDUX or PONDIMIN except for claims of
            Primary Pulmonary Hypertension ("PPH").  The settlement provides
            opportunities during three different time periods for claimants to
            opt out of the settlement.  Under certain circumstances, the Company
            will receive credits for future settlement payments to claimants who
            opt out of the settlement.  The Company may terminate the settlement
            at its discretion based on the number of initial opt outs.  The
            initial opt out period ends March 30, 2000.  The settlement states

                                      I-11

<PAGE>

            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.

            On November 23, 1999, U.S. District Judge Louis C. Bechtle, the
            judge overseeing the federal MDL litigation in Philadelphia, granted
            preliminary approval of the settlement and directed that notice of
            the settlement terms be provided to class members.  The notice
            program began in December 1999.  Judge Bechtle has scheduled a
            fairness hearing to take place in Philadelphia beginning on May 1,
            2000.

            Payments by the Company into the settlement funds will continue for
            approximately 16 years after final judicial approval, if needed, to
            provide settlement benefits to members of the class.  Payments to
            the settlement funds in 1999 were $75 million with approximately
            $1.78 billion to be paid over approximately the next two years
            (approximately $1.0 billion of which is subject to final judicial
            approval).  A charge of $4.75 billion has been recorded to provide
            for expected payments to the settlement funds, other judgments and
            settlements (including claims for PPH and opt outs), and future
            legal costs, net of available insurance.

            As of March 27, 2000, the Company has been served or is aware that
            it has been named as a defendant in 9,456 lawsuits as the
            manufacturer of PONDIMIN and/or the distributor of REDUX.  These
            lawsuits have been filed on behalf of individuals who claim to have
            been injured as a result of their use of PONDIMIN and/or REDUX,
            either individually or in combination with the prescription drug
            phentermine (which the Company does not manufacture, distribute or
            market).  The lawsuits also often name as defendants other
            distributors and/or retailers of PONDIMIN and/or REDUX, the
            manufacturers, distributors and/or retailers of phentermine, and
            physicians or other health care providers.  The Company anticipates
            that it will be named as a defendant in an unknown number of
            additional PONDIMIN and/or REDUX lawsuits in the future.

            Of the 9,456 lawsuits naming the Company as a defendant, 114 are
            actions that seek certification of a class, some on a national and
            others on a statewide basis.  Of these 114 lawsuits, 47 are pending
            in various federal district courts and 67 are pending in various
            state courts.  A number of the actions brought in state courts have
            been removed to federal courts.  Individual plaintiffs have filed
            the remaining lawsuits: 1,725 such lawsuits are pending in
            various federal district courts and 7,617 such lawsuits are
            pending in various state courts.  The 9,456 lawsuits contain a
            total of 18,550 plaintiffs (not including spouse or consortium
            claims).  On December 10, 1997, the federal Judicial Panel on
            Multidistrict Litigation transferred all pending federal lawsuits
            alleging injuries from the use of REDUX and/or PONDIMIN to the U.S.
            District Court for the Eastern District of Pennsylvania, where they
            have been coordinated for all pretrial purposes.  The state cases
            are pending in 51 different states or jurisdictions, with the bulk
            of the cases in Alabama, California, Florida, Nevada, New Jersey,
            New York, Pennsylvania, Texas and Utah.

            Plaintiffs' allegations of liability are based on various theories
            of recovery, including, but not limited to, product liability,
            strict liability, negligence, various breaches of warranty,
            conspiracy, fraud, misrepresentation and deceit.  These lawsuits
            typically allege that the short or long-term use of PONDIMIN and/or
            REDUX, independently or in combination (including the combination of
            PONDIMIN and phentermine popularly known as "fen/phen"), causes,
            among other things, PPH, valvular heart disease and/or neurological
            dysfunctions.  In addition, some lawsuits allege severe emotional

                                      I-12

<PAGE>

            distress caused by the knowledge that ingestion of these drugs,
            independently or in combination, could cause such injuries.
            Plaintiffs typically seek relief in the form of monetary damages
            (including general damages, medical care and monitoring expenses,
            loss of earnings and earnings capacity, compensatory damages and
            punitive damages), generally in unspecified amounts, on behalf of
            the individual or the class.  In addition, some actions seeking
            class certification ask for certain types of purportedly equitable
            relief, including, but not limited to, declaratory judgments and the
            establishment of a research or medical surveillance program.

            Motions to certify a class of state residents who used REDUX or
            PONDIMIN and who are seeking medical monitoring or surveillance for
            possible injuries (or compensation for medical screening already
            performed) have been granted in Illinois (Rhyne, et al. v. AHPC, et
            al., Circuit Court, Chancery Division, Cook Cty., No. 98-CH-04099);
            Montana (Lamping, et al. v. American Home Products, Inc., et al.,
            Fourth Judicial District Court, Missoula Cty., No. DV-97-85786);
            New Jersey (Vadino, et al. v. AHPC, et al., Superior Court,
            Middlesex Cty., No. MID-L-425-98); New York (In re: New York Diet
            Drug Litigation; Cunningham, et al. v. American Home Products
            Corporation, et al., Sup. Ct., New York Cty., Nos. 70000/98,
            401962/98); Pennsylvania (In re: Pennsylvania Diet Drugs Litigation,
            Court of Common Pleas, Philadelphia Cty., No. 9709-3162); Texas
            (Earthman, et al. v. AHPC, District Court, Montgomery Cty., No.
            97-10-03790-CV); Washington (St. John, et al. v. AHPC, et al.,
            Superior Court, Spokane Cty., No. 97-2-06368-4); and West Virginia
            (Burch, et al. v. AHPC, et al., Circuit Court, Brooke Cty., No.
            97-C-204 (1-11)).  In Kentucky, one court has certified a medical
            monitoring class for all Kentucky residents who were patients of a
            particular Kentucky weight loss clinic (Guard, et al. v. A.H. Robins
            Co., Inc., et al., Boone Circuit Court, No. 98-CI-795) and another
            has certified, on an ex parte basis, a statewide medical monitoring
            class (Feltner, et al. v. AHPC, et al., Leslie Circuit Court, No.
            99-CI-00127), notwithstanding a recent opinion by a third court that
            a medical monitoring cause of action does not exist under Kentucky
            law (Wood, et al. v. AHPC, et al., Jefferson Circuit Court, No.
            97-CI-5873, June 23, 1999).  On August 26, 1999, Judge Bechtle
            granted conditional class certification of an MDL medical
            monitoring class comprising individuals who used either of the diet
            drugs for 30 days or more and who (a) do not have a present lawsuit
            alleging personal injury, (b) do not live in one of the states
            where a statewide medical monitoring class has already been
            certified, and (c) are not asymptomatic residents of states which
            require actual injury to pursue a medical monitoring claim.
            (Jeffers, et al. v. American Home Products Corporation, No.
            98-20626, U.S.D.C., E.D. Pa.).

            Claims for medical monitoring have also been dismissed or denied
            class certification in several states.  In Florida, the trial court
            dismissed plaintiffs' claims for medical monitoring on the grounds
            that no such cause of action exists under Florida law (Petito, et
            al. v. A.H. Robins Company, Inc., et al., Circuit Court, Dade Cty.,
            No. 97-26031 CA 21), although that decision was recently reversed
            by an intermediate appellate court and the Company is now seeking
            review by the Florida Supreme Court.  The New Mexico District Court
            has dismissed a proposed statewide medical monitoring class action
            lawsuit in that state on the grounds that there is no cause of
            action for medical monitoring under New Mexico law without physical
            injury (Sandoval, et al. v. Wyeth-Ayerst Laboratories Division of
            American Home Products Corporation, No. D0101-CV-9802295, First
            Jud. Dist., Santa Fe Cty., NM).  In California, the court
            overseeing the California diet drug litigation has denied class

                                      I-13

<PAGE>

            certification in the proposed California medical monitoring action
            on the grounds that common issues do not predominate over the many
            individual issues (In re: Diet Drug Cases, No. JCCP 004032, Dep't
            SE D, Super. Ct., CA).  In Arkansas, a proposed class seeking
            damages for personal injuries as well as monitoring was denied
            certification because of the myriad individual medical and legal
            issues presented by the plaintiffs' claims (Baker, et al. v.
            Wyeth-Ayerst Laboratories Division, a Division of American Home
            Products Corporation, et al., Circuit Court, Washington Cty., No.
            CIV 97-1192).  That decision has been affirmed by the Arkansas
            Supreme Court.  Class certification has also been denied in Iowa
            (Luce, et al. v. Gate Pharmaceuticals, et al., No. CE 35476, Dist.
            Ct., Polk Cty.).  In Iowa, the court found that a cause of action
            for medical monitoring existed under Iowa law, but only where the
            exposure to the harmful substance is probable and the injury is
            latent.  The court denied certification of the medical monitoring
            class on the ground that there was no evidence that the injuries
            alleged by the diet drug plaintiffs were latent.

            On August 6, 1999, the jury hearing the case of Lovett v.
            Wyeth-Ayerst Laboratories Division of American Home Products Corp.,
            et al. (294th Jud. Dist. Ct., Van Zandt Cty., TX) returned a
            verdict in favor of the plaintiff and against the Company for
            $3.3 million in compensatory damages and $20 million in punitive
            damages.  In September 1999, prior to consideration of the
            Company's post-trial motions to reduce the award or overturn the
            verdict, the Lovett case was settled for less than 10% of the
            amounts awarded in the verdict.

            In New Jersey, trial of the statewide medical monitoring class
            action which had begun on August 11, 1999 (Vadino, et al. v. AHPC,
            et al., Superior Court, Middlesex Cty., No. MID-L-425-98) has been
            stayed pending finalization of the national settlement.

            On December 22, 1999, a jury in Fayette, Mississippi hearing the
            claims of five plaintiffs in the case of Washington v. AHPC returned
            a verdict of $150 million in compensatory damages.  Prior to the
            jury's deliberation on plaintiffs' claims for punitive damages, the
            Company and plaintiffs' counsel reached an agreement to settle the
            cases of these five plaintiffs and virtually all of the diet drug
            cases then pending in state court in Mississippi for an undisclosed
            amount.  The Mississippi court thereupon entered judgment for the
            Company notwithstanding the verdict on compensatory damages and
            directed a verdict in the Company's favor on punitive damages.

            The Company is also named as a defendant in two shareholder
            lawsuits arising out of the REDUX and PONDIMIN withdrawal.  Oran,
            et al. v. Stafford, et al. (No. 97-CV-4513 (NHP), U.S.D.C., D.N.J.)
            is a securities fraud putative class action in which plaintiffs
            allege, on behalf of a class of individuals who purchased shares of
            AHPC stock on the open market during the period from March 1, 1997
            through September 16, 1997, that the Company (and nine officers and
            directors named as controlling persons under Section 20(a) of the
            Securities Exchange Act of 1934) engaged in a plan to defraud the
            market and purchasers of AHPC stock in violation of Section 10(b) of
            the Exchange Act and SEC Rule 10b-5 by failing to disclose material
            facts or making material misstatements of fact regarding alleged
            adverse events associated with REDUX and PONDIMIN, in particular the
            alleged association between those two products and valvular heart
            disease.  Plaintiffs' amended complaint also includes claims for
            negligent misrepresentation and common law fraud and deceit.
            Plaintiffs seek compensatory damages for themselves and for the
            class.  On February 5, 1999, the Oran case was dismissed with

                                      I-14

<PAGE>

            prejudice by the U.S. District Court for the District of New Jersey.
            Plaintiffs have appealed the decision to the U.S. Court of Appeals
            for the Third Circuit.  Grill v. Stafford, et al., (No. MRS-L-164-
            98, N.J. Sup. Ct., Morris Cty.) is a shareholder derivative action
            filed against the Company, the directors and certain officers which
            seeks to recover any losses or damages sustained by the Company as
            a result of alleged intentional, reckless or negligent breaches of
            fiduciary duty by the directors and officers.  The complaint alleges
            that the directors and officers were aware of the propensity of
            REDUX and/or PONDIMIN to cause serious heart valve damage and failed
            to disclose that fact, exposing the Company to liability for
            personal injury lawsuits and securities claims.  The Grill action
            has been stayed pending the outcome of the Oran appeal.

            The Company believes that it has meritorious defenses to these
            actions and that it has acted properly at all times in dealing with
            REDUX and PONDIMIN matters.  The Company intends to defend all of
            the remaining REDUX and PONDIMIN litigation vigorously.

            At December 31, 1999, there were 3,697 lawsuits, filed on behalf of
            41,124 plaintiffs, against the Company or its Wyeth-Ayerst
            Laboratories division alleging injuries as a result of use of the
            NORPLANT SYSTEM, the Company's implantable contraceptive containing
            levonorgestrel.  The majority of the NORPLANT SYSTEM lawsuits,
            representing approximately 3/4 of the plaintiffs, have been filed in
            federal courts and have been consolidated before Judge Richard
            Schell in the U.S. District Court for the Eastern District of Texas.
            The remainder of the lawsuits are pending in state courts.

            In September 1999, the Company announced that it had reached an
            agreement with plaintiffs' counsel, representing virtually all of
            the plaintiffs with lawsuits pending against the Company, to settle
            the NORPLANT SYSTEM lawsuits for $1,500 per claimant.  That
            settlement proposal has been communicated by plaintiffs' attorneys
            to their clients with a recommendation that they accept the offer.
            The agreement to recommend settlement will not cover plaintiffs who
            allege that they experienced either idiopathic intracranial
            hypertension or stroke.  The cost of the settlement is anticipated
            to be approximately $50 million.  As of March 27, 2000, releases had
            been received from 30,105 plaintiffs pursuant to the settlement
            program.  The Company anticipates that its insurance coverage will
            be sufficient to cover the cost of the settlement and any remaining
            NORPLANT SYSTEM litigation.  The Company will continue to contest
            any remaining NORPLANT SYSTEM litigation vigorously.

            Two putative personal injury class actions have been filed in
            Louisiana in connection with the Company's voluntary market
            withdrawal of DURACT, its non-narcotic analgesic pain reliever.
            Chimento, et al. v. Wyeth-Ayerst Laboratories Company, et al., filed
            in the District Court of Louisiana for the Parish of St. Bernard,
            and Martin, et al. v. Wyeth-Ayerst Laboratories, et al., filed in
            the District Court of Louisiana for Orleans Parish, each seek the
            certification of a class of Louisiana residents who were exposed to
            and who suffered injury from DURACT.  Plaintiffs in both cases seek
            compensatory and punitive damages, the refund of all purchase costs,
            and the creation of a court-supervised medical monitoring program
            for the diagnosis and treatment of liver damage and related
            conditions allegedly caused by DURACT.  A putative nationwide class
            action, McGloin v. Wyeth-Ayerst Laboratories Division of American
            Home Products Corporation, filed in the U.S. District Court for the
            Northern District of California (No. C-98-2596-CW), has been

                                      I-15

<PAGE>

            dismissed.  Additionally, there are 25 individual lawsuits involving
            37 former DURACT users.  They allege myriad injuries, from
            gastrointestinal upset and distress to liver transplant and death.
            The Company intends to defend the DURACT litigation vigorously.

            The Company has been named as a defendant in ten 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 Alabama,
            California, Florida, New Jersey, New York, Ohio, Oklahoma,
            Pennsylvania, Texas and South Carolina and contain virtually
            identical allegations.  The cases that had been pending in
            California, Florida, Ohio and New Jersey have been dismissed as to
            Sherwood.  Six cases remain pending.  (Daniels v. AHPC, et al.,
            No.2757-G, Circ. Ct., Montgomery Cty., AL; Benner v. Becton
            Dickinson and Co., et al., No. 99 Civ. 4785 (JGK) U.S.D.C.,
            S.D.N.Y; Palmer v. AHPC, et al., No. CJ-98-685, Dist. Ct., Sequoyah
            Cty., OK; Brown v. AHPC, et al., No. 03474, Ct. Comm. Pleas,
            Philadelphia Cty., PA; Calvin v. AHPC, et al., No. 342-173329-98,
            Dist. Ct., Tarrant Cty., TX; Bales v. AHPC, et al., No. 98-CP-
            40-4343, Ct. Comm. Pleas, Richland Cty., SC).  Each lawsuit names
            AHPC, Becton Dickinson and Company ("BD"), Sherwood's largest
            competitor, and Tyco International (U.S.) Inc. ("Tyco"), Sherwood's
            current corporate owner, as well as several distributors of medical
            devices.  The complaints allege that the needle and syringe devices
            designed and manufactured by Sherwood are defective in that they
            expose health care workers to the risk of accidental needlesticks
            and the resultant possibility of acquiring blood-borne diseases.
            Each named plaintiff seeks to represent a statewide class of
            health care workers who have sustained a "contaminated" needlestick;
            reported the incident to their employer and tested negative for
            a blood-borne disease.  The complaints seek recovery for the costs
            of treating the needlesticks.  The Company is being defended and
            indemnified in each of these cases by Tyco with respect to injuries
            alleged to have occurred after February 27, 1998, the date of the
            closing of the sale of Sherwood to Tyco.  The Company remains
            responsible for injuries occurring prior to that date and is
            defending and indemnifying Tyco for those injuries.  On January 13,
            2000, the court in the Calvin matter conditionally certified a
            class.  The class consists of all Texas health care workers who,
            between April 9, 1998 and January 13, 2000, were stuck with a
            Sherwood or BD standard (non-safety) needle or blood collection
            device, after the needle was withdrawn from a patient, and who
            reported the needlestick.  Health care workers who were stuck with a
            needle used on a patient who was infected by a blood-borne pathogen
            are specifically excluded from the class.  The defendants have
            appealed the class certification order to the Texas Supreme Court.
            Discovery in the remaining cases remains dormant pending resolution
            of the Texas appeal.  The Company will defend the needlestick
            litigation vigorously.

            A purported class action has been filed in the Pennsylvania Court of
            Common Pleas, Delaware County, on behalf of a proposed class
            consisting of all persons in the Commonwealth of Pennsylvania who
            have been administered and who paid for, in whole or in part, the
            Company's ROTASHIELD vaccine. (Lennon, et al. v. Wyeth-Ayerst
            Laboratories, et al., No. 99-13101).  The complaint alleges, inter
            alia, breach of contract, breach of warranty, unjust enrichment and
            violation of the Pennsylvania Unfair Trade Practices Act and seeks
            minimum damages of $100 per class member plus treble damages and
            attorneys' fees.  The Company intends to defend the case vigorously.

                                      I-16

<PAGE>

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

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

            Subsequently, numerous other cases, many of which were purported
            class actions brought on behalf of retail pharmacies and retail
            drug and grocery chains, were filed in various federal courts
            against the Company as well as other pharmaceutical manufacturers
            and wholesalers.  These cases made one or more similar allegations
            of violations of federal or state antitrust or unfair competition
            laws.  In addition, a mail order pharmacy plaintiff alleged that it
            was forced out of business and certain plaintiffs also alleged that
            the defendants' patents covering brand name prescription drugs give
            the defendants power to enter into exclusionary arrangements with
            certain managed care customers and sought compulsory patent
            licenses.  The various class actions were consolidated as a single
            class action (the "Consolidated Class Action") which alleged
            violations of Section 1 of the Sherman Act.  All of the federal
            actions have been coordinated and consolidated for pretrial purposes
            under the caption In re Brand Name Prescription Drugs Antitrust
            Litigation (MDL 997 N.D. Ill.).  These federal actions sought treble
            damages in unspecified amounts and injunctive and other relief.

                                      I-17

<PAGE>

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

            In January 1999, after a trial on the merits involving
            manufacturers and wholesalers that had not previously settled the
            Consolidated Class Action case, the federal district court granted
            a directed verdict to the defendants in that case.  The U.S. Court
            of Appeals for the Seventh Circuit reaffirmed the directed verdict
            in favor of defendants on the conspiracy allegations, except with
            respect to the allegation of a conspiracy relating to
            manufacturers' efforts to comply with government requests to limit
            price increases to the increase in the Consumer Price Index ("CPI").
            After remand of the case, the federal district court granted summary
            judgment to the defendant manufacturers on the CPI issue.

            The Company has also settled the following cases brought by
            retailers that opted out of the Consolidated Class Action:
            Albertson's, Inc., et al. v. Abbott Labs., et al. (Docket No.
            94-C-3669, S.D. Ohio); American Drug Stores, Inc. v. Abbott Labs.,
            et al. (Docket No. 97-C-8076, N.D. Ill.); Eckerd Corp. v. Abbott
            Labs., et al. (Docket No. 97-C-8075, N.D. Ill.); and two groups of
            cases brought by retail pharmacies, one involving five complaints
            with multiple plaintiffs and the other involving 113 complaints
            with multiple plaintiffs.  The Company has also settled a group of
            cases brought by various retail pharmacies that had opted out of the
            federal class action. (Marc Glassman, Inv. v. Abbott Labs. (N.D.
            Ohio)).  The terms of the settlements, which are not material
            to the Company, provide that they shall not be deemed to be an
            admission of or evidence of any violation of any statute or law or
            of any liability or wrongdoing by the Company.  The remaining
            individual actions in MDL 997, including those brought by Rite Aid
            Corporation, Revco D.S. Inc., and certain other retailers, continue
            to be pending against the Company.

            In 1997, the Consolidated Class Action plaintiffs also filed a
            complaint against the defendants that settled the Consolidated Class
            Action, including the Company.  The class action plaintiffs allege
            that the settling defendants conspired to not implement the
            affirmative obligations in the settlement agreements which were

                                      I-18

<PAGE>

            before the Seventh Circuit Court of Appeals and not yet final at
            that time.  The complaint seeks class action status and requests
            preliminary and permanent injunctions.  It does not request money
            damages.  The request for a preliminary injunction was denied.

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

            The cases currently remaining against the Company in the brand name
            prescription drugs litigation are: a second consumer case filed in
            Tennessee and the consumer cases in New Mexico, North Dakota, South
            Dakota and West Virginia; a California case involving certain
            retail pharmacies; a Mississippi case on behalf of two pharmacies;
            and cases brought by the Rite Aid Pharmacy chain and certain other
            pharmacies.

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

            In an action commenced in state court in Texas in January 1997 by
            Avatex Corporation (formerly FoxMeyer Health Corporation) against
            McKesson Corp., the Company's Wyeth-Ayerst Laboratories Division and
            eleven other manufacturers, which was removed to U.S. District
            Court of the Northern District of Texas (Civil Action No.
            3:99-CV-0010-L) and referred to U.S. Bankruptcy Court in
            Dallas, Texas (Adv. No. 397-3052, U.S.B.C., N.D. Tex.), Avatex is
            seeking in excess of $400 million in compensatory damages alleged to
            have risen from an alleged conspiracy to drive Avatex's subsidiary
            into bankruptcy, ostensibly so that McKesson could then purchase the
            drug distribution operations of the subsidiary at a discounted
            price.  Avatex has conceded that the counts alleging violation of
            the antitrust laws and unfair competition are property of the
            debtor's estate.  The Bankruptcy Trustee has agreed to dismiss any
            claims against the Company that belong to the debtor's estate.  The
            plaintiff's conspiracy counts were dismissed, but that dismissal has
            been appealed by Avatex.

            Plaintiffs in a purported class action commenced in 1997 in state
            court in Tennessee, Fox v. American Cyanamid Company (No. 19,996,
            Ch. Ct. Tenn.) alleged violations of state antitrust and consumer
            protection laws by Cyanamid concerning pricing practices relating to
            marketing programs for crop protection products.  The action

                                      I-19

<PAGE>

            purported to be on behalf of indirect purchasers of Cyanamid's crop
            protection products in the states of Tennessee, Alabama, California,
            Florida, Kansas, Maine, Michigan, Minnesota, Mississippi, New
            Mexico, North Carolina, North Dakota, South Dakota, West Virginia,
            Wisconsin and the District of Columbia.  An agreement to settle the
            case for $5.2 million was initially approved by the court but was
            subsequently set aside.  Cyanamid is seeking to appeal the decision
            setting aside the settlement.  Plaintiffs have filed an amended
            complaint on behalf of a purported class of indirect purchasers in
            Tennessee and Kansas only.

            A purported class action in federal court in Alabama, Lowell v.
            American Cyanamid Company (No. 97-581-BH-M, U.S.D.C., S.D. Ala.)
            alleges violations of federal antitrust laws involving pricing
            practices relating to marketing programs for crop protection
            products.  This action was dismissed but the U.S. Court of Appeals
            for the 11th Circuit reversed the dismissal and plaintiffs then
            filed an amended complaint with similar allegations.

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

            In 1999, the Brazilian Administrative Council for Economic Defense
            ("CADE") and other government bodies initiated investigations of
            Laboratories Wyeth-Whitehall Ltda. and other pharmaceutical
            companies concerning possible violation of Brazilian competition
            laws.  CADE alleges that the companies 1) sought to establish
            uniform commercial policies regarding wholesalers and 2) refused to
            sell product to wholesalers that distribute generic products
            manufactured by certain Brazilian pharmaceutical companies.  The
            Company is providing information to CADE and other government
            bodies.

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

            As discussed in Item I, the Company is a party to, or otherwise
            involved in, legal proceedings under CERCLA and similar state laws
            directed at the cleanup of various sites including 57 Superfund
            sites, including the Cyanamid-owned Bound Brook, N.J. site.  The
            Company's potential liability varies greatly from site to site.  For
            some sites, the potential liability is de minimis and, for others,
            the final costs of cleanup have not yet been determined.  As
            assessments and cleanups proceed, these liabilities are reviewed
            periodically and are adjusted as additional information becomes
            available.  Environmental liabilities are inherently unpredictable.
            The liabilities can change substantially due to such factors as
            additional information on the nature or extent of contamination,
            methods of remediation required and other actions by governmental
            agencies or private parties.  The 57 Superfund sites exclude sites
            for which Cytec assumed full liability and agreed to indemnify
            Cyanamid but include certain sites for which there is shared
            responsibility between Cyanamid and Cytec.  The Company has no

                                      I-20

<PAGE>

            reason to believe that it has any practical exposure to any of the
            liabilities against which Cytec has agreed to assume and indemnify
            Cyanamid.

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

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


            None.

                                      I-21

<PAGE>


EXECUTIVE OFFICERS OF THE REGISTRANT AS OF MARCH 29, 2000


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

                                                               Elected to
          Name           Age    Offices and Positions            Office

John R. Stafford         62     Chairman of the Board,          December 1986
                                  President and Chief
                                  Executive Officer
                                  Chairman of
                                  Executive, Finance,
                                  Operations, Nominating
                                  and Retirement Committees

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

Robert Essner            52     Executive Vice President        September 1997
                                  Director, Member of Finance,
                                  Operations 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 date,
                                  Executive Vice President

Joseph J. Carr           57     Senior Vice President           May 1993
                                  Member of Finance and
                                  Operations Committees

  Business Experience:          To May 1993, Group Vice
                                  President
                                May 1993 to date,
                                  Senior Vice President

                                      I-22

<PAGE>
                                                               Elected to
          Name           Age    Offices and Positions            Office


John R. Considine        49     Senior Vice President           February 2000
                                  - Finance
                                  Member of Finance, Operations
                                  and Retirement Committees

   Business Experience:         1992 to January 2000, Vice
                                  President - Finance
                                February 2000 to date, Senior
                                  Vice President - Finance

Louis L. Hoynes, Jr.     64     Senior Vice President and       November 1990
                                  General Counsel
                                  Member of Finance, Operations
                                  and Retirement Committees

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

Robert I. Levy, M.D.     62     Senior Vice President           March 1998
                                  - Science and Technology
                                  Member of Finance and
                                  Operations Committees

   Business Experience:         To March 1998, President,
                                  Wyeth-Ayerst Research
                                March 1998 to date, Senior Vice
                                  President - Science and
                                  Technology

                                      I-23

<PAGE>
                                                               Elected to
          Name           Age    Offices and Positions            Office

Kenneth J. Martin        46     Senior Vice President and       February 2000
                                  Chief Financial Officer
                                  Member of Finance, Operations
                                  and Retirement Committees

   Business Experience:         August 1995 To October 1996
                                  President, American Home Foods
                                November 1996 To February 1997
                                  President, International Home
                                  Foods, Inc.
                                February 1997 To March 1997
                                  Executive Vice President,
                                  Wyeth-Ayerst Pharmaceuticals
                                March 1997 To September 1998
                                  President, Whitehall-Robins
                                October 1998 To January 2000
                                  Senior Vice President
                                  and Chief Financial Officer,
                                  Wyeth-Ayerst Pharmaceuticals
                                February 2000 to date, Senior
                                  Vice President and Chief
                                  Financial Officer

William J. Murray        54     Senior Vice President           October 1995
                                  Member of Finance and
                                  Operations Committees

   Business Experience:         To January 1995, Group Vice
                                  President, American Cyanamid
                                  Company

                                January 1995 to October 1995,
                                  Vice President
                                October 1995 to date, Senior
                                  Vice President

David M. Olivier         56     Senior Vice President           January 1996
                                  Member of Finance and
                                  Operations Committees

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

                                      I-24

<PAGE>
                                                               Elected to
          Name           Age    Offices and Positions            Office

Paul J. Jones            54     Vice President and Comptroller  May 1995
                                  Member of Finance Committee

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

Rene R. Lewin            53     Vice President -                May 1994
                                  Human Resources
                                  Member of Finance and
                                  Retirement Committees

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

Thomas M. Nee            60     Vice President - Taxes          May 1986
                                  Member of Finance and
                                  Retirement Committees

   Business Experience:         1991 to date, Vice President -
                                  Taxes


                                      I-25


<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 47
            of the Company's 1999 Annual Report to Shareholders, are
            incorporated herein by reference.

            There were 61,995 holders of record of the Company's Common Stock as
            of March 15, 2000.

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 28 and 29 of
            the Company's 1999 Annual Report to Shareholders, 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 48 through 55 of the
            Company's 1999 Annual Report to Shareholders, 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 54 of the Company's 1999 Annual Report to
            Shareholders, are incorporated herein by reference.

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

            The Consolidated Financial Statements and Notes to Consolidated
            Financial Statements on pages 30 through 45 of the Company's 1999
            Annual Report to Shareholders, the Report of Independent Public
            Accountants on page 46, and Quarterly Financial Data on page 47,
            are incorporated herein by reference.

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

            None.

                                      II-1

<PAGE>




                                    PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     (a)    Information relating to the Company's directors is incorporated
            herein by reference to pages 2 and 3 of a definitive proxy
            statement filed with the Securities and Exchange Commission on
            March 17, 2000 ("the 2000 Proxy Statement").

     (b)    Information relating to the Company's executive officers as of
            March 29, 2000 is furnished in Part I hereof under a separate
            unnumbered caption ("Executive Officers of the Registrant as of
            March 29, 2000").

     (c)    Information relating to certain filing obligations of directors and
            executive officers of the Company under the federal securities laws
            set forth on page 5 of the 2000 Proxy Statement under the caption
            "Section 16 Beneficial Ownership Reporting Compliance" is
            incorporated herein by reference.

ITEM 11.    EXECUTIVE COMPENSATION

            Information relating to executive compensation is incorporated
            herein by reference to pages 8 through 14 (excluding the performance
            graph on page 13) of the 2000 Proxy Statement.  Information with
            respect to compensation of directors is incorporated herein by
            reference to pages 4 and 5 of the 2000 Proxy Statement.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

            Information relating to security ownership is incorporated herein
            by reference to pages 6 and 7 of the 2000 Proxy Statement.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

            None.


                                     III-1










<PAGE>


                                     PART IV

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

  (a)1.     Financial Statements

            The following Consolidated Financial Statements, Notes to
            Consolidated Financial Statements and Report of Independent Public
            Accountants, included on pages 30 through 46 of the Company's 1999
            Annual Report to Shareholders, are incorporated herein by reference.

                                                                       Pages

            Consolidated Balance Sheets as of
            December 31, 1999 and 1998                                   30

            Consolidated Statements of Operations
            for the years ended December 31,
            1999, 1998 and 1997                                          31

            Consolidated Statements of Changes in
            Stockholders' Equity for the years ended
            December 31, 1999, 1998 and 1997                             32

            Consolidated Statements of Cash Flows
            for the years ended December 31, 1999,
            1998 and 1997                                                33

            Notes to Consolidated Financial Statements                   34-45

            Report of Independent Public Accountants                     46

  (a)2.     Financial Statement Schedules

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

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

            Schedule II - Valuation and Qualifying Accounts
            for the years ended December 31, 1999,
            1998 and 1997                                                IV-9

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


                                      IV-1

<PAGE>

ITEM 14.    (Continued)

  (a)3.     Exhibits

   Exhibit No.                        Description

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

   (3.2)    The Company's By-Laws are incorporated herein by reference
            to Exhibit 3.2 of the Company's Form 10/A dated May 4, 1998.

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

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

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

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

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

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


                                      IV-2

<PAGE>


ITEM 14.    (Continued)

  (a)3.     Exhibits

   Exhibit No.                        Description

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

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

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

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

   (10.6)*  1980 Stock Option Plan, as amended, is incorporated by reference
            to Exhibit 10.3 of the Company's Form 10-K for the year ended
            December 31, 1991 (File 1-1225).

   (10.7)*  Amendment to the 1980 Stock Option Plan is incorporated by
            reference to Exhibit 10.7 of the Company's Form 10-K for the year
            ended December 31, 1995 (File 1-1225).

   (10.8)*  1985 Stock Option Plan, as amended, is incorporated by reference
            to Exhibit 10.4 of the Company's Form 10-K for the year ended
            December 31, 1991 (File 1-1225).

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

                                      IV-3


<PAGE>


ITEM 14.    (Continued)

  (a)3.     Exhibits

   Exhibit No.                        Description

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

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

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

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

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

   (10.14)* 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.

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

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

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

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

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

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

                                      IV-4


<PAGE>


ITEM 14.    (Continued)

  (a)3.       Exhibits

   Exhibit No.                      Description

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

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

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

   (10.24)* Special Restricted Stock Performance Award Agreement under the
            1996 Stock Incentive Plan for William J. Murray is incorporated by
            reference to Exhibit 10.24 of the Company's Form 10-K for the year
            ended December 31, 1998.

   (10.25)* Amendment to the Special Restricted Stock Performance Award
            Agreement under the 1996 Stock Incentive Plan for William J.
            Murray.

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

   (10.27)* Management Incentive Plan, as amended to date.

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

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

   (10.30)* Form of Stock Option Agreement under the Stock Option Plan for
            Non-Employee Directors.

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

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

                                      IV-5


<PAGE>


ITEM 14.    (Continued)

  (a)3.     Exhibits

   Exhibit No.                        Description

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

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

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

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

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

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

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

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

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

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

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

                                      IV-6

<PAGE>

ITEM 14.    (Continued)

  (a)3.     Exhibits

   Exhibit No.                        Description

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

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

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

   (13)     1999 Annual Report to Shareholders.  Such report, except for those
            portions thereof which are expressly incorporated by reference
            herein, is furnished solely for the information of the Commission
            and is not to be deemed "filed" as part of this filing.

   (21)     Subsidiaries of the Company.

   (23)     Consent of Independent Public Accountants relating to their report
            dated January 25, 2000, consenting to the incorporation thereof in
            Registration Statements on Form S-3 (File  Nos. 33-45324 and
            33-57339) and on Form S-8 (File Nos. 2-96127, 33-24068, 33-41434,
            33-53733, 33-55449, 33-45970, 33-14458, 33-50149, 33-55456,
            333-15509 and 333-76939) by reference to the Form 10-K of the
            Company filed for the year ended December 31, 1999.

   (27)     Financial Data Schedule.

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

  (b)  Reports on Form 8-K

            The following Current Reports on Form 8-K were filed by the
            Company (each including disclosure under Items 5 and 7): October
            8, 1999 and November 24, 1999 each relating to the national
            settlement of the diet drug litigation; October 14, 1999 relating
            to the adoption of a shareholder rights plan (poison  pill);
            November 8, 1999, November 9, 1999, November 18, 1999, November
            19, 1999, November 22, 1999, December 17, 1999 and February 7,
            2000 each relating to the proposed merger with Warner-Lambert
            Company which has been terminated.

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

                                      IV-7


<PAGE>

                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To American Home Products Corporation:


      We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements included in American Home Products
Corporation's Annual Report to Shareholders incorporated by reference in this
Form 10-K, and have issued our report thereon dated January 25, 2000.  Our audit
was made for the purpose of forming an opinion on those statements taken as a
whole.  The schedule listed in the accompanying index is the responsibility of
the Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements.  The schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required
to be set forth therein in relation to the basic financial statements taken as
a whole.

                               ARTHUR ANDERSEN LLP


New York, New York
January 25, 2000

                                      IV-8
<PAGE>
<TABLE>


                American Home Products Corporation and Subsidiaries
                  Schedule II - Valuation and Qualifying Accounts
                For the Years Ended December 31, 1999, 1998 and 1997
                               (Dollars in thousands)


<CAPTION>

  Column A                          Column B      Column C       Column D      Column E

                                     Balance                                    Balance
                                       at                                         at
                                    Beginning                   Deductions        End
                                    of Period     Additions       (A)          of Period
<S>                               <C>           <C>            <C>            <C>

Description

Year ended 12/31/99:
Allowance for doubtful accounts        $183,069       $68,117        $52,293      $198,893
Allowance for cash discounts             39,471       249,629        247,885        41,215
Allowance for deferred tax assets       249,051        13,005        110,647       151,409

                                       $471,591      $330,751       $410,825      $391,517

Year ended 12/31/98:
Allowance for doubtful accounts        $168,425       $58,685        $44,041      $183,069
Allowance for cash discounts             28,730       236,273        225,532        39,471
Allowance for deferred tax assets       299,424        10,245         60,618       249,051

                                       $496,579      $305,203       $330,191      $471,591

Year ended 12/31/97:
Allowance for doubtful accounts        $179,980        $9,974        $21,529      $168,425
Allowance for cash discounts             24,141       226,284        221,695        28,730
Allowance for deferred tax assets       294,840        19,486         14,902       299,424

                                       $498,961      $255,744       $258,126      $496,579


</TABLE>

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


                                      IV-9

<PAGE>


                                   SIGNATURES

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

                       AMERICAN HOME PRODUCTS CORPORATION
                                  (Registrant)

March 29, 2000                         By /S/  Kenneth J. Martin
                                               Kenneth J. Martin
                                               Senior Vice President
                                               and Chief Financial Officer

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

            Signatures                    Title                      Date

Principal Executive Officer:

/S/  John R. Stafford               Chairman, President          March 29, 2000
     John R. Stafford               and Chief Executive Officer

Principal Financial Officer:

/S/  Kenneth J. Martin              Senior Vice President        March 29, 2000
     Kenneth J. Martin              and Chief Financial Officer

Principal Accounting Officer:

/S/  Paul J. Jones                  Vice President and           March 29, 2000
     Paul J. Jones                  Comptroller

Directors:

/S/  Clifford L. Alexander, Jr.     Director                     March 29, 2000
     Clifford L. Alexander, Jr.

/S/  Frank A. Bennack, Jr.          Director                     March 29, 2000
     Frank A. Bennack, Jr.

/S/  Robert Essner                  Director                     March 29, 2000
     Robert Essner

/S/  John D. Feerick                Director                     March 29, 2000
     John D. Feerick

                                     IV-10


<PAGE>
            Signatures                    Title                      Date

/S/  John P. Mascotte               Director                     March 29, 2000
     John P. Mascotte

/S/  Mary Lake Polan, M.D., Ph.D.   Director                     March 29, 2000
     Mary Lake Polan, M.D., Ph.D.

/S/  Ivan G. Seidenberg             Director                     March 29, 2000
     Ivan G. Seidenberg

/S/  John R. Torell III             Director                     March 29, 2000
     John R. Torell III

                                     IV-11

<PAGE>



                                INDEX TO EXHIBITS

     Exhibit No.                    Description

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

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

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

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

     (10.25)*  Amendment to the Special Restricted Stock Performance Award
               Agreement under the 1996 Stock Incentive Plan for William J.
               Murray.

     (10.27)*  Management Incentive Plan, as amended to date.

     (10.30)*  Form of Stock Option Agreement under the Stock Option Plan for
               Non-Employee Directors.

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

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

     (13)      1999 Annual Report to Shareholders.  Such report, except for
               those portions thereof which are expressly incorporated by
               reference herein, is furnished solely for the information of
               the Commission and is not to be deemed "filed" as part of
               this filing.

     (21)      Subsidiaries of the Company.

     (23)      Consent of Independent Public Accountants relating to their
               report dated January 25, 2000, consenting to the incorporation
               thereof in Registration Statements on Form S-3 (File Nos.
               33-45324 and 33-57339) and on Form S-8 (File Nos. 2-96127,
               33-24068, 33-41434, 33-53733, 33-55449, 33-45970, 33-14458,
               33-50149, 33-55456, 333-15509 and 333-76939) by reference to
               the Form 10-K of the Company filed for the year ended
               December 31, 1999.

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



<PAGE>


                             INDEX TO EXHIBITS

(Continued)


     Exhibit No.                 Description

     (27)      Financial Data Schedule.

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