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, 1996                                            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     (201) 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, $.33 - 1/3 par value                     New York Stock Exchange

6 - 7/8% Notes due April 15, 1997                      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. __



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 3, 1997                    $41,679,526,717

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date (applicable only to corporate
registrants).

                                                            Outstanding at
                                                             March 3, 1997

Common Stock, $.33 - 1/3 par value                            642,458,986

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) 1996 Annual Report to Shareholders - In Parts I, II and IV
 (2) Proxy Statement filed March 24, 1997 - In Part III
<PAGE>
                                     PART I

ITEM 1.   BUSINESS

          General

          American Home Products Corporation (the "Company"), a Delaware
          corporation organized in 1926, is currently engaged in the discovery,
          development, manufacture, distribution and sale of a diversified line
          of products in two primary business segments:  health care products
          and agricultural products.  Health care products include branded and
          generic ethical pharmaceuticals, biologicals, nutritionals, consumer
          health care products, medical devices and animal biologicals and
          pharmaceuticals.  Agricultural products include crop protection and
          pest control products such as herbicides, insecticides, fungicides and
          plant growth regulators.  The Company holds a majority interest in
          Immunex Corporation, a biopharmaceutical company whose stock is
          publicly traded.

          In December 1996, the Company acquired the remaining equity interest
          in the biopharmaceutical company, Genetics Institute, Inc. ("G.I.")
          that it did not already own for approximately $1.3 billion.

          In November 1996, the Company sold a majority interest in the American
          Home Foods business for approximately $1.2 billion.  The Company
          retained a 20% equity interest in International Home Foods, the
          successor to American Home Foods.

          In late 1994, the Company acquired the outstanding common stock of
          American Cyanamid Company ("Cyanamid").  The aggregate purchase price
          to acquire all of Cyanamid including acquisition-related fees and
          expenses was approximately $9.6 billion.

          Additional information relating to the G.I. and Cyanamid acquisitions,
          the American Home Foods disposition, and certain other acquisitions
          and divestitures is set forth in Notes 2 and 3 of the Notes to
          Consolidated Financial Statements in the Company's 1996 Annual Report
          to Shareholders and is incorporated herein by reference.

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

          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 wholly-owned or majority-owned
          subsidiaries.

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      <PAGE>                                  
          Industry Segments

          Financial information, by industry segment, for the three years ended
          December 31, 1996 is set forth on page 34 of the Company's 1996 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 currently manufactures, distributes and
          sells a diversified line of products in two primary industry segments.
          The product designations appearing in differentiated type herein are
          trademarks.
          
          HEALTH CARE PRODUCTS -

          Pharmaceuticals - This sector includes a wide variety of ethical
          pharmaceutical and biological products for human and veterinary use
          which are promoted and sold worldwide primarily to wholesalers,
          pharmacies, hospitals, managed care organizations and physicians.
          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 including
          PREMARIN, PREMPRO/PREMPHASE, LO/OVRAL (marketed as MIN-OVRAL
          internationally), NORDETTE and TRIPHASIL (marketed as TRINORDIOL
          internationally);  infant nutritionals (international markets only);
          cardiovascular including CORDARONE and ZIAC; antiobesity including
          PONDIMIN and REDUX; mental health including ATIVAN and EFFEXOR; anti-
          inflammatories including LODINE and ORUVAIL; anti-infectives including
          MINOCIN, SUPRAX and ZOSYN (marketed as TAZOCIN internationally);
          vaccines including ORIMUNE and TETRAMUNE; biopharmaceuticals including
          recombinant Factor VIII; and oncology therapies.  In addition, the
          Company markets generic pharmaceutical products.  Principal animal
          health product categories include vaccines, pharmaceuticals including
          anthelmintics, endectocides and growth implants.  The Company
          manufactures these products in the United States and Puerto Rico and
          in 22 foreign countries.

          Sales of women's health care products in the aggregate accounted for
          more than 10% of consolidated net sales in 1996, 1995 and 1994.
          Except for sales of women's health care products, no single
          pharmaceutical product or other category of products accounted for
          more than 10% of consolidated net sales in 1996, 1995 or 1994. The
          operating income before taxes from the women's health care products in
          the aggregate, and the PREMARIN line of products individually,
          accounted for more than 10% of consolidated operating income before
          taxes in 1996, 1995 and 1994.

          Consumer health care - Principle over-the-counter health care product
          categories and their respective products are analgesics including
          ADVIL; cough/cold/allergy remedies including ROBITUSSIN and DIMETAPP;
          vitamins and mineral supplements including CENTRUM; hemorrhoidal;
          antacids; and asthma relief items. These products are generally sold
          to wholesalers, retailers and managed care organizations, and are
          
                                        I-2
      <PAGE>    
          primarily promoted to consumers worldwide through advertising.  These
          products are manufactured in the United States and Puerto Rico and in
          17 foreign countries.

          No single consumer health care product or category of products
          accounted for more than 10% of consolidated net sales or operating
          income before taxes in 1996, 1995 or 1994.

          Medical Devices - Principal products in this sector include MONOJECT
          needles and syringes, ARGYLE tubes, catheters and chest drainage
          devices, DAVIS & GECK wound closure products, tympanic and predictive
          thermometers, ophthalmic surgical equipment and vision care products,
          exercise equipment, cardiopulmonary  instrumentation and devices,
          enteral feeding systems and access devices, microsurgical equipment
          and other hospital products which are promoted and sold worldwide,
          principally to physicians, hospitals, other health care institutions
          and wholesalers.  Buying groups also represent certain of these
          customers.  In addition to the United States and Puerto Rico, these
          products are manufactured in 11 foreign countries.
         
          No single medical device product or category of products accounted for
          more than 10% of consolidated net sales or operating income before
          taxes in 1996, 1995 or 1994.

          AGRICULTURAL 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.

          No single agricultural product or category of products exceeded 10% of
          consolidated net sales or operating income before taxes in 1996, 1995
          or 1994.

          FOOD PRODUCTS -

          On November 1, 1996, the Company sold a majority interest in the
          American Home Foods business.  Products in this segment included
          prepared pastas and other entrees, regional specialty foods,
          condiments, snack products, spreadable fruit products and other food
          products which were promoted to consumers through advertising and
          generally sold directly to wholesalers and retailers.  The Company
          retained a 20% equity interest in International Home Foods, the
          successor to American Home Foods.
         
          No single food product or category of products exceeded 10% of
          consolidated net sales or operating income before taxes in 1996, 1995
          or 1994.

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      <PAGE>
          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
          consolidated financial position or results of operations.

          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 pharmaceuticals business, most of the Company's major products
          are not protected by patents.  The non-steroidal anti-inflammatory
          ("NSAID") LODINE ceased to be under patent protection in the United
          States in February 1997.  The product extensions LODINE XL and LODINE
          500 mg. have market exclusivity until 1999.  Other prescription
          products, such as the cardiovasculars INDERAL LA and INDERIDE LA,
          remain patent protected until late 1997.  The anti-depressant EFFEXOR
          will have patent protection into 2007.  TETRAMUNE, a combination
          vaccine, will have patent protection until 2007.  SUPRAX, a third-
          generation cephalosporin antibiotic, remains under patent protection
          until 2002.  VERELAN, a calcium channel blocker, will have patent
          protection until 2006.  PREMPRO, a combination estrogen and progestin
          product, will have patent protection until 2006.

          Sales in the consumer health care and medical devices businesses 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.

          In the Agricultural Products segment, the imidazolinone herbicide
          products SCEPTER and PURSUIT will have patent protection until at
          least 2006.

          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 cold/flu products and, as a result,
          second quarter results for consumer health care products tend to be
          lower than results in other quarters.

                                        I-4
      <PAGE>                                  
          Competition

          HEALTH CARE PRODUCTS -

          The Company operates in the highly competitive health care industry
          which includes the ethical pharmaceutical, animal health, consumer
          health care and medical devices businesses. Within the ethical
          pharmaceutical and animal health businesses, the Company has many
          major multi-national competitors and numerous other smaller domestic
          and foreign competitors.  Based on net sales, the Company believes it
          ranks within the top 10 major competitors within the ethical
          pharmaceutical business category and, with the acquisition of the
          Solvay S.A. animal health business in the first quarter of 1997, the
          Company believes it ranks within the top 5 major competitors within
          the animal health business category.  The consumer health care
          business also has many competitors.  Based on net sales, the Company
          believes it ranks within the top 10 major competitors within this
          business category.

          The Company's competitive position in the Health Care Products segment
          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
          reforms on pricing and generic substitutes.  For prescription
          products, the growth of managed care organizations, such as health
          maintenance organizations ("HMOs") 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, the Company's conjugated estrogens product, which has not
          had patent protection for many years, does contribute significantly to
          sales and results of operations. PREMARIN is not currently subject to
          generic competition in the United States.  A U.S. Food and Drug
          Administration ("FDA") advisory committee meeting was held in July
          1995 to discuss relative differences in safety and efficacy among
          estrogen products and to advise the FDA on the activity of various
          estrogenic components in PREMARIN relative to the FDA's review of
          applications for generic conjugated estrogens.  The FDA advisory
          committee concluded that there is insufficient data to assess whether
          or not any individual component or combination of components of
          PREMARIN, other than estrone and equilin, must be present to achieve
          clinical efficacy and safety.  In November 1996, the FDA published and
          sought comment on scientific data on the composition of conjugated
          estrogens.  The Company cannot predict the timing or outcome of the
          FDA's action on currently pending applications for generic conjugated
          estrogen products.  While the introduction of generic competition
          ordinarily is expected to significantly impact the market for a brand
          name product, the extent of such impact on PREMARIN and related
          products cannot be predicted with certainty due to a number of
          factors, including the nature of the product and the introduction of
          new combination estrogen and progestin products in the PREMARIN
          family.

                                        I-5
      <PAGE>
          Health care costs will continue to be the subject of attention in both
          the public and private sectors in the U.S.  Similarly, in
          international markets, health care spending is subject to increasing
          governmental review, much of which is focused on pharmaceutical
          prices.  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.

          The growth of generic and store brands continued to impact some of the
          Company's consumer health care branded product line categories in 1996
          and is expected to continue during 1997.  The medical devices
          business, particularly in the needle and syringe, and suture product
          lines, is also impacted by competitive market conditions which
          continue to place significant pressure on prices.

          AGRICULTURAL PRODUCTS -

          The Agricultural Products segment has over 40 competitors worldwide
          and ranks in the top 10 based on net sales.  Among these companies,
          the top 10 competitors are multi-national, representing over 70% 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.

          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, to the trade and to 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 $1,429,056,000 in 1996,
          $1,354,963,000 in 1995 and $817,090,000 in 1994, with approximately
          78% of these expenditures in the ethical pharmaceutical area in 1996.

          The Company currently has 14 New Drug Applications and 23 Supplemental
          Drug Applications filed with the FDA for review, and 86 active
          Investigational New Drug Applications and one Biologics License
          Application pending. During 1996, several major collaborative research
          and development arrangements continued with other pharmaceutical and
          biotechnology companies.  It is not anticipated, however, that the
          products developed as a result of these activities will contribute
          significantly to consolidated revenues or operating profits in the
          near future.  The extent of subsequent contributions from these
          potential products, if any, cannot presently be predicted.
          Additionally, the Agricultural Products segment has four products
          awaiting approval by the United States Environmental Protection Agency
          ("EPA").

                                        I-6
      <PAGE>
          In December 1996, the Company acquired the remaining equity interest
          in G.I. for approximately $1.3 billion.  The completion of this
          acquisition will facilitate research and development coordination with
          Wyeth-Ayerst Research.

          During 1996, the Company received FDA approval for the arthritis
          product NAPRELAN, the antiobesity drug REDUX, the non-steroidal anti-
          inflammatory drugs LODINE XL and LODINE 500 mg., the new rheumatoid
          arthritis indication for LODINE and the OTC products AXID AR,
          Children's ADVIL and Junior Strength ADVIL tablets (100 mg.).

          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 medical devices.  The U.S.
          Department of Agriculture ("USDA") regulates the Company's domestic
          animal vaccine products.  The FDA's 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 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.  The Company devotes significant
          resources to dealing with the extensive federal and state regulatory
          requirements applicable to its products.

          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 to the increase in the consumer
          price index.  Federal and state rebate programs are expected to
          continue.

          The manufacture and sale of pesticides 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 the EPA.  Outside the United States, agricultural chemicals
          are regulated by various agencies, often by standards which differ
          from those in the United States.

                                        I-7
      <PAGE>                                  
          Environmental

          Certain of the Company's operations are affected by a variety of
          federal, state and local environmental protection laws and regulations
          and the Company has, in a number of instances, been notified of its
          potential responsibility relating to the generation, storage,
          treatment and disposal of hazardous waste.  In addition, the Company
          has been advised that it may be a responsible party in several sites
          on the National Priority List created by the Comprehensive
          Environmental Response, Compensation, and Liability Act ("CERCLA"),
          commonly known as Superfund.  (See Item 3. Legal Proceedings.) In
          connection with the spin-off in 1993 by 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.  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.

          It is the Company's policy to accrue environmental cleanup costs if it
          is probable that a liability has been incurred and an amount is
          reasonably estimable.  For further information on environmental
          matters, see Notes 3, 5 and 11 of the Notes to Consolidated Financial
          Statements in the Company's 1996 Annual Report to Shareholders, which
          are incorporated herein by reference.

          Employees

          At the end of 1996, the Company had 59,747 employees worldwide, with
          31,447 employed in the United States including Puerto Rico.
          Approximately 27% 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 Foreign and Domestic 
          Operations

          Financial information about foreign and domestic operations for the
          three years ended December 31, 1996, as set forth on page 34 of the
          Company's 1996 Annual Report to Shareholders, is incorporated herein
          by reference.

          The Company's operations outside the United States are conducted
          primarily through subsidiaries.  International sales in 1996 amounted
          to 41% of the Company's total worldwide sales.

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      <PAGE>
          The Company's international businesses are subject to risks of
          currency fluctuations, governmental actions and other governmental
          proceedings which are inherent in conducting business outside of the
          United States. The Company does not regard these factors as deterrents
          to maintaining or expanding its non-U.S. operations.


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 ethical
          pharmaceutical operations and its international consumer health care
          business are headquartered in three executive/administrative buildings
          in Radnor and St. Davids, Pennsylvania. The Company's animal health
          business is headquartered in Overland Park, Kansas.  The Company's
          principal medical devices business maintains its headquarters in St.
          Louis, Missouri.  The Agricultural Products segment maintains its
          headquarters in Parsippany, New Jersey. The Company's foreign
          subsidiaries and affiliates, which generally own their properties,
          have manufacturing facilities in 26 countries outside the United
          States.  The following are the principal manufacturing plants (M) and
          research laboratories (R) of the Company as of December 31, 1996:

          INDUSTRY SEGMENT

          Health Care Products:
            Alpirsbach, Germany (M)
            Andover, Massachusetts (M, R)
            Askeaton, Ireland (M)
            Balleymoney, N. Ireland (M)
            Baulkham Hills, Australia (M)
            Buenos Aires, Argentina (M)
            Cabuyao, Philippines (M)
            Carolina, Puerto Rico (M)
            Catania, Italy (M)
            Chazy, New York (R)
            Cherry Hill, New Jersey (M, R)
            Commerce, Texas (M)
            Deland, Florida (M)
            Fort Dodge, Iowa (M, R)
            Fukuroi City, Japan (M, R)
            Georgia, Vermont (M)
            Gosport, Great Britain (M, R)
            Guayama, Puerto Rico (M)
            Havant, Great Britain (M, R)
            Hsin-Chu Hsien, Taiwan (M, R)
            Maracay, Venezuela (M)
            Marietta, Pennsylvania (M, R)
            Montreal, Canada (M, R)
            Muenster, Germany (M)
          
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      <PAGE>    
            Newbridge, Ireland (M)
            Norfolk, Nebraska (M)
            Pearl River, New York (M, R)
            Princeton, New Jersey (R)
            Radnor, Pennsylvania (R)
            Richmond, Virginia (M, R)
            Rouses Point, New York (M, R)
            Sanford, North Carolina (M)
            Smithfield, Australia (M)
            Suzhou, China (M)
            West Chester, Pennsylvania (M)

          Agricultural Products:
            Catania, Italy (M)
            Genay, France (M)
            Gravelines, France (M)
            Hannibal, Missouri (M)
            Hsin-Chu Hsien, Taiwan (M, R)
            Iracemapolis, Brazil (R)
            Paulina, Brazil (M)
            Princeton, New Jersey (R)
            Resende, Brazil (M)
            Schwabenheim, Germany (R)

          All of the above properties are owned except certain facilities in
          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.

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.

          There are approximately 250 cases pending, predominantly in Scotland,
          based upon alleged injuries arising out of the use of the tranquilizer
          ATIVAN.  Substantially all of the cases in Scotland have been
          supported by governmental legal aid funding, as had other related
          litigation in the United Kingdom.  In 1994, the Legal Aid Board in
          England, where more than 1,100 cases had been pending, discontinued
          funding for the English litigation and all of the English ATIVAN cases
          have now been dismissed.  The Northern Ireland Legal Aid Board has
          also discontinued the funding of the litigation in that jurisdiction.
          The Scottish Legal Aid Board is currently considering submissions by
          the Company that public funding for the Scottish litigation should
          also be discontinued.  The Scottish cases have been stayed pending the
          Legal Aid Board's determination.

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      <PAGE>
          There are currently more than 2,700 lawsuits pending against the
          Company in federal and state courts on behalf of approximately 42,000
          plaintiffs alleging injuries as a result of use of the NORPLANT
          SYSTEM, the Company's implantable contraceptive containing
          levonorgestrel.  Approximately 70 of the cases have been filed as
          class actions and the remainder are proceeding as individual suits.
          In December 1994, the Judicial Panel on Multi-District Litigation
          ("MDL") ordered that all NORPLANT SYSTEM lawsuits filed in federal
          courts be consolidated for pretrial proceedings in the U.S. District
          Court in Beaumont, Texas.  In August 1996, the MDL court denied a
          motion by the federal plaintiffs to certify the cases as a class
          action.  Class certification was also denied during 1996 in state
          courts in New Jersey, Pennsylvania and Illinois and a class relating
          to claims involving removal difficulties which had been certified by
          the Circuit Court of Illinois in June 1994 ( Doe v. Wyeth-
          Ayerst Laboratories (Cir. Ct. Ill., Cook Cty. 1993)) was decertified.
          The only jurisdiction where the certification issue remains pending is
          Louisiana, where the issue will not be fully briefed and decided until
          1998.  Following the denial of class certification, the MDL court
          scheduled three "bellwether" trials, each involving the claims of five
          Texas plaintiffs.  Rather than proceeding with the first of these
          trials as scheduled on February 24, 1997, the court entered summary
          judgment in favor of the Company on all of plaintiffs' claims.  It is
          not known at this point whether the plaintiffs will appeal.  The
          Company will continue to contest these and all other NORPLANT SYSTEM
          claims.  A number of state court "bellwether" trials, primarily in
          Texas and Indiana, are scheduled to take place during 1997.

          On March 7, 1994, an action was brought against the Company by Johnson
          & Johnson ("J&J") and Ortho Pharmaceutical Corporation ("Ortho")
          currently seeking approximately $270 million in damages alleged to
          have arisen from a preliminary injunction which was granted in a
          patent infringement lawsuit brought by the Company and which had
          prevented J&J and Ortho from marketing an oral contraceptive
          containing norgestimate for approximately 10 months until it was
          overturned by the Court of Appeals for the Federal Circuit in a two-
          to-one decision.  Thereafter, in the underlying action in the district
          court, the jury found against the Company on its claim of infringement
          and the trial of the damages action is expected to commence in 1997.

          In an action for patent infringement pending in U.S. District Court
          (Eastern District of Pennsylvania), McNeilab Inc. has recently alleged
          that it is entitled to approximately $60 million in compensatory
          damages against Scandipharm Inc., which would be entitled to seek
          indemnification from a subsidiary of the Company, Eurand
          Microencapsulation, S.A.  In this action, McNeilab is alleging that
          pancreatic tablets used to treat cystic fibrosis, which Eurand
          exclusively supplies to Scandipharm, infringe U.S. patents licensed to
          McNeilab. Treble damages are also sought for alleged willful
          infringement.  Although the trial court had previously dismissed this
          action for lack of standing, the appeals court reinstated the lawsuit
          and it is expected to proceed to trial in 1997.

          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 (Middle District of Pennsylvania) against the Company,

                                        I-11
      <PAGE>
          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 alleges 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 are 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 make one or
          more similar allegations of violations of federal or state antitrust
          or unfair competition laws.  In addition, a mail order pharmacy
          plaintiff alleges that it was forced out of business and certain
          plaintiffs also allege that the defendants' patents covering brand
          name prescription drugs give the defendants power to enter into
          exclusionary arrangements with certain managed care customers and seek
          compulsory patent licenses.  The various class actions were
          consolidated as a single class action (the "Consolidated Class
          Action") which alleges 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 
          Drug Antitrust Litigation (MDL 997 N.D.Ill.).  These federal actions 
          seek treble damages in unspecified amounts and injunctive and other 
          relief.  The court in the federal actions approved an amended 
          settlement among certain defendants, including the Company, and 
          the Consolidated Class Action plaintiffs.  The settlement provides,
          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) would total $42.5 
          million. Notices of appeal of the settlement have been filed by 
          certain class members.  The amendment to the settlement, which 
          would be in effect for three years, would prohibit the settling
          manufacturers from refusing to grant discounts to retailers solely
          because of their status as retailers and would require that retailers
          be given the opportunity to demonstrate their ability to move market
          share and to negotiate and earn discounts similar to the discounts
          offered to managed care organizations. The settlement also provides
          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.  Also, the Court
          of Appeals for the Seventh Circuit has agreed to hear the appeal of
          the denial of the manufacturer defendants' motion for summary judgment
          that indirect purchasers lack standing to bring federal price fixing
          claims.  The individual federal actions, including those brought by
          Rite Aid Corporation, Revco D.S. Inc. and other retail drug chains,
          remain pending against the Company.  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, New
          York, Tennessee, Washington and Wisconsin.  These actions are all in
          various pre-trial stages.  The actions in Colorado, Washington and New
          York have been dismissed on pre-trial motions.  Plaintiffs have
          appealed the dismissal of the Washington and New York actions.

                                        I-12
      <PAGE>
          The FTC is also investigating allegations of concerted action in the
          pricing of pharmaceutical products and the Company has provided
          information in response to a subpoena.

          The Company has been involved in various antitrust suits and
          government investigations relating to its marketing and sale of infant
          formula.  The antitrust lawsuits, which were commenced in various
          federal and state courts, alleged in general that the Company
          conspired with one or more of its competitors to fix prices of infant
          formula and to monopolize the market for infant formula products.  As
          previously disclosed,  most of the cases as well as a Federal Trade
          Commission ("FTC") proceeding have been settled and other cases have
          been terminated without liability to the Company, including an action
          brought in federal court by the State of Louisiana, which has been
          dismissed.  In Alabama, class certification has been denied in a state
          court action on behalf of indirect purchasers.  The Company is also a
          defendant in a purported class action brought in federal court under
          Massachusetts state law on behalf of indirect purchasers of infant
          formula in Massachusetts.  The government agencies that have been
          conducting investigations of pricing and marketing practices in the
          infant formula industry include three state attorneys general.  The
          Company has been advised that two other state attorneys general have
          terminated their investigations of the Company without any action.

          The Company has entered into settlements with the FTC and state
          attorneys general concerning pricing practices relating to a marketing
          program for certain crop protection products.  These settlements,
          which do not admit any liability by the Company, prohibit resale price
          maintenance in the sale of such crop protection products.  The state
          settlement also provides for a payment of $7.3 million by the Company.
          A purported class action was filed in state court in Tennessee and
          alleges similar violations of state antitrust and consumer protection
          laws by Cyanamid in the sale of crop protection products.  The
          complaint purports 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.

          In response to a subpoena from the New York State Attorney General,
          the Company has provided information relating to the Company's
          copromotion of Merck's osteoporosis drug FOSAMAX and disease
          management activities.

          Pursuant to a consent order entered into by the Company in connection
          with the acquisition from Solvay S.A. of its animal health business,
          the Company has divested certain canine and feline vaccines to
          Schering-Plough Corporation.  If Schering-Plough does not obtain USDA
          approval to manufacture these vaccines itself, the consent order may
          require certain additional asset divestitures by the Company.

                                        I-13
      <PAGE>
          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 62 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 62
          Superfund sites exclude sites for which Cytec assumed full liability
          and agreed to indemnify Cyanamid but include certain sites for which
          there is shared responsibility between Cyanamid and Cytec.  The
          Company has no reason to believe that it has any practical exposure to
          any of the liabilities against which Cytec has agreed to assume and
          indemnify Cyanamid.

          The Company has agreed to enter into a settlement with the EPA with
          respect to a civil administrative action pending against Cyanamid for
          alleged violation of a provision of the Emergency Planning & Community
          Right-to-Know Act of 1986.  Under the proposed settlement, the Company
          would pay a civil penalty of $129,000 plus the donation to the local
          county of certain emergency response equipment.

          For information concerning certain litigation involving Immunex
          Corporation, see Part I, Item 3 of the Immunex Corporation Annual
          Report on Form 10-K for the fiscal year ended December 31, 1996, which
          Item is incorporated herein by reference.

          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 consolidated financial position but could be material to the
          results of operation in any one accounting period.

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

          None.

                                        I-14
<PAGE>
EXECUTIVE OFFICERS OF THE REGISTRANT AS OF MARCH 27, 1997

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
                                                                       Office
            Name             Age  Offices and Positions



John R. Stafford            59  Chairman of the Board, President   December 1986
                                   and Chief Executive Officer,
                                   Chairman of Executive,
                                   Finance, Operations and
                                   Nominating Committees

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


Robert G. Blount            58  Senior Executive Vice President,   October 1995
                                   Director, Member of Executive,
                                   Finance and Operations
                                   Committees

  Business Experience:          1991 to October 1995, Executive
                                   Vice President
                                October 1995 to date, Senior
                                   Executive Vice President

Fred Hassan                 51  Executive Vice President,          October 1995
                                   Director, Member of Finance
                                   and Operations Committees


  Business Experience:          To March 1993, President,
                                   Wyeth-Ayerst Laboratories
                                   Division
                                March 1993 to May 1993, Group
                                   Vice President
                                May 1993 to October 1995 Senior
                                   Vice President
                                October 1995 to date, Executive
                                   Vice President

                                        I-15
<PAGE>
                                                                     Elected to
                                                                       Office
            Name             Age  Offices and Positions

Joseph J. Carr              54  Senior Vice President              May 1993
                                   Member of Finance and
                                   Operations Committees

  Business Experience:          To April 1991, Vice President
                                April 1991 to May 1993, Group
                                   Vice President
                                May 1993 to date, Senior Vice
                                   President

Louis L. Hoynes, Jr.        61  Senior Vice President and          November 1990
                                   General Counsel
                                   Member of Finance and
                                   Operations Committees

  Business Experience:          1991 to date, Senior Vice
                                   President and General
                                   Counsel
 
William J. Murray           51  Senior Vice President              October 1995
                                   Member of Finance and
                                   Operations Committees

  Business Experience:          To September 1992, President,
                                   Agricultural Division,
                                   American Cyanamid Company
                                September 1992 to January 1995,
                                   Group Vice President, American
                                   Cyanamid Company
                                January 1995 to October 1995,
                                   Vice President
                                October 1995 to date, Senior Vice
                                   President

                                        I-16
<PAGE>
                                                                     Elected to
                                                                       Office
            Name             Age  Offices and Positions

David M. Olivier            53  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

John R. Considine           46  Vice President - Finance           February 1992
                                   Member of Finance and
                                   Operations Committees

  Business Experience:          To February 1992,
                                   Vice President and Treasurer
                                February 1992 to date, Vice
                                   President- Finance

Paul J. Jones               51  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               50  Vice President - Human             May 1994
                                   Resources, Member of Finance
                                   Committee

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

                                        I-17
<PAGE>                                        
                                                                     Elected to
                                                                       Office
            Name             Age  Offices and Positions

Thomas M. Nee               57  Vice President - Taxes             May 1986
                                   Member of Finance Committee

  Business Experience:          1991 to date, Vice President-Taxes
  
                                        I-18
<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 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 shown on page 36 of the
          Company's 1996 Annual Report to Shareholders, are incorporated herein
          by reference.

          There were 67,467 holders of record of the Company's common stock as
          of March 3, 1997.

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 18 and 19 of the
          Company's 1996 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 37 through 42 of the
          Company's 1996 Annual Report to Shareholders, is incorporated herein
          by reference.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

          The Consolidated Financial Statements and Notes on pages 20 through 34
          of the Company's 1996 Annual Report to Shareholders, the Report of
          Independent Public Accountants and the Management Report on Financial
          Statements on page 35, and Quarterly Financial Data on page 36, 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 through 4 of a definitive proxy statement
          filed with the Securities and Exchange Commission on March 21, 1997
          ("the 1997 Proxy Statement").

     (b)  Information relating to the Company's executive officers as of March
          27, 1997 is furnished in Part I hereof under a separate unnumbered
          caption ("Executive Officers of the Registrant as of March 27, 1997").

ITEM 11.  EXECUTIVE COMPENSATION

          Information relating to executive compensation is incorporated herein
          by reference to pages 9 through 14 of the 1997 Proxy Statement.
          Information with respect to compensation of directors is incorporated
          herein by reference to pages 5 and 6 of the 1997 Proxy Statement.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          Information relating to security ownership is incorporated by
          reference to pages 7 and 8 of the 1997 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, related Notes and
          Report of Independent Public Accountants, included on pages 20 through
          35 of the Company's 1996 Annual Report to Shareholders, are 
          incorporated herein by reference.
          
                                                                        Pages
          Consolidated Balance Sheets as of
          December 31, 1996 and 1995                                    20

          Consolidated Statements of Income
          for the years ended December 31,
          1996, 1995 and 1994                                           21

          Consolidated Statements of Retained
          Earnings and Additional Paid-in
          Capital for the years ended
          December 31, 1996, 1995 and 1994                              22

          Consolidated Statements of Cash Flows
          for the years ended December 31, 1996,
          1995 and 1994                                                 23

          Notes to Consolidated Financial Statements                 24-34

          Report of Independent Public Accountants                      35

 (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, 1996,
          1995 and 1994                                                 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

    (2.1) The Company's Statement on Schedule 14D-1 relating to the Company's
          tender offer for all issued and outstanding shares of American
          Cyanamid Company, filed on August 10, 1994 (the "Schedule 14D-1"), and
          all exhibits and amendments thereto are hereby incorporated herein by
          reference.

    (2.2) Agreement and Plan of Merger, dated August 17, 1994, as amended, among
          the Company, AC Acquisition Corp. and American Cyanamid Company, filed
          as Exhibit (I) to the Report on Schedule 13D for Immunex Corporation
          filed by the Company, dated December 1, 1994 for the event which
          occurred on November 21, 1994 is hereby incorporated herein by
          reference.

    (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
          April 30, 1996.

    (3.2) By-Laws, as amended to date, is incorporated herein by reference to
          Exhibit 3.2 of the Company's Form 10-Q for the quarter ended March 31,
          1996.

    (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 Company's Exhibit 2 of the Company's Form
          8-A dated August 25, 1992.

    (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 Company's Form 10-Q for the quarter
          ended September 30, 1992.

   (10.1) A 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)(2) to Amendment No. 7 to the
          Schedule 14D-1 is hereby incorporated herein by reference.

   (10.2) 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 is hereby incorporated herein by reference.

                                      IV-2

<PAGE>
ITEM 14.    (Continued)

 (a)3.   Exhibits

    Exhibit No.                               Description

    (10.3) First Amendment to A 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 (as successor to Chemical
           Bank), as agent for the lenders thereunder is incorporated by
           reference to Exhibit 10.3 of the Company's Form 10-K for the year
           ended December 31, 1995.

    (10.4) 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.

    (10.5) Second Amendment to A 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.

    (10.6) 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.

   (10.7)* 1978 Stock Option Plan, as amended to date, is incorporated herein
           by reference to Exhibit 10.2 of the Company's Form 10-K for the year
           ended December 31, 1990 (File Number 1-1225).

   (10.8)* 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 Number 1-1225).

   (10.9)* 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.

*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

    (10.10)* 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 Number 1-1225).

    (10.11)* 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.

    (10.12)* Amendment to the 1985 Stock Option Plan.
   .
    (10.13)* Management Incentive Plan, as amended to date.

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

    (10.15)* 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).

    (10.16)* 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).

    (10.17)* 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).

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

    (10.19)* 1990 Stock Incentive Plan is incorporated herein 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 Number 1-1225).

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

                                        IV-4                         

<PAGE>
ITEM 14. (Continued)

 (a)3.   Exhibit

    Exhibit No.                               Description

    (10.20)* 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.

    (10.21)* Amendment to the 1990 Stock Incentive Plan.

    (10.22)* 1993 Stock Incentive Plan is incorporated herein by reference to
             Exhibit I of the Company's Proxy Statement filed March 17, 1994.

    (10.23)* Amendment to the 1993 Stock Incentive Plan is incorporated by
             reference to Exhibit 10.15 of the Company's Form 10-K for the year
             ended December 31, 1995.

    (10.24)* Amendment to the 1993 Stock Incentive Plan.

    (10.25)* 1996 Stock Incentive Plan is incorporated by reference to Exhibit
             10.24 of the Company's Form 10-K for the year ended December 
             31, 1995.

    (10.26)* Amendment to the 1996 Stock Incentive Plan.

    (10.27)* Form of Stock Option Agreement.

    (10.28)* 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.

    (10.29)* Form of the Company's 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.

   (10.30)*  Amendment to Special Stock Option Agreement.

   (10.31)*  Form of the Company's Restricted Stock Performance Award Agreement
             under the 1990 Stock Incentive Plan, 1993 Stock Incentive Plan and
             1996 Stock Incentive Plan for an initial award (covering three
             performance years).

   (10.32)*  Form of the Company's Restricted Stock Performance Award Agreement
             under the 1990 Stock Incentive Plan, 1993 Stock Incentive Plan and
             1996 Stock Incentive Plan for subsequent awards (covering one
             performance year).

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

                                        IV-5                                   

<PAGE>
ITEM 14.     (Continued)

 (a)3.   Exhibit

    Exhibit No.                               Description

    (10.33)* 1994 Restricted Stock Plan for Non-Employee Directors is
             incorporated herein by reference to Exhibit II of the Company's
             Proxy Statement filed March 17, 1994.

    (10.34)* Form of Deferred Compensation Agreement.

    (10.35)* Savings Plan, as amended, is incorporated herein 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.

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

    (10.37)* Directors Deferral Plan.

    (10.38)* 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.

    (10.39)* Nonfunded Deferred Compensation Plan for Directors is incorporated
             by reference to Exhibit 10.25 of the Company's Form 10-K for the
             year ended December 31, 1995.

    (11)     Computation of Per Share Earnings.

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

    (13)     1996 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.





*Denotes management contract or compensatory plan or arrangement required to be
 filed as an exhibit hereto.
 
 
                                        IV-6
<PAGE>                                        
ITEM 14. (Continued)

 (a)3.   Exhibit

    Exhibit No.                               Description

   (23)    Consent of Independent Public Accountants relating to their report
           dated January 28, 1997, 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 and 333-
           15509) by reference to the Form 10-K of the Company filed for the
           year ended December 31, 1996.

   (27)    Financial Data Schedule.

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

   (99.1)  The Part I, Item 3 Legal Proceedings (page 21) section of Immunex
           Corporation's Report on Form 10-K for the fiscal year ended December
           31, 1996, filed on March 18, 1997, is incorporated herein by
           reference.


 (b)       Reports on Form 8-K

           None

                                        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 28, 1997.  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, N.Y.
January 28, 1997



                                     IV-8
<PAGE>                                     
<TABLE>


            American Home Products Corporation and Subsidiaries
              Schedule II - Valuation and Qualifying Accounts
            For the Years Ended December 31, 1996, 1995 and 1994
                           (Dollars in thousands)
<CAPTION>

           Column A              Column B       Column C        Column D       Column E

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

Year ended 12/31/96:
Allowance for doubtful accounts     $108,164        $88,273          $16,457      $179,980
Allowance for cash discounts          27,445        235,802          239,106        24,141
Allowance for deferred tax           206,644        117,569           29,373       294,840
assets

                                    $342,253       $441,644         $284,936      $498,961



Year ended 12/31/95:
Allowance for doubtful accounts      $77,985        $32,186           $2,007      $108,164
Allowance for cash discounts          21,483        240,871          234,909        27,445
Allowance for deferred tax           250,976         45,604           89,936       206,644
assets
                                    $350,444       $318,661         $326,852      $342,253



Year ended 12/31/94:
Allowance for doubtful accounts      $25,631        $58,752           $6,398       $77,985
Allowance for cash discounts          20,318        151,783          150,618        21,483
Allowance for deferred tax            91,363        228,542           68,929       250,976
assets

                                    $137,312       $439,077         $225,945      $350,444



</TABLE>
(A)     Balances for 1994 reflect the acquisition of American Cyanamid
        Company effective December 1, 1994.

(B)     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 27, 1997                      By /S/     Robert G. Blount
                                               Robert G. Blount
                                               Senior Executive Vice President

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 27, 1997
     John R. Stafford              and Chief Executive Officer


Principal Financial Officer:

/S/  Robert G. Blount              Senior Executive Vice          March 27, 1997
     Robert G. Blount              President and Director


Principal Accounting Officer:

/S/  Paul J. Jones                 Vice President and             March 27, 1997
     Paul J. Jones                 Comptroller


Directors:

/S/  Clifford L. Alexander, Jr.    Director                       March 27, 1997
     Clifford L. Alexander, Jr.


/S/  Frank A. Bennack, Jr.         Director                       March 27, 1997
     Frank A. Bennack, Jr.


/S/  Robin Chandler Duke           Director                       March 27, 1997
     Robin Chandler Duke

                                        IV-10
 <PAGE>                                       
                                         
            Signatures                  Title                            Date

/S/  John D. Feerick               Director                       March 27, 1997
     John D. Feerick


/S/  Fred Hassan                   Director                       March 27, 1997
     Fred Hassan


/S/  John P. Mascotte              Director                       March 27, 1997
     John P. Mascotte


/S/  Mary Lake Polan M.D., Ph.D.   Director                       March 27, 1997
     Mary Lake Polan M.D., Ph.D.


/S/  Ivan G. Seidenberg            Director                       March 27, 1997
     Ivan G. Seidenberg


/S/  John R. Torell III            Director                       March 27, 1997
     John R. Torell III


/S/  William Wrigley               Director                       March 27, 1997
     William Wrigley

                                     IV-11
 <PAGE>                                    
                                     

                               INDEX TO EXHIBITS

 Exhibit No.             Description

   (10.5)   Second Amendment to A 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.

   (10.6)   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.

   (10.12)* Amendment to the 1985 Stock Option Plan.

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

   (10.21)* Amendment to the 1990 Stock Incentive Plan.

   (10.24)* Amendment to the 1993 Stock Incentive Plan.

   (10.26)* Amendment to the 1996 Stock Incentive Plan.

   (10.27)* Form of Stock Option Agreement.

   (10.30)* Amendment to Special Stock Option Agreement.

   (10.31)* Form of the Company's Restricted Stock Performance Award Agreement
            under the 1990 Stock Incentive Plan, 1993 Stock Incentive Plan and
            1996 Stock Incentive Plan for an initial award (covering three
            performance years).

   (10.32)* Form of the Company's Restricted Stock Performance Award Agreement
            under the 1990 Stock Incentive Plan, 1993 Stock Incentive Plan and
            1996 Stock Incentive Plan for subsequent awards (covering one
            performance year).

   (10.34)* Form of Deferred Compensation Agreement.

   (10.37)* Directors Deferral Plan.



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


<PAGE>


    Exhibit No.                               Description

   (11)   Computation of Per Share Earnings.

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

   (13)   1996 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 28, 1997, 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 and 333-15509) by
          reference to the Form 10-K of the Company filed for the year ended
          December 31, 1996.

   (27)   Financial Data Schedule.

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



















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