Exhibit 10.15

                        AMENDMENT TO THE
                 AMERICAN HOME PRODUCTS CORPORATION
                      1993 STOCK INCENTIVE PLAN

     WHEREAS, Section 9 of the American Home Products Corporation
(the "Company") 1993 Stock Incentive Plan (the "Plan") authorizes
the Board of Directors of the Company (the "Board") to amend the
Plan; and

     WHEREAS, the Board has resolved to amend the Plan to provide
for a deferral mechanism with respect to the proceeds payable
upon the exercise of an option or stock appreciation right and
limited transferrability with respect to options and restricted
stock awarded pursuant to the Plan; and

     WHEREAS, the Board has directed the officers of the Company
to so amend the Plan;

     NOW, THEREFORE, the Plan is hereby amended as follows.

1.  A new Section 12 is added as follows:

"Section 12.  Deferral.

     (a)  Notwithstanding anything herein to the contrary, an
optionee may elect, at the discretion of, and in accordance with
rules which may be established by, the Committee, to defer
delivery of the proceeds of exercise of an unexercised Option or
the corresponding Stock Appreciation Right, provided such
election is irrevocable and is made (i) at least six months prior
to the date that such Option or the corresponding Stock
Appreciation Right otherwise would expire and (ii) at least one
month prior to the date such Option or the corresponding Stock
Appreciation Right is exercised (or such shorter period as may be
determined by the Committee).  Upon such exercise, the amount
deferred shall be equal in value to the difference between the
Option Price per share and the fair market value per share of the
Common Stock on the date of exercise (determined in accordance
with Section 5(b)), multiplied by the number of shares covered by
such exercise and in respect of which the optionee shall have
made the deferral election, and shall be credited to an account
in the name of the optionee on the books and records of the
Company (a "Deferred Compensation Account") at the date of
exercise.  A separate Deferred Compensation Account shall be
maintained with respect to each Option or corresponding Stock
Appreciation Right subject to an effective deferral election.

     (b)  Interest shall be credited on amounts in the Deferred
Compensation Account from the date of exercise of the Option or
the corresponding Stock Appreciation Right to the date of
payment, as of the last day of each complete calendar month
during the deferral period, at the rate of interest determined by
the Committee and communicated to the optionees.  The value of an
optionee's Deferred Compensation Account shall be payable in a
lump sum cash payment or in annual installments over a period not
to exceed 10 years or as otherwise determined by the Committee. 
At the time an optionee makes such deferral election, the
optionee shall elect the form of payment and date for lump sum
payment or commencement of annual payments of the Deferred
Compensation Account, with such date at least one year subsequent
to the date of exercise of the Option or corresponding Stock
Appreciation Right, but not later than the date of the optionee's
termination of employment with Company.  Notwithstanding any
election by an optionee, in the event of Disability or death of
the optionee, the optionee's Deferred Compensation Account shall
be paid within 90 days in the form of a single lump sum.

     (c)  Notwithstanding the deferred payment date elected by
the optionee, the Committee may, in its discretion, allow for
early payment of an optionee's Deferred Compensation Account in
the event of an "unforeseeable emergency."  For this purpose, an
unforeseeable emergency shall be defined as an unanticipated
emergency that is caused by an event beyond the control of the
optionee and that would result in severe financial hardship to
the optionee if early withdrawal were not permitted.  Any
withdrawal on account of an unforeseeable emergency must be
limited to the amount necessary to meet the emergency.  The above
provisions regarding a withdrawal upon an unforeseeable emergency
shall be interpreted in accordance with published revenue
procedures, regulations, releases or interpretations.  In
addition, Deferred Compensation Accounts may be distributed on an
accelerated basis in the discretion of the Committee.

     (d)  Optionees have the status of general unsecured
creditors of the Company with respect to their Deferred
Compensation Accounts, and such accounts constitute a mere
promise by the Company to make payments with respect thereto.

     (e)  An optionee's right to benefit payments under the Plan
with respect to the Deferred Compensation Accounts may not be
anticipated, alienated, sold, transferred, assigned, pledged,
encumbered, attached or garnished by creditors of the optionee or
the optionee's beneficiary and any attempt to do so shall be
void."

2.  The following clause is added to the end of the first
sentence of Section 5(h):

     "; provided, however, that the Committee may, in its sole
discretion, allow for transfer of Options (other than incentive
stock options, unless such transferability would not adversely
affect incentive stock option tax treatment) to other persons or
entities, subject to such conditions or limitations as it may
establish to ensure that transactions with respect to Options
intended to be exempt from Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), pursuant
to Rule 16b-3 thereunder do not fail to maintain such exemption
as a result of the Committee causing Options to be transferrable
or for other purposes; provided further, however, that for any
Option that is transferred, other than by the laws of descent and
distribution, any related Stock Appreciation Right shall be
extinguished."

3.  The following clause is added to the end of the first
sentence of Section 7(c):

     "; provided, however, that the Committee may, in its sole
discretion, allow for the assignment, transfer or pledge of
shares of Restricted Stock, or rights thereto, to other persons
or entities, subject to such conditions or limitations as it may
establish."

     IN WITNESS WHEREOF, the Company has caused this Amendment to
be executed and effective as of January 25, 1996.