Exhibit 10.13

                        AMENDMENT TO THE
               AMERICAN HOME PRODUCTS CORPORATION
                    1990 STOCK INCENTIVE PLAN


     WHEREAS, Section 9 of the American Home Products Corporation
(the "Company") 1990 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.