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                                 UNITED STATES
                       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 31,1997                                          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         (973) 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


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.  [ ]

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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 2, 1998                    $61,446,876,563

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 2, 1998

Common Stock, $.33 - 1/3 par value                           654,924,364

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) 1997 Annual Report to Shareholders - In Parts I, II and IV
(2) Proxy Statement filed March 25,1998 - In Part III

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                                 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, 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 February 1998, the Company sold the Sherwood-Davis & Geck medical
          devices business to a subsidiary of Tyco International Ltd. for
          approximately $1.77 billion. This transaction completed the Company's
          exit from the medical devices business.

          In December 1997, the Company sold the stock of Storz Instrument
          Company and affiliated companies, a global manufacturer and marketer
          of ophthalmic products, and certain assets relating to the Storz
          business for $380 million.

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

          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 November 1997, the Company sold
          a portion of the 20% equity interest in International 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., Solvay S.A. and Cyanamid
          acquisitions, the American Home Foods, Sherwood-Davis & Geck and Storz
          dispositions, 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 1997 Annual Report to Shareholders and is
          incorporated herein by reference.
          
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          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 majority-owned subsidiaries.

          Industry Segments

          Financial information, by industry segment, for the three years ended
          December 31, 1997 is set forth in Note 11 of the Notes to Consolidated
          Financial Statements in the Company's 1997 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, LO/OVRAL (marketed as MIN-OVRAL internationally),
          NORDETTE and TRIPHASIL (marketed as TRINORDIOL internationally);
          infant nutritionals (international markets only); cardiovascular
          including CORDARONE and ZIAC; mental health including ATIVAN and
          EFFEXOR; anti-inflammatory and gastroenterology including LODINE,
          ORUVAIL, ZOTON (international markets only) and NAPRELAN; anti-
          infectives including MINOCIN, SUPRAX and ZOSYN (marketed as TAZOCIN
          internationally); vaccines including HIBTITER; 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 1997, 1996 and 1995.
          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 1997, 1996 or 1995. The
          operating income before taxes from the women's health care products 
          in the aggregate, and the PREMARIN family of products individually,
          accounted for more than 10% of consolidated operating income before
          taxes in 1997, 1996 and 1995.

          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;

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          vitamins and mineral supplements including CENTRUM; hemorrhoidal;
          antacids; and asthma relief items. These products are generally sold
          to wholesalers and retailers, and are 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 1997, 1996 or 1995.

          Medical Devices - In February 1998, the Company sold the Sherwood-
          Davis & Geck medical devices business to a subsidiary of Tyco
          International Ltd.  This transaction completed the Company's exit from
          the medical devices business.  Principal products in this sector
          included 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 were promoted and sold
          worldwide, principally to physicians, hospitals, other health care
          institutions and wholesalers.  Buying groups also represented certain
          of these customers.  In addition to the United States and Puerto Rico,
          these products were manufactured in 10 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 1997, 1996 or 1995.
      
          AGRICULTURAL PRODUCTS -

          Principal agricultural product categories and their respective
          products are: herbicides including PURSUIT (marketed as PIVOT
          internationally), PROWL (marketed as STOMP internationally) and
          SCEPTER; 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 accounted for
          more than 10% of consolidated net sales or operating income before
          taxes in 1997, 1996 or 1995.

          FOOD PRODUCTS -

          In November 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.  In November 1997, the Company sold a portion of the 20% equity
          interest in International Home Foods.
          
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          No single food product or category of products accounted for more than
          10% of consolidated net sales or operating income before taxes in 1996
          or 1995.

          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 1997. LODINE XL, a product extension of LODINE, will have
          patent protection until 2007. 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.  Concentrated recombinant human
          antihemophilic factor (Factor VIII), a product that helps regulate
          activation of the body's coagulation pathway, will have patent
          protection until 2014.

          Sales in the consumer health care business 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.
          
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          Competition

          HEALTH CARE PRODUCTS -

          The Company operates in the highly competitive health care industry
          which includes the ethical pharmaceutical, animal health and consumer
          health care 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 five 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 five 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
          actions affecting 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, contributes significantly to
          sales and results of operations. PREMARIN currently is not subject to
          generic competition in the United States, and, on May 5, 1997, the
          U.S. Food and Drug Administration (FDA) announced that it would not
          approve synthetic conjugated estrogens products at this time because
          these products have not been shown to contain the same active
          ingredient as PREMARIN.  The FDA further stated that, until the full
          composition of PREMARIN is determined, a synthetic generic version
          cannot be approved, although a generic product derived from the same
          natural source could be approved earlier under certain circumstances.
          Although the Company believes that, as a result of this announcement,
          PREMARIN is not likely to face generic competition in the near term,
          it cannot predict the timing or outcome of continued efforts to obtain
          approval for a generic conjugated estrogens product. 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 recently introduced combination estrogen and progestin
          products in the PREMARIN family.
          
                                 I-5 
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          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 1997
          and is expected to continue during 1998.

          AGRICULTURAL PRODUCTS -

          The Company operates in the highly competitive agrochemical industry.
          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 $1,558,035,000
          in 1997, $1,429,056,000 in 1996 and $1,354,963,000 in 1995 with
          approximately 80% of these expenditures in the ethical pharmaceutical
          area in 1997.

          The Company currently has 4 New Drug Applications and 28 Supplemental
          Drug Applications filed with the FDA for review, and 98 active
          Investigational New Drug Applications and two Biologics License
          Applications pending. During 1997, several major collaborative
          research and development arrangements were commenced or continued with
          other pharmaceutical and biotechnology companies.  Additionally, the
          animal health business has 78 Veterinary Biologics License
          Applications awaiting approval by the United States Department of
          Agriculture ("USDA") and the Agricultural Products segment has 49
          applications for new products and/or expanded use of existing products
          awaiting approval by the United States Environmental Protection Agency
          ("EPA"). The extent of subsequent contributions from these potential
          products, if any, cannot presently be predicted.
          
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          During 1997, the Company received FDA approval for the mental health
          product EFFEXOR XR, the pain and anti-inflammatory products DURACT and
          SYNVISC, the cardiovascular blood thinner NORMIFLO, the oral
          contraceptive ALESSE, the progesterone gel CRINONE, BENEFIX
          coagulation Factor IX (Recombinant), the platelet factor product
          NEUMEGA, the animal health care product DICURAL, a new fluroquinolone
          antibiotic for the treatment of serious infections in dogs, the equine
          dewormer and boticide product QUEST, the canine heartworm preventive
          product PROHEART and the OTC product Children's ADVIL Grape
          Suspension.  The EPA also approved the Company's LIGHTNING and RAPTOR
          herbicide products.

          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 and
          consumer health care products.  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.   In addition, in the foreign countries
          where the Company does business, it is subject to regulatory and
          legislative climates that, in many instances, are similar to or more
          restrictive than that described above.  The Company devotes
          significant resources to dealing with the extensive federal, state and
          foreign 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 in certain respects.  Federal
          and state rebate programs are expected to continue.
          
                                 I-7
<PAGE>

          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 or approval of the EPA.  Outside the United States,
          agricultural chemicals are regulated by various agencies, often by
          standards which differ from those in the United States.
          
          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, and certain sites for which there is shared responsibility
          between Cyanamid and Cytec.  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.  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.

          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.  Additional information on environmental matters
          is set forth in Notes 3, 5 and 10 of the Notes to Consolidated
          Financial Statements in the Company's 1997 Annual Report to
          Shareholders and is incorporated herein by reference.

          Employees

          At the end of 1997, the Company had 60,523 employees worldwide, with
          31,233 employed in the United States including Puerto Rico.
          Approximately 29% 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, 1997 is set forth in Note 11 of the
          Notes to Consolidated Financial Statements in the Company's 1997
          Annual Report to Shareholders and is incorporated herein by reference.

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          The Company's operations outside the United States are conducted
          primarily through subsidiaries.  International sales in 1997 amounted
          to 42% of the Company's total worldwide sales.

          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.  Additional
          information about foreign operations, specifically the Asian-Pacific
          region, is set forth in Liquidity, Financial Condition and Capital
          Resources in Management's Discussion and Analysis of Financial
          Condition and Results of Operations in the Company's 1997 Annual
          Report to Shareholders and is incorporated herein by reference.

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 maintained 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 24 countries outside the United
          States.  The following are the principal manufacturing plants (M) and
          research laboratories (R) of the Company as of December 31, 1997:

          INDUSTRY SEGMENT

          Health Care Products:
            Alpirsbach, Germany (M)
            Andover, Massachusetts (M, R)
            Askeaton, Ireland (M, R)
           *Ballymoney, N. Ireland (M)
            Baulkham Hills, Australia (M)
            Buenos Aires, Argentina (M)
            Cabuyao, Philippines (M)
            Cambridge, Massachusetts (R)
            Carolina, Puerto Rico (M)
            Catania, Italy (M, R)
            Charles City, Iowa (M)
            Chazy, New York (R)
            Cherry Hill, New Jersey (M, R)
           *Commerce, Texas (M)
           *Deland, Florida (M)
            Fort Dodge, Iowa (M, R)
            Georgia, Vermont (M)
  
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            Gosport, Great Britain (M)
            Guayama, Puerto Rico (M)
            Havant, Great Britain (M, R)
            Hsin-Chu Hsien, Taiwan (M)
            Maracay, Venezuela (M)
            Marietta, Pennsylvania (M, R)
            Munster, Germany (M)
            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)
            St. Laurent, Canada (M, R)
            Suzhou, China (M)
           *Tijuana, Mexico (M, R)
            West Chester, Pennsylvania (M)

          Agricultural Products:
            Genay, France (M)
            Gravelines, France (M)
            Hannibal, Missouri (M)
            Paulina, Brazil (M)
            Princeton, New Jersey (R)
            Resende, Brazil (M)
            Schwabenheim, Germany (R)

         *These facilities were divested on February 27, 1998 as part of 
          the Company's sale of the Sherwood-Davis & Geck medical devices
          business.

          All of the above properties are owned except certain facilities in
          Cambridge, Massachusetts, Cherry Hill, New Jersey, Guayama, Puerto
          Rico, Suzhou, China and Tijuana, Mexico 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.

          As of March 19, 1998, the Company has been served with more than 3,200
          lawsuits in federal and state courts on behalf of approximately 48,000
          plaintiffs alleging injuries as a result of use of the NORPLANT
              
                                 I-10
<PAGE>

          SYSTEM, the Company's implantable contraceptive containing
          levonorgestrel.  Although approximately 70 of the cases have been
          filed as class actions, class certification has been denied in the
          federal actions as well as in every state in which the question has
          been considered.  On December 6, 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 (E.D. Tex.) in Beaumont.  The MDL proceedings
          now account for over 37,000 of the NORPLANT SYSTEM plaintiffs.
          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.  That decision is
          now on appeal to the U.S. Court of Appeals for the Fifth Circuit.  No
          NORPLANT SYSTEM case involving the Company has yet been tried to a
          verdict.  All of the cases involving the Company that have approached
          trial have either been dismissed by the courts or withdrawn by the
          plaintiffs, except for one trial in Hidalgo County, Texas which
          resulted in a mistrial in January 1998 due to conflicts among
          plaintiffs' attorneys.  The Company will continue to contest the
          NORPLANT SYSTEM litigation vigorously.

          On September 15, 1997, the Company's Wyeth-Ayerst Laboratories
          Division, the manufacturer of PONDIMIN (fenfluramine hydrochloride)
          tablets C-IV and the distributor of REDUX (dexfenfluramine
          hydrochloride capsules) C-IV, announced a voluntary and immediate
          withdrawal of these antiobesity medications.  The Company took this
          action on the basis of new, preliminary information provided to the
          Company on September 12, 1997 by the U.S. Food and Drug Administration
          (FDA) regarding heart valve abnormalities in patients using these
          medications.  The Company estimates that approximately six million
          people used these medications in the U.S.

          As of March 19, 1998, the Company has been served or is aware that it
          has been named as a defendant in 797 lawsuits as the manufacturer of
          PONDIMIN and/or the distributor of REDUX.  These lawsuits have been
          filed on behalf of individuals who claim to have been injured as a
          result of their use of PONDIMIN and/or REDUX, either individually or
          in combination with the prescription drug phentermine (which the
          Company does not manufacture, distribute or market).  The lawsuits
          also often name as defendants other distributors and/or retailers of
          PONDIMIN and/or REDUX, the manufacturers, distributors and/or
          retailers of phentermine and physicians or other health care
          providers. The Company anticipates that it will be named as a
          defendant in additional PONDIMIN and/or REDUX lawsuits in the future.

          Of the 797 lawsuits naming the Company as a defendant, 180 are actions
          that seek certification of a class, some on a national and others on a
          statewide basis. Of these 180 lawsuits, 133 are pending in various
          federal district courts and 47 are pending in various state courts.  A
          number of the actions brought in state courts have been removed to
          federal courts.  Individual plaintiffs have filed the remaining
          lawsuits:  334 individual lawsuits are pending in various federal
          district courts and 283 individual lawsuits are pending in various
          state courts.  On December 10, 1997, the federal Judicial Panel on
          Multidistrict Litigation transferred all pending federal lawsuits
          alleging injuries from the use of REDUX and/or PONDIMIN to the U.S.
          
                                  I-11
                                 
<PAGE>                                 
          District Court for the Eastern District of Pennsylvania (MDL 1203),
          where they will be coordinated for all pretrial purposes before U.S.
          District Judge Louis C. Bechtle.  The state cases are pending in 30
          different states, with the bulk of the cases in California,
          Massachusetts, New Jersey, New York, Oklahoma, Pennsylvania and Texas.

          Plaintiffs' allegations of liability are based on various theories of
          recovery, including, but not limited to, product liability, strict
          liability, negligence, various breaches of warranty, conspiracy,
          fraud, misrepresentation and deceit.  These lawsuits typically allege
          that the short or long-term use of PONDIMIN and/or REDUX,
          independently or in combination (including the combination of PONDIMIN
          and phentermine popularly known as "fen/phen"), causes, among other
          things, primary pulmonary hypertension, valvular heart disease and/or
          neurological dysfunctions.  In addition, some lawsuits allege severe
          emotional distress caused by the knowledge that ingestion of these
          drugs, independently or in combination, could cause such injuries.
          Plaintiffs typically seek relief in the form of monetary damages
          (including general damages, medical care and monitoring expenses, loss
          of earnings and earnings capacity, compensatory damages and punitive
          damages), generally in unspecified amounts, on behalf of the
          individual or the class.  In addition, some actions seeking class
          certification ask for certain types of purportedly equitable relief,
          including, but not limited to, declaratory judgments and the
          establishment of a research or medical surveillance program.

          The Company is also named as a defendant in two shareholder lawsuits
          arising out of the REDUX and PONDIMIN withdrawal.  Oran, et al. v. 
          Stafford, et al.(No. 97-CV-4513 (NHP), U.S.D.C., D.N.J.) 
          (filed Sept. 18, 1997) is a securities fraud putative class action 
          in which plaintiffs  allege, on behalf of a class of individuals 
          who purchased shares of the Company's common stock on the open market 
          during the period from March 1, 1997 through September 16, 1997, that 
          the Company (and nine officers and directors named as controlling 
          persons under Section 20(a) of the Securities Exchange Act of 1934) 
          engaged in a plan to defraud the market and purchasers of the 
          Company's common stock in violation of Section 10(b) of the Exchange 
          Act and SEC Rule 10b-5 by failing to disclose material facts or making
          material misstatements of fact regarding alleged adverse events 
          associated with REDUX and PONDIMIN, in particular the alleged 
          association between those two products and valvular heart disease.  
          Plaintiffs' amended complaint also includes claims for negligent 
          misrepresentation and common law fraud and deceit.  Plaintiffs seek 
          compensatory and punitive damages for themselves and for the class. 
          Grill v. Stafford, et al.(No. MRS-L-164-98, N.J. Sup. Ct., 
          Morris Cty.) (filed Jan. 14, 1998) is a shareholder derivative action 
          filed against the Company, the directors (other than Mr. Essner), a 
          former director and officer of the Company, and certain officers which
          seeks to recover any losses or damages sustained by the Company, as 
          well as profits from the sale of stock by certain present and former 
          officers and directors, as a result of alleged intentional, reckless 
          or negligent breaches of fiduciary duty by the defendants.  The 
          complaint contains allegations of material misstatements and omissions
          regarding alleged adverse events associated with REDUX and PONDIMIN 
          similar to those described above and alleges that the defendants' 
          actions have exposed the Company to liability for personal injury 
          lawsuits and securities claims.

                                 I-12
<PAGE>                                 
                                 
          The Company believes that it has meritorious defenses to these actions
          and that it has acted properly at all times in dealing with PONDIMIN
          and REDUX matters.  The Company intends to defend all of the REDUX and
          PONDIMIN related litigation vigorously.

          In an action for patent infringement pending in U.S. District Court
          (No.92-7403, E.D. Pa.), McNeilab Inc. is seeking approximately $77
          million (plus $10 million in interest) 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.

          On July 7, 1997, the plaintiffs were awarded $44 million in
          compensatory damages and $1 million in punitive damages in an action
          which was commenced in U.S. District Court in August 1993
          (University of Colorado et al. v. American Cyanamid, Docket No. 
          93-K-1657, D.Col.).  The plaintiffs had accused American Cyanamid of
          misappropriating the invention of, and patenting as its own, the
          formula for the current MATERNA Multi-Vitamins. The complaint also
          contained allegations of conversion, fraud, misappropriation, wrongful
          naming of inventor and copyright and patent infringement.  The patent
          whose ownership and inventorship is in dispute was granted to American
          Cyanamid in 1984.  The Court had previously granted American
          Cyanamid's summary judgment motions dismissing all counts for relief
          except for unjust enrichment and fraud, which were the issues tried
          before the court in a three-week bench trial in May 1996.  Although
          the plaintiffs had earlier been granted summary judgment of their
          copyright infringement claim, the court had declined to award
          plaintiffs damages on that claim.  Plaintiffs' post-trial motions
          seeking to increase the damages to approximately $111 million
          allegedly representing American Cyanamid's gross profit for 1982-1985
          from the sale of the reformulated MATERNA product and to recover
          approximately $800,000 of attorneys fees has been denied.  The Company
          has appealed the district court decision to the U.S. Court of Appeals
          for the Federal Circuit.

          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 (M.D. Pa.) against the Company, 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 were 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
          
                                 I-13 
                                 
<PAGE>                                 
          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
          Drugs 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 American Cyanamid) will total $42.5 million. Certain provisions of
          the amended settlement, which became effective on January 28, 1998 and
          will be in effect for three years, prohibit the settling manufacturers
          from refusing to grant discounts to retailers solely because of their
          status as retailers and require that retailers be given the
          opportunity to demonstrate their ability to move market share and to
          negotiate and earn discounts similar to any 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.  In 1997, the Court of
          Appeals for the Seventh Circuit reversed a district court ruling that
          plaintiffs in the multidistrict proceeding could seek damages for
          purchases that were only indirectly made from manufacturers.  However,
          many indirect purchasers are likely to remain in the cases because the
          district court allowed the addition of wholesalers as defendants.

          The individual federal actions, including those brought by Rite Aid
          Corporation, Revco D.S. Inc. and other retail drug and grocery chains,
          remain pending against the Company. In 1997, similar complaints were
          filed by the American Drug Stores and Eckerd's Drug Stores chains and
          they have been consolidated in the multidistrict litigation.  In 1997,
          the class action plaintiffs also filed a complaint against the
          defendants that settled the Consolidated Class Action, including the
          Company.  The class action plaintiffs allege that the settling
          defendants conspired to not implement the affirmative obligations in
          the settlement agreements which were before the Seventh Circuit Court
          of Appeals and not yet final at that time.  The complaint seeks class
          action status and requests preliminary and permanent injunctions.  It
          does not request money damages.  The request for a preliminary
          injunction was denied.

          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, Mississippi, New York, North Carolina, Tennessee,
          Washington and Wisconsin.  These actions are all in various pre-trial
          stages.  Final approval has been granted for a settlement of a
          
                                 I-14 
                                                                  
<PAGE>                                 
          purported class action with similar allegations under state antitrust,
          unfair competition and unitary pricing laws in Wisconsin state court
          on behalf of retail pharmacies located in that state.  The Company's
          share of that settlement is approximately $440,000.  Final approval
          was received for a settlement of a similar state law case by 
          retailers in Minnesota. The Company's share of the Minnesota 
          settlement with retailers was approximately $99,000. The actions in 
          Colorado, Washington and New York have been dismissed on pre-trial 
          motions.  An appeal of the New York action is pending.

          The Federal Trade Commission is investigating allegations of concerted
          action in the pricing of pharmaceutical products and the Company has
          provided information in response to a subpoena.

          In an action commenced in state court in Texas in January 1997 by
          Foxmeyer Health Corporation against McKesson Corp., the Company's
          Wyeth-Ayerst Laboratories Division and eleven other manufacturers,
          which was removed to U.S. District Court for the Northern District of
          Texas and referred to U.S. Bankruptcy Court in Dallas, Texas (Adv. No.
          397-3052, U.S.B.C., N.D. Tex.), Foxmeyer is seeking in excess of $400
          million in compensatory damages alleged to have risen from an alleged
          conspiracy to drive Foxmeyer's subsidiary into bankruptcy, ostensibly
          so that McKesson could then purchase the drug distribution operations
          of the subsidiary at a discounted price.

          A purported class action commenced in 1997 in state court in
          Tennessee, Fox v. American Cyanamid Company (No. 19,996,
          Ch.Ct.Tenn.), alleges violations of state antitrust and consumer
          protection laws by Cyanamid concerning pricing practices relating to
          marketing programs for 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.  A purported class action in federal
          court in Alabama, Lowell v. American Cyanamid Company
          (No.97-581-BH-M, U.S.D.C., S.D. Ala.) alleges violations of federal
          antitrust laws involving pricing practices relating to marketing 
          programs for crop protection products.  This action was dismissed 
          but the plaintiffs have filed a notice of appeal.
          
          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 61 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 61
          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
          
                                 I-15
                                 
<PAGE>                                 
          any of the liabilities against which Cytec has agreed to assume and
          indemnify Cyanamid.

          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 operations in any one accounting period.


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

          None.

                                 I-16
                                 
<PAGE>                                 
EXECUTIVE OFFICERS OF THE REGISTRANT AS OF MARCH 27, 1998

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
      Name         Age  Offices and Positions                 Office
                  
John R. Stafford   60  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    59 Senior Executive Vice President,    October 1995
                         Director, Member of Executive,
                         Finance and Operations
                         Committees

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

Robert Essner       50  Executive Vice President         September 1997
                           Director, Member of Finance 
                           and Operations Committees

  Business 
    Experience:         To March 1997, President, Wyeth-
                           Ayerst Laboratories, U.S.
                           Pharmaceutical Business
                           March 1997 to September 1997,
                           President, Wyeth-Ayerst Global
                           Pharmaceuticals
                           September 1997 to date, Executive
                           Vice President

Joseph J. Carr      55  Senior Vice President                  May 1993
                           Member of Finance and Operations
                           Committees

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

                                 I-17
<PAGE>                                 

                                                             Elected to
      Name            Age  Offices and Positions                Office

Louis L. Hoynes, Jr.  62   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
            

Robert I. Levy, M.D.  60   Senior Vice President-Science     March 1998
                             and Technology
                             Member of Finance and 
                             Operations Committees
                             
  Business 
    Experience:            To March 1998, President, 
                             Wyeth-Ayerst Research
                             March 1998 to date, Senior Vice
                             President - Science and
                             Technology

William J. Murray      52  Senior Vice President           October 1995
                             Member of Finance and
                             Operations Committees

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

David M. Olivier        54  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

                                 I-18
                                 
<PAGE>
                                                            Elected to
      Name         Age  Offices and Positions                 Office
                  

John R. Considine   47  Vice President - Finance          February 1992
                          Member of Finance and 
                          Operations Committees

  Business 
    Experience:         1992 to date, Vice President -
                          Finance

William A. Hawkins   44 Vice President - Medical Device      April 1997 
                          and Specialty Pharmaceutical
                          Divisions 
                          Member of Finance and
                          Operations Committees

  Business 
    Experience:          To January 1995, President & Chief
                           Executive Officer, IVAC
                           Corporation, Eli Lilly and Company
                           January 1995 to October 1995,
                           President & Chief Executive
                           Officer, Guidant Corporation,
                           Devices for Vascular
                           Intervention
                           October 1995 to April 1997,
                           President, Ethicon Endo-Surgery, Inc.,
                           Johnson & Johnson
                           May 1997 to March 1998, President,
                           Sherwood-Davis & Geck
                           April 1997 to date, Vice President
                           - Medical Device and Specialty
                           Pharmaceutical Divisions

Paul J. Jones       52   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


                                 I-19
<PAGE>                                 
                
                                                              Elected to
      Name         Age  Offices and Positions                   Office
                  
Rene R. Lewin       51  Vice President - Human Resources       May 1994
                          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

Thomas M. Nee       58  Vice President - Taxes                 May 1986
                           Member of Finance Committee

  Business 
    Experience:         1991 to date, Vice President -
                           Taxes

                                 I-20
                                                                  
<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 presented in Market
          Prices of Common Stock and Dividends on page 38 of the Company's 1997
          Annual Report to Shareholders, are incorporated herein by reference.

          There were 63,774 holders of record of the Company's common stock as
          of March 2, 1998.

          On March 5, 1998, the Company's Board of Directors approved a two-for-
          one split of the Company's common stock to be effected in the form of
          a 100% stock dividend.  The stock split is subject to stockholder
          approval of an increase in the number of authorized shares of common
          stock from 1,200,000,000 to 2,400,000,000 at the Company's annual
          meeting to be held on April 23, 1998.

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 20 and 21 of the
          Company's 1997 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 39 through 44 of the
          Company's 1997 Annual Report to Shareholders, is incorporated herein
          by reference.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

          The Consolidated Financial Statements and Notes to Consolidated
          Financial Statements on pages 22 through 36 of the Company's 1997
          Annual Report to Shareholders, the Report of Independent Public
          Accountants on page 37, and Quarterly Financial Data on page 38, 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 5 of a definitive proxy statement
          filed with the Securities and Exchange Commission on March 25, 1998
          ("the 1998 Proxy Statement").
               
     (b)  Information relating to the Company's executive officers as of March
          27, 1998 is furnished in Part I hereof under a separate unnumbered
          caption ("Executive Officers of the Registrant as of March 27, 1998").
          
     (c)  Information relating to certain filing obligations of directors and 
          executive officers of the Company under the federal securities laws
          set forth on page 6 of the 1998 Proxy Statement under the caption 
          "Section 16(a) Beneficial Ownership Reporting Compliance" is
          incorporated by reference herein.
         
ITEM 11.  EXECUTIVE COMPENSATION

          Information relating to executive compensation is incorporated herein
          by reference to pages 9 through 14 and pages 16 and 17 of the 1998
          Proxy Statement.  Information with respect to compensation of
          directors is incorporated herein by reference to pages 5 and 6 of the
          1998 Proxy Statement.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          Information relating to security ownership is incorporated 
          herein by reference to pages 7 through 9 of the 1998 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, Notes to Consolidated
          Financial Statements and Report of Independent Public Accountants,
          included on pages 22 through 37 of the Company's 1997 Annual Report to
          Shareholders, are incorporated herein by reference.
                                                                  Pages
          Consolidated Balance Sheets as of
          December 31, 1997 and 1996                               22

          Consolidated Statements of Income
          for the years ended December 31,
          1997, 1996 and 1995                                      23

          Consolidated Statements of Retained
          Earnings and Additional Paid-in
          Capital for the years ended
          December 31, 1997, 1996 and 1995                         24

          Consolidated Statements of Cash Flows
          for the years ended December 31, 1997,
          1996 and 1995                                            25

          Notes to Consolidated Financial Statements            26-36

          Report of Independent Public Accountants                 37

 (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, 1997,
          1996 and 1995                                           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)  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)  The Company's By-Laws, as amended to date.

   (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 (File Number 1-1225).

   (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 (File Number 1-1225).

   (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 is
          incorporated by reference to Exhibit 10.5 of the Company's Form 10-K
          for the year ended December 31, 1996.

   (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 is
          incorporated by reference to Exhibit 10.6 of the Company's Form 10-K
          for the year ended December 31, 1996.

   (10.7) Third Amendment to A Credit Agreement, dated as of July 31, 1997,
          among the Company, Sherwood Medical Company, A.H. Robins Company,
          Incorporated, AC Acquisition Holding Company, the several banks and
          other financial institutions from time to time parties thereto and The
          Chase Manhattan Bank, as agent for the lenders thereunder.

   (10.8) Third Amendment to B Credit Agreement, dated as of July 31, 1997,
          among the Company, Sherwood Medical Company, A.H. Robins Company,
          Incorporated, AC Acquisition Holding Company, the several banks and
          other financial institutions from time to time parties thereto and The
          Chase Manhattan Bank, as agent for the lenders thereunder.

                                 IV-3
                                 
<PAGE>
ITEM 14.    (Continued)

 (a)3.  Exhibits

  Exhibit No.                             Description

  (10.9)*  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).

  (10.10)* 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).

  (10.11)* 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.

  (10.12)* 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).

  (10.13)* 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.

  (10.14)* Amendment to the 1985 Stock Option Plan is incorporated by
           reference to Exhibit 10.12 of the Company's Form 10-K for the year
           ended December 31, 1996.

  (10.15)* Management Incentive Plan, as amended to date.
   
  (10.16)* 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 (File Number 1-1225).

  (10.17)* 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).

  (10.18)* 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).


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

                                  IV-4 
<PAGE>                                 

ITEM 14.    (Continued)

 (a)3.  Exhibits

  Exhibit No.                             Description

  (10.19)* 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).

  (10.20)* 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).

  (10.21)* 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).
   
  (10.22)* 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.
  
  (10.23)* Amendment to the 1990 Stock Incentive Plan is incorporated by
           reference to Exhibit 10.21 of the Company's Form 10-K for the year
           ended December 31, 1996.

  (10.24)* 1993 Stock Incentive Plan is incorporated herein by reference to
           Exhibit I of the Company's definitive Proxy Statement filed March
           17, 1994.

  (10.25)* 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.

  (10.26)* Amendment to the 1993 Stock Incentive Plan is incorporated by
           reference to Exhibit 10.24 of the Company's Form 10-K for the year
           ended December 31, 1996.

  (10.27)* 1996 Stock Incentive Plan, as amended to date.

  (10.28)* Form of Stock Option Agreement is incorporated by reference to
           Exhibit 10.27 of the Company's Form 10-K for the year ended December
           31, 1996.





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

                                  IV-5
                                 
<PAGE>                                 
ITEM 14.    (Continued)

 (a)3.  Exhibits

  Exhibit No.                             Description

  (10.29)* 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.

  (10.30)* 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.

  (10.31)* Amendment to Special Stock Option Agreement is incorporated by
           reference to Exhibit 10.30 of the Company's Form 10-K for the year
           ended December 31, 1996.

  (10.32)* Form of the Company's Special Stock Option Agreement (transferable
           options).

  (10.33)* 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 a three  year period is incorporated
           by reference to Exhibit 10.31 of the Company's Form 10-K for the
           year ended December 31, 1996.

  (10.34)* 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 a two year period is incorporated by
           reference to Exhibit 10.32 of the Company's Form 10-K for the year
           ended December 31, 1996.

  (10.35)* 1994 Restricted Stock Plan for Non-Employee Directors is
           incorporated herein by reference to Exhibit II of the Company's
           definitive Proxy Statement filed March 17, 1994.

  (10.36)* 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 (File Number 1-1225).

  (10.37)* 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.

  (10.38)* Directors' Deferral Plan is incorporated by reference to Exhibit
           10.37 of the Company's Form 10-K for the year ended December 31,
           1996.


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

 (a)3.  Exhibits

  Exhibit No.                             Description

  (10.39)* 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.

  (10.40)* Deferred Compensation Plan is incorporated by reference to Exhibit
           10.1 of the Company's Form 10-Q for the quarter ended September 30,
           1997.
           
  (10.41)* Executive Retirement Plan is incorporated by reference to Exhibit
           10.2 of the Company's Form 10-Q for the quarter ended September 30,
           1997.

  (10.42)* Supplemental Employee Savings Plan, as amended to date.

  (10.43)* Form of Severance Agreement entered into between the Company and
           the executive officers specified therein.

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

  (13)     1997 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 27, 1998, 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, 1997.

   (27)    Financial Data Schedule.

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

  (b)      Reports on Form 8-K

           None

*Denotes management contract or compensatory plan or arrangement required to be
 filed as an exhibit hereto.
 
                                  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 27, 1998.  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 27, 1998



                                 IV-8
<PAGE>                                 
 <TABLE>                                
           American Home Products Corporation and Subsidiaries
             Schedule II - Valuation and Qualifying Accounts
           For the Years Ended December 31, 1997, 1996 and 1995
                          (Dollars in thousands)
 <CAPTION>                         

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

Year ended 12/31/97:                                
Allowance for doubtful      
  accounts                  $179,980      $9,974      $21,529   $168,425
Allowance for cash 
  discounts                   24,141     226,284      221,695     28,730
Allowance for deferred 
  tax assets                 294,840      19,486       14,902    299,424

                            $498,961    $255,744     $258,126   $496,579



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 assets                 206,644     117,569       29,373    294,840

                            $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 assets                 250,976      45,604       89,936    206,644

                            $350,444    $318,661     $326,852   $342,253

</TABLE>



(A) 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, 1998                         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 and   March 27 ,1998
   John R. Stafford            Chief Executive Officer

Principal Financial Officer:

/S/Robert G. Blount            Senior Executive Vice     March 27, 1998
   Robert G. Blount            President and Director

Principal Accounting Officer:

/S/Paul J. Jones               Vice President and        March 27, 1998
   Paul J. Jones               Comptroller

Directors:

/S/Clifford L. Alexander, Jr.  Director                  March 27, 1998
   Clifford L. Alexander, Jr.

/S/Frank A. Bennack, Jr.       Director                  March 27, 1998
   Frank A. Bennack, Jr.

/S/Robin Chandler Duke         Director                  March 27, 1998
   Robin Chandler Duke
 
                                 IV-10
<PAGE>                                 
 
           Signatures            Title                       Date

/S/Robert Essner                 Director                March 27, 1998
   Robert Essner

/S/John D. Feerick               Director                March 27, 1998
   John D. Feerick

/S/John P. Mascotte              Director                March 27, 1998
   John P. Mascotte

/S/Mary Lake Polan, M.D., Ph.D.  Director                March 27, 1998
   Mary Lake Polan, M.D., Ph.D.

/S/Ivan G. Seidenberg            Director                March 27, 1998
   Ivan G. Seidenberg

/S/John R. Torell III            Director                March 27, 1998
   John R. Torell III

/S/William Wrigley               Director                March 27, 1998
   William Wrigley
 
                                 IV-11
                                 
<PAGE>                                 
                              INDEX TO EXHIBITS


   Exhibit No.                             Description

   (3.2)    The Company's By-Laws, as amended to date.

   (10.7)   Third Amendment to A Credit Agreement, dated as of July 31, 1997,
            among the Company, Sherwood Medical Company, A.H. Robins Company,
            Incorporated, AC Acquisition Holding Company, the several banks and
            other financial institutions from time to time parties thereto and 
            The Chase Manhattan Bank, as agent for the lenders thereunder.

   (10.8)   Third Amendment to B Credit Agreement, dated as of July 31, 1997,
            among the Company, Sherwood Medical Company, A.H. Robins Company,
            Incorporated, AC Acquisition Holding Company, the several banks and
            other financial institutions from time to time parties thereto and 
            The Chase Manhattan Bank, as agent for the lenders thereunder.

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

   (10.27)* 1996 Stock Incentive Plan, as amended to date.

   (10.32)* Form of Company's Special Stock Option Agreement (transferable
            options).

   (10.42)* Supplemental Employee Savings Plan, as amended to date.

   (10.43)* Form of Severance Agreement entered into between the Company and 
            the executive officers specified therein.

   (12)     Computation of Ratio of Earnings to Fixed Charges.
   
   (13)     1997 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 27, 1998, 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, 1997.

   (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.