Exhibit 10.3
   
                FIRST AMENDMENT TO A CREDIT AGREEMENT
   
     First Amendment (this "Amendment"), dated as of August
   4, 1995, among American Home Food Products, Inc., Sherwood
   Medical Company, A.H. Robins Company, Incorporated (each, a
   "Subsidiary Borrower"), American Home Products Corporation
   (the "Company", and together with the Subsidiary Borrowers,
   the "Borrowers"), the lending institutions party to the A
   Credit Agreement referred to below (the "Banks") and
   Chemical Bank, as Agent (in such capacity, the "Agent"). 
   All capitalized terms used herein and not otherwise defined
   shall have the respective meanings provided such terms in
   the A Credit Agreement referred to below.
   
   
                        W I T N E S S E T H :
   
   
     WHEREAS, the Borrowers, the Banks and the Agent are
   parties to a Credit Agreement, dated as of September 9,
   1994, (the "A Credit Agreement");
   
     WHEREAS, the parties hereto wish to amend the A Credit
   Agreement as herein provided;
   
     NOW THEREFORE, it is agreed:
   
     1.   The first recital of the A Credit Agreement is
   hereby amended by deleting the amount "$7,000,000,000" in
   its entirety and inserting in lieu thereof the amount
   "$4,000,000,000".
   
     2.   Section 1.1 of the A Credit Agreement is hereby
   amended by deleting the definition of "Applicable Margin"
   in its entirety and inserting in lieu thereof the following
   new definition:
   
          "Applicable Margin":  a percentage equal to,
        (x) for Alternate Base Rate Loans, 0%, (y) for C/D
        Rate Loans, .320% and (z) for Eurodollar Rate Loans,
        .195%.
   
     3.   Section 1.1 of the A Credit Agreement is hereby
   amended by deleting the definition of "Facility Fee
   Percentage" in its entirety and inserting in lieu thereof
   the following definition:
   
          ""Facility Fee Percentage":  a percentage
        equal to .055%."
   
     4.   Section 1.1 of the A Credit Agreement is hereby
   amended by deleting the definition of "Significant Usage
   Period" in its entirety.
   
     5.   Section 1.1 of the A Credit Agreement is hereby
   amended by deleting clause (a) of the definition of
   "Termination Date" in its entirety and inserting in lieu
   thereof "(a) August 3, 1996 (as such date may be extended
   in accordance with the provisions of subsection 2.19)and ".
   
     6.   In order to induce the Agent and the Banks to
   enter into this Amendment, the Borrowers hereby represent
   and warrant that (x) no Default or Event of Default exists
   on the First Amendment Effective Date (as defined herein)
   both before and after giving effect to this Amendment and
   (y) all of the representations and warranties contained in
   the Credit Documents shall be true and correct in all
   material respects on the First Amendment Effective Date
   both before and after giving effect to this Amendment with
   the same effect as though such representations and
   warranties had been made on and as of the First Amendment
   Effective Date (it being understood that any representation
   or warranty made as of a specific date shall be true and
   correct in all material respects as of such specific date).
   
     7.   This Amendment is limited as specified and shall
   not constitute a modification, acceptance or waiver of any
   other provision of the A Credit Agreement or any other
   Credit Document.
   
     8.   This Amendment may be executed in any number of
   counterparts and by the different parties hereto on
   separate counterparts, each of which counterparts when
   executed and delivered shall be an original, but all of
   which shall together constitute one and the same
   instrument.  A complete set of counterparts shall be lodged
   with the Company and the Agent.
   
     9.   This Amendment and the rights and obligations of
   the parties hereunder shall be construed in accordance with
   and governed by the law of the State of New York.
   
     10.  Notwithstanding anything to the contrary
   contained in the Credit Agreement or this Amendment, for
   purposes of this Amendment "Banks" shall mean each of the
   lending institutions who shall have delivered (including by
   way of telecopier) by August 3, 1995 (or such later date as
   the Agent and the Company shall agree) a signed copy hereof
   to the Agent as provided in Section 8.2 of the Credit
   Agreement.
   
     11.  On or prior to August 3, 1995 (or such later date
   as the Agent and the Company shall agree) assuming that the
   Banks who have signed and delivered a copy hereof pursuant
   to paragraph 10 of this Amendment hold Commitments in the
   aggregate of at least $4,000,000,000, (x) the Company and
   the Agent shall reduce or reallocate the Commitments of
   such Banks in their sole discretion for purposes of
   establishing an aggregate total commitment of
   $4,000,000,000 and (y) the Agent shall distribute revised
   Schedules I and II to the Credit Agreement to reflect such
   reductions and reallocations; provided that, after giving
   effect to such reallocation, no Bank shall have a
   Commitment in excess of its Commitment on the date hereof
   unless such Bank has so agreed.
   
     12.  This Amendment shall become effective as of the
   date hereof (the "First Amendment Effective Date") on the
   date upon which (i) each of the Borrowers, the Agent and
   Banks (after giving effect to paragraph 10 hereto), after
   giving effect to the reallocation of Commitments pursuant
   to paragraph 11 of this Amendment, shall have signed a copy
   hereof (whether the same or different copies) and shall
   have delivered (including by way of telecopier) the same to
   the Agent as provided in Section 8.2 of the A Credit
   Agreement and (ii) the First Amendment to the B Credit
   Agreement, dated as of the date hereof, has become
   effective.
   
     13.  From and after the First Amendment Effective
   Date, all references in the A Credit Agreement and each of
   the other A Credit Documents to the A Credit Agreement
   shall be deemed to be references to the A Credit Agreement
   after giving effect to this Amendment.
   
          IN WITNESS WHEREOF, each of the parties hereto
   has caused a counterpart of this Amendment to be duly
   executed and delivered as of the date first above written.
   
   
   AMERICAN HOME PRODUCTS CORPORATION
   
   
   By:_____________________________                                
      Title:
   
   
   AMERICAN HOME FOOD PRODUCTS, INC.
   
   
   By:_____________________________                               
      Title:
   
   
   SHERWOOD MEDICAL COMPANY
   
   
   By:____________________________
      Title:
   
   
   A. H. ROBINS COMPANY, INCORPORATED
   
   
   By:________________________________
      Title:
   
   
   
   CHEMICAL BANK,
   as Agent and as a Lender
   
   
   
   By:_____________________________
          Title:
   
   
   ABN AMRO BANK N.V.,
   NEW YORK BRANCH
   
   
   
   By:_____________________________
          Title:
   
   
   By:_____________________________
          Title:
   
   
   BANCA NAZIONALE DEL LAVORO S.p.A.
   NEW YORK BRANCH
   
   
   
   By:_____________________________
          Title:
   
   
   By:_____________________________
          Title:
   
   
   BANK OF AMERICA NT & SA
   
   
   
   By:_____________________________
          Title:
   
   
   BANK OF AMERICA ILLINOIS
   
   
   
   By:_____________________________
          Title:
   
   
   BANK BRUSSELS LAMBERT -
   NEW YORK BRANCH
   
   
   
   By:_____________________________
          Title:
   
   
   BANK OF MONTREAL
   
   
   
   By:_____________________________
          Title:
   
   
   THE BANK OF NEW YORK
   
   
   
   By:_____________________________
          Title:
   
   
   THE BANK OF NOVA SCOTIA
   
   
   
   By:_____________________________
          Title:
   
   
   THE BANK OF TOKYO TRUST COMPANY
   
   
   
   By:_____________________________
          Title:
   
   
   BANQUE NATIONALE DE PARIS -
   NEW YORK BRANCH
   
   
   
   By:_____________________________
          Title:
   
   
   
   By:_____________________________
          Title:
   
   
   BANQUE NATIONALE DE PARIS -
   GEORGETOWN BRANCH, CAYMAN ISLANDS
   
   
   
   By:_____________________________
          Title:
   
   
   
   By:_____________________________
          Title:
   
   
   BANQUE PARIBAS
   
   
   
   By:_____________________________
          Title:
   
   
   
   By:_____________________________
          Title:
   
   
   BAYERISCHE LANDESBANK
   GIROZENTRALE, NEW YORK BRANCH
   
   
   
   By:_____________________________
          Title:
   
   
   
   By:_____________________________
          Title:
   
   
   BAYERISCHE VEREINSBANK AG,
   NEW YORK BRANCH
   
   
   
   By:_____________________________
          Title:
   
   
   
   By:_____________________________
          Title:
   
   
   BANCA COMMERCIALE ITALIANA
   NEW YORK BRANCH
   
   
   
   By:_____________________________
          Title:
   
   
   
   By:_____________________________
          Title:
   
   
   BHF - BANK
   
   
   
   By:_____________________________
          Title:
   
   
   THE BOATMEN'S NATIONAL BANK OF
   ST. LOUIS
   
   
   
   By:_____________________________
          Title:
   
   
   CARIPLO - CASSA DI RISPARMIO
   DELLE PROVINCIE LOMBARDE SPA
   
   
   
   By:_____________________________
          Title:
   
   
   
   By:_____________________________
          Title:
   
   
   THE CHASE MANHATTAN BANK, N.A.
   
   
   
   By:_____________________________
          Title:
   
   
   CANADIAN IMPERIAL BANK OF
   COMMERCE, NEW YORK AGENCY
   
   
   
   By:_____________________________
          Title:
   
   
   CITIBANK, N.A.
   
   
   
   By:_____________________________
          Title:
   
   
   COMMERZBANK AKTIENGESELLSCHAFT
   
   
   
   By:_____________________________
          Title:
   
   
   COOPERATIEVE CENTRALE RAIFFEISEN-
   BOERENLEENBANK, B.A.,
   "RABOBANK NEDERLAND"
   
   
   
   By:_____________________________
          Title:
   
   
   CORESTATES BANK, N.A.
   
   
   
   By:_____________________________
          Title:
   
   
   CREDIT LYONNAIS NEW YORK   BRANCH
   
   
   
   By:_____________________________
          Title:
   
   
   CREDIT LYONNAIS CAYMAN ISLAND
   BRANCH
   
   
   
   By:_____________________________
          Title:
   
   
   CREDIT SUISSE
   
   
   
   By:_____________________________
          Title:
   
   
   CRESTAR BANK
   
   
   
   By:_____________________________
          Title:
   
   
   THE DAI-ICHI KANGYO BANK   LTD.
   
   
   
   By:_____________________________
          Title:
   
   
   THE DAIWA BANK LTD. - NEW YORK                      
   BRANCH
   
   
   
   By:_____________________________
               Title:
   
   
   
   
   DEUTSCHE BANK AG, NEW YORK
   AND/OR CAYMAN ISLANDS BRANCHES
   
   
   
   By:_____________________________
          Title:
   
   
   
   By:_____________________________
          Title:
   
   
   DRESDNER BANK AG, NEW YORK BRANCH
   
   
   
   By:_____________________________
          Title:
   
   
   DRESDNER BANK AG, GRAND CAYMAN
   BRANCH
   
   
   
   By:_____________________________
          Title:
   
   
   FIRST FIDELITY BANK, NATIONAL   ASSOCIATION
   
   
   
   By:_____________________________
          Title:
   
   
   FIRST INTERSTATE BANK OF CALIFORNIA
   
   
   
   By:_____________________________
          Title:
   
   
   
   By:_____________________________
          Title:
   
   
   THE FIRST NATIONAL BANK OF BOSTON
   
   
   
   By:_____________________________
          Title:
   
   
   THE FIRST NATIONAL BANK OF CHICAGO
   
   
   
   By:_____________________________
          Title:
   
   
   FIRST UNION NATIONAL BANK OF NC
   
   
   
   By:_____________________________
          Title:
   
   
   THE FUJI BANK, LIMITED
   
   
   
   By:_____________________________
          Title:
   
   
   THE INDUSTRIAL BANK OF JAPAN, LIMITED
   
   
   
   By:_____________________________
               Title:
   
   
   ISTITUTO BANCARIO SAN PAOLO DI TORINA SPA - NEW YORK
   LIMITED BRANCH
   
   
   
   By:_____________________________
          Title:
   
   
   LLOYDS BANK PLC
   
   
   
   By:_____________________________
          Title:
   
   
   LTCB TRUST COMPANY
   
   
   
   By:_____________________________
          Title:
   
   
   MELLON BANK, N.A.
   
   
   
   By:_____________________________
          Title:
   
   
   THE MITSUBISHI BANK, LIMITED -
   NEW YORK BRANCH
   
   
   
   By:_____________________________
          Title:
   
   
   THE MITSUI TRUST AND BANKING
   COMPANY, LIMITED - NEW YORK BRANCH
   
   
   
   By:_____________________________
          Title:
   
   
   THE MITSUBISHI TRUST AND BANKING
   CORPORATION
   
   
   
   By:_____________________________
          Title:
   
   
   MORGAN GUARANTY TRUST COMPANY OF NEW YORK
   
   
   
   By:_____________________________
          Title:
   
   
   NATIONAL WESTMINSTER BANK PLC
   
   
   
   By:_____________________________
          Title:
   
   
   NORDDEUTSCHE LANDESBANK
   GIROZENTRALE, NEW YORK BRANCH
   AND/OR CAYMAN ISLANDS BRANCH
   
   
   
   By:_____________________________
          Title:
   
   
   
   By:_____________________________
          Title:
   
   
   THE NORINCHUKIN BANK, NEW YORK BRANCH
   
   
   
   By:_____________________________
          Title:
   
   
   THE NORTHERN TRUST COMPANY
   
   
   
   By:_____________________________
          Title:
   
   
   PNC BANK, NATIONAL ASSOCIATION
   
   
   
   By:_____________________________
          Title:
   
   
   ROYAL BANK OF CANADA
   
   
   
   By:_____________________________
          Title:
   
   
   THE SAKURA BANK, LIMITED
   
   
   
   By:_____________________________
          Title:
   
   
   THE SANWA BANK LTD, NEW YORK
   BRANCH
   
   
   
   By:_____________________________
          Title:
   
   
   SHAWMUT BANK CONNECTICUT, N.A.
   
   
   
   By:_____________________________
          Title:
   
   
   SOCIETE GENERALE
   
   
   
   By:_____________________________
          Title:
   
   
   STANDARD CHARTERED BANK
   
   
   
   By:_____________________________
          Title:
   
   
   THE SUMITOMO BANK, LIMITED,
   NEW YORK BRANCH
   
   
   
   By:_____________________________
          Title:
   
   
   THE SUMITOMO TRUST & BANKING CO.
   
   
   
   By:_____________________________
          Title:
   
   
   SWISS BANK CORPORATION, NEW YORK BRANCH
   
   
   
   By:_____________________________
          Title:
   
   
   THE TOKAI BANK, LIMITED 
   NEW YORK BRANCH
   
   
   
   By:_____________________________
          Title:
   
   
   TORONTO DOMINION (NEW YORK), INC.
   
   
   
   By:_____________________________
          Title:
   
   
   TOYO TRUST & BANKING CO.
   
   
   
   By:_____________________________
          Title:
   
   
   WACHOVIA BANK OF GEORGIA, N.A.
   
   
   
   By:_____________________________
          Title:
   
   
   WESTDEUTSCHE LANDESBANK
   GIROZENTRALE, NEW YORK AND
   CAYMAN ISLANDS BRANCHES
   
   
   
   By:_____________________________
          Title:
   
   
   WESTPAC BANKING CORPORATION
   
   
   
   By:_____________________________
          Title:
   
   
   YASUDA TRUST & BANKING
   
   
   
   By:_____________________________
          Title: