Exhibit 10.5
   
               SECOND AMENDMENT TO A CREDIT AGREEMENT
   
     Second Amendment (this "Amendment"), dated as of
   August 2, 1996 among American Home Food Products, Inc.,
   Sherwood Medical Company, A.H. Robins Company, Incorporated
   (each, a "Subsidiary Borrower"), American Home Products
   Corporation (the "Company", and together with the
   Subsidiary Borrowers, the "Borrowers"), the lending
   institutions party to the A Credit Agreement referred to
   below (the "Banks") and The Chase Manhattan Bank, as Agent
   (in such capacity, the "Agent").  All capitalized terms
   used herein and not otherwise defined shall have the
   respective meanings provided such terms in the A Credit
   Agreement referred to below.
   
   
                        W I T N E S S E T H :
   
   
     WHEREAS, the Borrowers, the Banks and the Agent are
   parties to a Credit Agreement, dated as of September 9,
   1994, (the "A Credit Agreement");
   
     WHEREAS, the parties hereto wish to amend the A Credit
   Agreement as herein provided;
   
     NOW THEREFORE, it is agreed:
   
     1.   AC Acquisition Holding Company is hereby added as
   a Subsidiary Borrower, with all references in the Credit
   Documents to Subsidiary Borrower and/or Subsidiary
   Borrowers to include such company.
   
     2.   The first recital of the A Credit Agreement is
   hereby amended by deleting the amount "$4,000,000,000" in
   its entirety and inserting in lieu thereof the amount
   "$3,000,000,000 (as the same may be increased pursuant to
   subsection 2.5(c) hereof)".
   
     3.   Section 1.1 of the A Credit Agreement is hereby
   amended by deleting the definition of "Applicable Margin"
   in its entirety and inserting in lieu thereof the following
   new definition:
   
          "Applicable Margin":  a percentage equal to,
        (x) for Alternate Base Rate Loans, 0%, (y) for C/D
        Rate Loans, .305% and (z) for Eurodollar Rate Loans,
        .180%.
   
     4.   Section 1.1 of the A Credit Agreement is hereby
   amended by deleting the definition of "Facility Fee
   Percentage" in its entirety and inserting in lieu thereof
   the following definition:
   
          ""Facility Fee Percentage":  a percentage
        equal to .045%."
   
     5.   Section 1.1 of the A Credit Agreement is hereby
   amended by deleting clause (a) of the definition of
   "Termination Date" in its entirety and inserting in lieu
   thereof "(a) August 1, 1997 (as such date may be extended
   in accordance with the provisions of subsection 2.19)and ".
   
     6.   Section 1.1 of the A Credit Agreement is hereby
   amended by adding the following definitions in appropriate
   alphabetical order:
   
     "Additional Lenders": as defined in subsection 2.5(c).
   
     "B Commitments": as defined in subsection 2.5(c).
   
     7.   Section 2.5 of the Credit Agreement is hereby
   amended by (x) deleting clause (b) thereof in its entirety
   and by substituting therefore the following:
   
     "(b)"  Subject to the provisions of Section 2.5(c),
   the Commitments once terminated or reduced pursuant to
   subsection 2.5(a) may not be reinstated."
   
   and (y) adding a new subsection 2.5(c) to read:
   
     "(c)  The Company may from time to time, by notice to
   the Agent (which shall promptly deliver a copy to each of
   the Lenders), request that the Commitments be increased
   (regardless of whether the Commitments or the B Commitments
   have theretofore been reduced) by an amount that is not
   less than $100,000,000 and will not result in the
   Commitments under this Agreement plus the Commitments under
   and as defined in the B Credit Agreement (the "B
   Commitments") exceeding $8,000,000,000.  Each such notice
   shall set forth the requested amount of the increase in the
   Commitments and the B Commitments and the date (which date
   shall be a Business Day) on which such increase is to
   become effective (which shall be not fewer than 20 days
   after the date of such notice), and shall offer some or all
   Lenders the opportunity to increase their Commitments. 
   Each Lender (as determined by the Company, in its sole
   discretion) that has received such request shall, by notice
   to the Company and the Agent given not more than 10
   Business Days after the date of the Company's notice,
   either agree to increase its Commitment by all or a portion
   of the offered amount or decline to increase its Commitment
   (and any Lender that does not deliver such a notice within
   such period of 10 Business Days shall be deemed to have
   declined to increase its Commitment).  In the event that,
   on the 10th Business Day after the Company shall have
   delivered a notice pursuant to the first sentence of this
   paragraph, the requested Lenders shall have agreed pursuant
   to the preceding sentence to increase their Commitments by
   an aggregate amount less than the increase in the
   Commitments requested by the Company, the Company shall
   have the right to arrange for one or more banks or other
   financial institutions (any such bank or other financial
   institution being called an "Additional Lender"), which may
   include any Lender, to extend Commitments or increase their
   existing Commitments in an aggregate amount equal to the
   unsubscribed amount, provided that each Additional Lender,
   if not already a Lender hereunder, shall be subject to the
   approval of the Agent (which approval shall not be
   unreasonably withheld) and shall execute a joinder
   agreement reasonably satisfactory to the Agent, pursuant to
   which it agrees to be bound by the terms of this Agreement
   as a Lender hereunder.  If (and only if) Lenders (including
   Additional Lenders) shall have agreed to increase their
   Commitments or to extend new Commitments in an aggregate
   amount not less than $100,000,000, such increases and such
   new Commitments shall become effective on the date
   specified in the notice delivered by the Company pursuant
   to the first sentence of this subsection; provided that the
   Company may elect not to so increase the Commitments in the
   event that the amount of the increase approved by such
   Lenders is less than the amount initially requested by the
   Company."
   
     8.   In order to induce the Agent and the Banks to
   enter into this Amendment, the Borrowers hereby represent
   and warrant that (x) no Default or Event of Default exists
   on the Second Amendment Effective Date (as defined herein)
   both before and after giving effect to this Amendment and
   (y) all of the representations and warranties contained in
   the Credit Documents shall be true and correct in all
   material respects on the Second Amendment Effective Date
   both before and after giving effect to this Amendment with
   the same effect as though such representations and
   warranties had been made on and as of the Second Amendment
   Effective Date (it being understood that any representation
   or warranty made as of a specific date shall be true and
   correct in all material respects as of such specific date).
   
     9.   This Amendment is limited as specified and shall
   not constitute a modification, acceptance or waiver of any
   other provision of the A Credit Agreement or any other
   Credit Document.
   
     10.  This Amendment may be executed in any number of
   counterparts and by the different parties hereto on
   separate counterparts, each of which counterparts when
   executed and delivered shall be an original, but all of
   which shall together constitute one and the same
   instrument.  A complete set of counterparts shall be lodged
   with the Company and the Agent.
   
     11.  This Amendment and the rights and obligations of
   the parties hereunder shall be construed in accordance with
   and governed by the law of the State of New York.
   
     12.  Notwithstanding anything to the contrary
   contained in the A Credit Agreement or this Amendment, for
   purposes of this Amendment "Banks" shall mean each of the
   lending institutions who shall have delivered (including by
   way of telecopier) by July 30, 1996 (or such later date as
   the Agent and the Company shall agree) a signed copy hereof
   to the Agent as provided in Section 8.2 of the A Credit
   Agreement that has been accepted by the Company.
   
     13.  As of the Second Amendment Effective Date, (v)
   Schedule I to the A Credit Agreement shall be revised to
   read as set forth on Annex I hereto, (w) Schedule II to the
   A Credit Agreement shall be revised by the Agent to give
   effect to such revised Schedule I, (x) the Banks shall
   constitute all the Lenders and no other entity that had
   been a Lender will continue to be a Lender, (y) either (A)
   all amounts owing to Lenders prior to July 30, 1996 who are
   not Banks (the "Former Lenders") shall be paid to such
   Former Lenders or (B) such Former Lenders shall assign
   their Commitments to one or more Banks and (z) no such
   Former Lender will continue to be a Lender.
   
     14.  This Amendment shall become effective as of the
   date hereof (the "Second Amendment Effective Date") on the
   date upon which (x) each of the Borrowers, the Agent and
   Banks (as defined in paragraph 12 hereto) with Commitments
   as set forth on Annex I hereto aggregating $3,000,000,000
   shall have signed a copy hereof (whether the same or
   different copies) and shall have delivered (including by
   way of telecopier) the same to the Agent as provided in
   Section 8.2 of the A Credit Agreement and (y) the Second
   Amendment to the B Credit Agreement, dated as of the date
   hereof, has become effective.
   
     15.  From and after the Second Amendment Effective
   Date, all references in the A Credit Agreement and each of
   the other A Credit Documents to the A Credit Agreement
   shall be deemed to be references to the A Credit Agreement
   after giving effect to this Amendment.
   
          IN WITNESS WHEREOF, each of the parties hereto
   has caused a counterpart of this Amendment to be duly
   executed and delivered as of the date first above written.
   
   
   
   
                    AMERICAN HOME PRODUCTS CORPORATION
   
   
   
                    By:_______________________________
                       Title: Vice President - Finance
   
   
                    AMERICAN HOME FOOD PRODUCTS, INC.
   
   
   
                    By:                               
                       Title: Vice President
   
   
                    SHERWOOD MEDICAL COMPANY
   
   
   
                    By:                               
                       Title: Vice President
   
   
                    A. H. ROBINS COMPANY, INCORPORATED
   
   
   
                    By:_______________________________
                       Title: Vice President
   
   
   
                    AC ACQUISITION HOLDING COMPANY
   
   
   
                    By:___________________________________
                       Title: Vice President and Treasurer
                                                   ANNEX I
   
   
   
   Schedule I
                             COMMITMENTS
   
   
   
   Bank                                 Commitment
   
                              $
   
   
   
   
                    TOTAL     $3,000,000,000
   
   <PAGE>
   
                    ABN AMRO BANK N.V.,
                    NEW YORK BRANCH
   
   
   
                    By:_____________________________
                       Title: Vice President
   
   
                    By:_____________________________
                       Title: Assistant Vice President
   
   
                    BANCA NAZIONALE DEL LAVORO S.p.A.
                    NEW YORK BRANCH
   
   
   
                    By:_____________________________
                       Title: First Vice President
   
   
                    By:_____________________________
                       Title:  Vice President
   
   
                    BANCA COMMERCIALE ITALIANA
                      NEW YORK BRANCH
   
   
   
                    By:__________________________________
                       Title: Vice President
   
   
                    By:__________________________________
                       Title: Assistant Vice President
   
   
                    BANK OF AMERICA NT & SA
   
   
   
                    By:_____________________________
                       Title: Vice President
   
   
   
                    BANK OF MONTREAL
   
   
   
                    By:_____________________________
                       Title:
   
                    THE BANK OF NOVA SCOTIA
   
   
   
                    By:_____________________________
                       Title:
   
   
                    THE BANK OF TOKYO-MITSUBISHI, LTD.
                       NEW YORK BRANCH
   
   
   
                    By:_____________________________
                       Title: Vice President
   
   
                    BANQUE NATIONALE DE PARIS
   
   
   
                    By:____________________________________
   
   
   
                    By:____________________________________
   
   
                    BANQUE PARIBAS
   
   
   
                    By:_____________________________
                       Title:
   
   
   
                    By:_____________________________
                       Title:
   
   
                    BAYERISCHE LANDESBANK
                      GIROZENTRALE, NEW YORK BRANCH
   
   
   
                    By:_____________________________
                       Title:
   
   
   
                    By:_____________________________
                       Title:
   
                    BAYERISCHE VEREINSBANK AG,
                       NEW YORK BRANCH
   
   
   
                    By:_____________________________
                       Title:
   
   
   
                    By:_____________________________
                       Title:
   
   
                    THE BOATMEN'S NATIONAL BANK OF
                      ST. LOUIS
   
   
   
                    By:_____________________________
                       Title:
   
   
   
                    CANADIAN IMPERIAL BANK OF
                      COMMERCE, NEW YORK AGENCY
   
   
   
                    By:__________________________________
                       Title: 
   
   
   
                    CARIPLO - CASSA DI RISPARMIO
                      DELLE PROVINCIE LOMBARDE SPA
                      GRAND CAYMAN BRANCH
   
   
   
                    By:_____________________________
                       Title:  Vice President
   
   
   
                    By:_____________________________
                       Title: SVP & General Manager
   
   
                    CITIBANK, N.A.
   
   
                    By:_____________________________
                       Title:
   
                    COMMERZBANK AKTIENGESELLSCHAFT
                      New York and/or Grand Cayman Branches
   
   
   
                    By:__________________________________
                       Title:
   
   
   
                    By:__________________________________
                       Title
   
   
   
                    THE CHASE MANHATTAN BANK
   
   
   
                    By:__________________________________
                       Title: Vice President
   
   
   
                    CORESTATES BANK, N.A.
   
   
   
                    By:_____________________________
                       Title:  Vice President
   
   
                    CRESTAR BANK
   
   
   
                    By:__________________________________
                       Title: Senior Vice President
   
   
   
                    THE DAI-ICHI KANGYO BANK LTD.
   
   
   
                    By:__________________________________
                       Title:  Assistant Vice President
   
   
   
   
   
   
   
                    DEUTSCHE BANK AG, NEW YORK
                      AND/OR CAYMAN ISLANDS BRANCHES
   
   
   
                    By:_____________________________
                       Title:
   
   
   
                    By:_____________________________
                       Title:
   
   
   
                    THE FIRST NATIONAL BANK OF CHICAGO
   
   
   
                    By:_____________________________
                       Title:
   
   
   
                    FIRST UNION NATIONAL BANK
   
   
   
                    By:_____________________________
                       Title:
   
   
   
                    FIRST NATIONAL BANK   
   
   
   
                    By:_____________________________
                       Title: Vice President
   
   
   
                    ISTITUTO BANCARIO SAN PAOLO DI
                      TORINA SPA -
                      NEW YORK LIMITED BRANCH
   
   
   
                    By:___________________________________
                       Title:
   
   
   
   
                    MELLON BANK, N.A.
   
   
   
                    By:_____________________________
                       Title:
   
   
   
                    MIDLAND BANK PLC, NEW YORK BRANCH
   
   
   
                    By:__________________________________
                       Title:  Authorized Signatory
   
   
   
                    THE MITSUI TRUST AND BANKING
                      COMPANY, LIMITED - NEW YORK BRANCH
   
   
   
                    By:________________________________
                       Title: Vice President & Manager
   
   
   
                    MORGAN GUARANTY TRUST COMPANY
                      OF NEW YORK
   
   
   
                    By:_____________________________
                       Title: Vice President
   
   
   
                    NATIONAL WESTMINSTER BANK PLC
   
   
   
                    By:_____________________________
                       Title: Vice President
   
   
   
   
   
   
   
   
   
   
                    NORDDEUTSCHE LANDESBANK
                     GIROZENTRALE, NEW YORK BRANCH
                      AND/OR CAYMAN ISLANDS BRANCH
   
   
   
                    By:_____________________________
                       Title: Senior Vice President
   
   
   
                    By:_____________________________
                       Title: Vice President
   
   
   
                    THE NORINCHUKIN BANK, NEW YORK BRANCH
   
   
   
                    By:_____________________________
                       Title: General Manager
   
   
   
                    PNC BANK, NATIONAL ASSOCIATION
   
   
   
                    By:_____________________________
                       Title: Vice President
   
   
   
                    COOPERATIVE CENTRALE RAIFFEISEN -
                      BOERENLEENBANK, B.A.,
                      "RABOBANK NEDERLAND"
   
   
   
                    By:__________________________________
                       Vice President
   
   
   
                    By:__________________________________
                       Vice President, Manager
   
   
   
   
   
   
   
                    ROYAL BANK OF CANADA
                      GRAND CAYMAN BRANCH
   
   
   
                    By:_____________________________
                       Title: Senior Manager
   
   
   
                    THE SAKURA BANK, LIMITED
   
   
   
                    By:__________________________________
                       Title: Vice President & Manager
   
   
   
                    THE SANWA BANK LTD, NEW YORK
                      BRANCH
   
   
   
                    By:____________________________________
                       Title: Vice President & Area Manager
   
   
   
                    STANDARD CHARTERED BANK
   
   
   
                    By:__________________________________
                       Title: Assistant Vice President
   
   
   
                    SWISS BANK CORPORATION, NEW YORK BRANCH
   
   
   
                    By:____________________________________
                       Title: Associate Director
                              Banking Finance Support, N.A.
   
   
   
                    By:___________________________________
                       Title: Associate Director
                              Credit Risk Mgmt.
   
   
   
                    THE BANK OF NEW YORK
   
   
   
                    By:__________________________________
                       Title: Vice President
   
   
   
                    THE FUJI BANK, LIMITED
                      New York Branch
   
   
   
                    By:__________________________________
                       Title: Senior Vice President
   
   
   
                    THE INDUSTRIAL BANK OF JAPAN
                      LIMITED
   
   
   
                    By:__________________________________
                       Title: Senior Vice President
   
   
   
                    THE MITSUBISHI TRUST AND BANKING
                      CORPORATION
   
   
   
                    By:__________________________________
                       Title:  Senior Vice President
   
   
   
                    THE NORTHERN TRUST COMPANY
   
   
   
                    By:__________________________________
                       Title: Vice President
   
   
   
                    THE SUMITOMO BANK, LIMITED,
                      NEW YORK BRANCH
   
   
                    By:__________________________________
                       Title: Joint General Manager
   
                    THE SUMITOMO TRUST & BANKING CO., LTD.
                      New York Branch
   
   
   
                    By:__________________________________
                       Title: Senior Vice President
                         Manager, Corporate Finance Dept.        
   
   
   
                    THE TOKAI BANK, LIMITED 
                      NEW YORK BRANCH
   
   
   
                    By:_____________________________
                       Title:  Vice President
   
   
   
                    TORONTO DOMINION (NEW YORK), INC.
   
   
   
                    By:_____________________________
                       Title: Vice President
   
   
   
                    THE TOYO TRUST & BANKING CO., LTD.
                      NEW YORK BRANCH
   
   
   
                    By:_____________________________
                       Title: Vice President
   
   
   
                    WACHOVIA BANK OF GEORGIA, N.A.
   
   
   
                    By:_____________________________
                       Title: Vice President
   
   
                    WESTPAC BANKING CORPORATION
   
   
   
                    By:__________________________________
                       Title: Assistant Vice President
   
                    YASUDA TRUST & BANKING
   
   
   
                    By:__________________________________
                       Title: First Vice President