Exhibit 10.26

WHEREAS, Section 10 of the American Home Products Corporation
(the "Company") 1996 Stock Incentive Plan (the "1996 Plan")
authorizes the Board of Directors to amend the 1996 Plan and the
Compensation and Benefits Committee recommends that certain
amendments as described below be made to the 1996 Plan;

          NOW, THEREFORE, Section 6 of the 1996 Plan is hereby
          amended as follows:

          1.   Section 6(c)(ii) of the 1996 Plan is deleted in
               its entirety, with such Section to be reserved for
               future amendment.

          2.   Section 6(c)(iii) of the 1996 Plan is hereby
               amended by deleting therefrom the language
               [surrounded by brackets] as follows:

               (iii)  Upon exercise of Stock
               Appreciation Rights, the holder thereof
               shall be entitled to elect to receive
               therefor payment in the form of shares
               of the Company's Common Stock (rounded
               down to the next whole number so no
               fractional shares are issued), cash or
               any combination thereof in an amount
               equal in value to the difference between
               the Option Price per share and the fair
               market value per share of Common Stock
               on the date of exercise multiplied by
               the number of shares in respect of which
               the Stock Appreciation Rights shall have
               been exercised, subject to any
               limitation on such amount which the
               Committee may in its discretion impose
               [at the time of grant of the Stock
               Appreciation Rights.  Such election as
               to the form of payment shall be subject
               to the consent of the Committee which
               consent or disapproval may be given at
               any time after the election to which it
               relates.]  The fair market value of
               Common Stock shall be deemed to be the
               mean between the highest and lowest sale
               prices of the Common Stock on the
               Consolidated Transaction Reporting
               System on the date the Stock
               Appreciation Right is exercised or if no
               transaction on the Consolidated
               Transaction Reporting System occurred on
               such date, then on the last preceding
               day on which a transaction did take
               place.

          3.   Section 6(c)(iv) of the 1996 Plan is hereby
               amended by deleting therefrom the language
               [surrounded by brackets] and adding text
               *surrounded by stars* as follows:

               (iv)  Any exercise of Stock Appreciation
               Rights by an officer or director subject
               to Section 16(b) of the Exchange Act, as
               well as any election by such officer or
               director as to the form of payment of
               Stock Appreciation Rights (Common Stock,
               cash or any combination thereof), [which
               election is subject to the consent of
               the Committee in its sole discretion as
               provided in subparagraph (iii) hereof,]
               shall be made during the ten-day period
               beginning on the third business day
               following the release for publication of
               any quarterly or annual statement of
               sales and earnings by the Company and
               ending on the twelfth business day
               following the date of such release
               *("window period")*.  In the event that
               such a director or officer exercises a
               Stock Appreciation Right for cash or
               stock pursuant to this Section 6 during
               a "window period," [as provided in Rule
               16b-3 under the Exchange Act], the day
               on which such right is effectively
               exercised shall be that day, if any,
               during such "window period" which is
               designated by the Committee in its
               discretion for all such exercises by
               such individuals during such period.  If
               no such day is designated, the day of
               effective exercise shall be determined
               in accordance with normal administrative
               practices of the Plan.  [This clause
               (iv) shall cease to apply at the
               discretion of the Committee if any
               amendment or Securities and Exchange
               Commission interpretation of such Rule
               16b-3 makes the application of this
               clause (iv) unnecessary to exempt the
               grant and/or exercise of Stock
               Appreciation Rights from the application
               of Section 16(b) of the Exchange Act.]