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, 1995                                     1-1225
  -----------------                                     ------
                 AMERICAN HOME PRODUCTS CORPORATION                   
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            (Exact name of registrant as specified in its charter)

          Delaware                                13-2526821     
------------------------------              ---------------------
(State or other jurisdiction of            (I.R.S. Employer 
 incorporation or organization)             Identification Number)

Five Giralda Farms, Madison, NJ                        07940-0874
-------------------------------                        ----------
(Address of Principal Executive Offices)               (Zip Code)

Registrant's telephone number, including area code      (201) 660-5000
                                                        --------------
Securities registered pursuant to Section 12(b) of the Act:

                                         Name of Each Exchange On
     Title of Each Class                    Which Registered    
----------------------------------       -----------------------
   $2 Convertible Preferred
    Stock, $2.50 par value               New York Stock Exchange
----------------------------------       -----------------------
Common Stock, $.33 - 1/3 par value       New York Stock Exchange
----------------------------------       -----------------------
 6 - 7/8% Notes due April 15, 1997       New York Stock Exchange
----------------------------------       -----------------------

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
                                           Yes     X   No       
                                           ---------   ---------

Indicate by check mark if disclosure of delinquent filers pursuant 
to Item 405 of Regulation S-K is not contained herein, and will not 
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part 
III of this Form 10-K or any amendment to this Form 10-K.
                                                  X
                                           --------

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 1, 1996      -       $31,551,007,000

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 1, 1996
                                                         -------------
Common Stock, $.33 - 1/3 par value                         315,188,641

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) 1995 Annual Report to Shareholders - In Parts I, II and IV      
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(2) Proxy Statement filed March 21, 1996 - In Parts III and IV      
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<PAGE>
                                 PART I
                                 ------

ITEM 1.  BUSINESS
         --------
         General
         -------
         American Home Products Corporation (the "Company"), a
         Delaware corporation organized in 1926, is engaged in the
         discovery, development, manufacture, distribution and sale of
         a diversified line of products in three business segments: 
         health care products, agricultural products and food
         products.  Health care products include branded and generic
         ethical pharmaceuticals, biologicals, nutritionals, consumer
         health care products, medical devices and animal biologicals
         and pharmaceuticals.  The Company holds majority interests in
         Genetics Institute, Inc. and Immunex Corporation, each a
         biopharmaceutical company whose stock is publicly traded. 
         Agricultural products include crop protection and pest
         control products such as herbicides, insecticides, fungicides
         and plant growth regulators.  Food products include entrees,
         side dishes, spreadable fruit products, snacks and other food
         products.  

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

         Additional information relating to the Cyanamid acquisition
         and certain other acquisitions and divestitures is set forth
         in Note 2 of the Notes to Consolidated Financial Statements
         and in the Management's Discussion and Analysis of Financial
         Condition and Results of Operations in the Company's 1995
         Annual Report to Shareholders and is incorporated herein by
         reference.

         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
         subsidiaries.

         Industry Segments
         -----------------
         Financial information, by industry segment, for the three
         years ended December 31, 1995 is set forth on page 42 of the
         Company's 1995 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 three
         industry segments.  The product designations appearing in
         differentiated type herein are trademarks.

                                      I-1
<PAGE>

    1.   HEALTH CARE PRODUCTS -

         Pharmaceuticals - This sector includes a wide variety of
         ---------------
         ethical pharmaceuticals 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
         through large buying groups representing certain of these
         customers.  Principal product categories for human use
         include women's health care, infant nutritional,
         cardiovascular, mental health, anti-inflammatory, anti-
         infective, anti-cancer, analgesic and vaccine products, as
         well as generics.  Principal veterinary product categories
         include vaccines, anthelmintics and growth implants.  The
         Company manufactures these products in the United States and
         Puerto Rico, and in 21 foreign countries.

         Sales of the women's health care products category in the
         aggregate accounted for more than 10% of consolidated net
         sales in 1995, 1994 and 1993.  Except for sales of the
         women's health care products category, no single
         pharmaceutical product or other category of products
         accounted for more than 10% of consolidated net sales in
         1995, 1994 or 1993. The operating income before taxes from
         the women's health care products category in the aggregate,
         and the PREMARIN line of products individually, accounted for
         more than 10% of consolidated operating income before taxes
         in 1995, 1994 and 1993.

         Consumer health care - The Company's over-the-counter health
         --------------------
         care products include analgesics, cough/cold/allergy
         remedies, vitamins and mineral supplements, hemorrhoidal and
         asthma relief items, and in-home diagnostic test products. 
         These products are generally sold to wholesalers, retailers
         and managed care organizations, and are primarily promoted to
         consumers 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 1995, 1994 or 1993.

         Medical Devices - Principal products in this segment include
         ---------------
         needles and syringes, tubes and catheters, tympanic and
         predictive thermometers, wound closure products, ophthalmic
         surgical equipment and pharmaceuticals, exercise equipment,
         arthroscopic instruments, diagnostic instrumentation, enteral
         feeding systems and access devices, and other hospital
         products which are promoted and sold principally to
         physicians, hospitals, other health care institutions and
         wholesalers.  Buying groups also represent certain of these
         customers.  In addition to the United States and Puerto Rico,
         these products are manufactured in 11 foreign countries.

         No single medical device product or category of products

                                      I-2
<PAGE>

         accounted for more than 10% of consolidated net sales or
         operating income before taxes in 1995, 1994 or 1993.

         Further information regarding the principal products in the
         Health Care Products segment and the principal markets served
         therein is included in the text on pages 14 through 23 and
         pages 25 through 27 of the Company's 1995 Annual Report to
         Shareholders, which information is incorporated herein by
         reference.

    2.   AGRICULTURAL PRODUCTS -

         Principal products in this segment include herbicides,
         primarily the imidazolinone herbicides, insecticides and
         fungicides which are promoted to consumers worldwide through
         advertising and generally sold directly to wholesalers and
         retailers.  In addition to the United States and Puerto Rico,
         these products are manufactured in nine foreign countries.

         No single agricultural product or category of products
         exceeded 10% of consolidated net sales or operating income
         before taxes in 1995 or 1994.  
   
         Further information regarding the principal products in the
         Agricultural Products segment and the principal markets
         served therein is included on pages 23, 24 and 27 of the
         Company's 1995 Annual Report to Shareholders, which
         information is incorporated herein by reference.

    3.   FOOD PRODUCTS -

         Products in this segment include prepared pastas and other
         entrees, side dishes, regional specialty foods, condiments,
         snack products, spreadable fruit products and other food
         products which are promoted to consumers through advertising
         and generally sold directly to wholesalers and retailers.  

         No single food product or category of products exceeded 10%
         of consolidated net sales or operating income before taxes in
         1995, 1994 or 1993.

         Further information regarding the principal products in the
         Food Products segment and the principal markets served
         therein is included on pages 26 and 27 of the Company's 1995
         Annual Report to Shareholders, which information is
         incorporated herein by reference.

         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.

                                      I-3
<PAGE>

         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 no longer patent protected.  The non-steroidal
         anti-inflammatory ("NSAID") LODINE remains under patent
         protection in the United States until early 1997.  Other
         prescription products, such as the cardiovasculars INDERAL LA
         and INDERIDE LA remain patent protected until late 1997.  The
         anti-depressant EFFEXOR will have patent protection into
         2007.  TETRAMUNE, a combination vaccine, will have patent
         protection until 2007.  SUPRAX, a third-generation
         cephalosporin antibiotic, remains under patent protection
         until 2002.  VERELAN, a calcium channel blocker, will have
         patent protection until 2006.  PREMPRO, a combination
         estrogen and progestin product, will have patent protection
         until 2006.

         Sales in the consumer health care and medical devices
         businesses and food products segment 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.  

         Competition
         -----------
         HEALTH CARE PRODUCTS -

         The Company operates in the highly competitive health care
         industry which includes the ethical pharmaceutical, consumer
         health care and medical devices businesses.  Within the
         ethical pharmaceutical business, the Company has many major
         multi-national competitors and numerous other smaller
         domestic and foreign competitors.  Based on net sales, the

                                      I-4
<PAGE>

         Company believes it ranks within the top five of major
         competitors within this business category.  The consumer
         health care business also has many competitors.  Based on net
         sales, the Company believes it ranks within the top 10 of
         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, governmental reforms
         on pricing and generic substitutes.  For prescription
         products, the growth of generic substitutes is further
         promoted by legislation, regulation and various incentives
         enacted and promulgated in both the public and private
         sectors.  The continued growth of managed care organizations,
         such as health maintenance organizations ("HMOs") and
         pharmaceutical benefit management companies, has resulted in
         increased competitive pressures on health care products.

         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
         is not currently subject to generic competition in the United
         States.  A U.S. Food and Drug Administration (FDA) advisory
         committee meeting was held in July 1995 to discuss relative
         differences in safety and efficacy among estrogen products
         and to advise the FDA on the activity of various estrogenic
         components in PREMARIN relative to the FDA's review of
         applications for generic conjugated estrogens.  The FDA
         advisory committee concluded that there is insufficient data
         to assess whether or not any individual component or
         combination of components of PREMARIN, other than estrone and
         equilin, must be present to achieve clinical efficacy and
         safety.  The Company cannot predict the timing or outcome of
         the FDA's action on currently pending applications for
         generic conjugated estrogen products.  While the introduction
         of generic competition ordinarily is expected to
         significantly impact the market for a brand name product, the
         extent of such impact on PREMARIN and related products cannot
         be predicted with certainty due to a number of factors,
         including the nature of the product and the introduction of
         the combination estrogen and progestin products PREMPRO and
         PREMPHASE.

         U.S. health care costs will continue to be debated during
         1996.  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 proposed health care
         legislation 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.

                                      I-5
<PAGE>

         The growth of generic and store brands continued to impact
         some of the Company's consumer health care branded product
         line categories in 1995 and is expected to continue during
         1996.  The medical devices business, particularly in the
         needle and syringe, and suture product lines, is also
         impacted by competitive market conditions which continue to
         place significant pressure on prices.

         AGRICULTURAL PRODUCTS -

         The Agricultural Products segment has over 40 competitors
         worldwide and ranks in the top 10 based on net sales.  Among
         these companies, the top 10 competitors are multi-national,
         representing over 70% of the sales in the agrochemical
         market.  Competitive factors include product efficacy,
         distribution channels and resource availability for
         development of new products and improvement of existing ones. 
         There can also be generic competition when products are no
         longer patent protected. 

         FOOD PRODUCTS -

         In the Food Products segment, product quality, price and
         relevance to changing family needs and tastes are important
         competitive factors.  Additionally, the growth of store
         brands is a factor affecting competition in the food
         industry.

         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 drugs to treat and/or
         prevent some of the most serious health care problems. 
         Research and development expenditures totaled $1,354,963,000
         in 1995, $817,090,000 in 1994 and $662,689,000 in 1993, with
         approximately 78% of these expenditures in the ethical
         pharmaceutical area in 1995. 

         The Company currently has 10 New Drug Applications and nine
         Supplemental Drug Applications filed with the FDA for review
         and 79 active Investigational New Drug Applications pending. 
         During 1995, several major collaborative research and
         development arrangements continued with other pharmaceutical
         and biotechnology companies.  Research and development
         projects continued at Genetics Institute, Inc., Immunex
         Corporation and at the Company's other health care
         operations.  It is not anticipated, however, that the
         products developed as a result of these activities will

                                      I-6
<PAGE>

         contribute significantly to consolidated revenues or
         operating profits in the near future.  The extent of
         subsequent contributions, if any, cannot presently be
         predicted.  Additionally, the Agricultural Products segment
         has three products awaiting approval by the United States
         Environmental Protection Agency ("EPA").

         During 1995, the Company received FDA approval for the
         cardiovascular product CORDARONE I.V., PREMPRO and PREMPHASE
         single combination tablets and the OTC product ORUDIS KT
         (ketoprofen).

         Regulation
         ----------
         The Company's various health care, agricultural and food
         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 (the "Act"), including
         several recent amendments to the Act, regulates many of the
         Company's health care and food products, including human and
         animal pharmaceuticals, vaccines, consumer health care
         products, medical devices and food 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.  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 FDA has
         exercised its enforcement powers more aggressively in recent
         years, increasing both the number and intensity of its
         factory inspections.  The Company's pharmaceutical business
         is also affected by the Controlled Substances Act,
         administered by the Drug Enforcement Administration, which
         regulates strictly all narcotic and habit-forming drug
         substances.  The Company devotes significant resources to
         dealing with the extensive federal and state regulatory
         requirements applicable to its products.

         Federal law also requires drug manufacturers to pay rebates
         to state Medicaid programs in order for their products to be
         eligible for federal matching funds under the Social Security
         Act.  Additionally, a number of states are, or may be,
         pursuing similar initiatives for rebates and other strategies 
         to contain the cost of pharmaceutical products.  The federal
         Vaccines for Children entitlement program enables states to
         purchase vaccines at federal vaccine prices and limits
         federal vaccine price increases to the increase in the

                                      I-7
<PAGE>

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

         The manufacture and sale of pesticides are regulated by the
         EPA.  No new pesticide and no existing pesticide for a new
         use may be manufactured, processed or used without prior
         notice to the EPA.  Outside the United States, agricultural
         chemicals are regulated by various agencies, often by
         standards which differ from those in the United States.

         Environmental
         -------------
         Certain of the Company's operations are affected by a variety
         of federal, state and local environmental protection laws and
         regulations and the Company has, in a number of instances,
         been notified of its potential responsibility relating to the
         generation, storage, treatment and disposal of hazardous
         waste.  In addition, the Company has been advised that it may
         be a responsible party in several sites on the National
         Priority List created by the Comprehensive Environmental
         Response, Compensation, and Liability Act ("CERCLA"),
         commonly known as Superfund.  (See Item 3. Legal
         Proceedings.) In connection with the spin-off in 1993 by
         Cyanamid of Cytec Industries Inc. ("Cytec"), Cyanamid's
         former chemicals business, Cytec assumed the environmental
         liabilities relating to the chemicals businesses, except for
         the former chemical business site at Bound Brook, New Jersey. 
         This assumption is not binding on third parties, and if Cytec
         were unable to satisfy these liabilities, they would, in the
         absence of other circumstances, be enforceable against
         Cyanamid.  

         It is the Company's policy to accrue environmental cleanup
         costs if it is probable that a liability has been incurred
         and an amount is reasonably estimated.  For further
         information on environmental matters, see Notes 3, 6 and 11
         of the Notes to Consolidated Financial Statements and
         Management's Discussion and Analysis of Financial Condition
         and Results of Operations in the Company's 1995 Annual Report
         to Shareholders, which are incorporated herein by reference.

         Employees
         ---------
         At the end of 1995, the Company had 64,712 employees world-
         wide, with 36,734 employed in the United States including
         Puerto Rico.  Approximately 22% 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, 1995, as set forth on
         page 43 of the Company's 1995 Annual Report to Shareholders,

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<PAGE>
         is incorporated herein by reference.

         Certain Factors Affecting Future Performance
         --------------------------------------------
         Various factors could affect the future performance of the
         Company.  These factors include, among others, the ability of
         the Company to develop and obtain regulatory approval for new
         products, the introduction of new products by competitors and
         other factors discussed or incorporated by reference in this
         report on Form 10-K, including factors described under the
         caption "Competition".  The Company's future business could
         also be affected by developments relating to legislation, FDA
         and other governmental regulation, taxes, litigation, foreign
         currency exchange restrictions, foreign exchange rates and
         labor conditions.

 ITEM 2. PROPERTIES
         ----------
         The Company's executive offices and the headquarters for its
         domestic consumer health care and food products businesses
         are located in Madison, New Jersey.  The Company's domestic
         and international 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 principal medical
         devices business maintains its headquarters in St. Louis,
         Missouri.  The Agricultural Products segment currently
         maintains its headquarters in Wayne, New Jersey.  The
         Agricultural Products segment will be relocating its
         headquarters to Parsippany, New Jersey in late 1996.  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:

                                                       
         INDUSTRY SEGMENT

         Health Care Products:
            Andover, Massachusetts (M,R)
            Askeaton, Ireland (M)
            Canlubang, Philippines (M)
            Carolina, Puerto Rico (M)
            Catania, Italy (M)
            Chazy, New York (R)
            Deland, Florida (M)
            Fort Dodge, Iowa (M,R)
            Georgia, Vermont (M)
            Gosport, United Kingdom (M,R)
            Guayama, Puerto Rico (M)
            Havant, United Kingdom (M,R)
            Malvern, Pennsylvania (M)
            Marietta, Pennsylvania (M)
            Mexico City, Mexico (M)
            Montreal, Canada (M,R)

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<PAGE>
            Muenster, Germany (M)
            Newbridge, Ireland (M)
            Parramatta, Australia (M)
            Pearl River, New York (M,R)
            Princeton, New Jersey (R)
            Radnor, Pennsylvania (R)
            Richmond, Virginia (M,R)
            Rouses Point, New York (M,R)
            Smithfield, Australia (M)
            West Chester, Pennsylvania (M)

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

         Food Products:
            Milton, Pennsylvania (M,R)
            Vacaville, California (M,R)

         All of the above properties are owned except the land        
         and a 757,000 sq. ft. facility in Guayama, Puerto Rico, which
         is under a lease expiring in 2007 with options for renewal
         and purchase.  The Company also owns or leases a number of
         other smaller properties in the United States which are used
         for manufacturing, 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. 
         Included among these cases are lawsuits arising out of the
         use of the Company's DTP and polio vaccines and its
         agricultural products.

         There are approximately 472 cases pending, predominantly in
         the United Kingdom, based primarily on alleged dependence on
         the tranquilizer ATIVAN.  Substantially all of the cases in
         the United Kingdom have been supported by governmental legal
         aid funding.  During 1994, the Legal Aid Board in England,
         where more than 1,100 cases had been pending, discontinued
         funding for the litigation and, as a result, only 34 cases
         remain pending in that jurisdiction.  The Northern Ireland
         Legal Aid Board has also discontinued the funding of the
         litigation in that jurisdiction.  In Scotland, where 266
         cases remain, the Scottish Legal Aid Board has indicated that
         it will continue to fund the Scottish cases, although there
         has been no subsequent activity in the Scottish cases.

         The Company has been served with more than 600 lawsuits in

                                      I-10
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         federal and state courts alleging injuries as a result of use
         of the NORPLANT SYSTEM, the Company's implantable
         contraceptive containing levonorgestrel.  Approximately 70 of
         the cases have been filed as class actions and the remainder
         are proceeding as individual suits.  In June 1994, a class of
         women who have had removal difficulties, scarring and related
         injuries allegedly as a result of the NORPLANT SYSTEM was
         certified.  Doe v. Wyeth-Ayerst Laboratories (Cir. Ct. Ill.,
                     --------------------------------
         Cook Cty. 1993).  On March 5, 1996, the Doe court denied the
         plaintiffs' request to expand the scope of the class to
         include all women allegedly injured by the NORPLANT SYSTEM,
         on the grounds that such claims raise predominantly
         individual, rather than common, issues.  The Company is
         seeking reconsideration of the original class certification
         which was limited to removal difficulties.  On December 6,
         1994, the Judicial Panel on Multi-District Litigation ("MDL")
         ordered that all NORPLANT SYSTEM lawsuits filed in federal
         court be consolidated in the U.S. District Court (E.D.Tex.)
         in Beaumont.  The MDL plaintiffs have also requested class
         certification and the court has tentatively concluded,
         subject to further briefing and consideration, that certain
         specified issues satisfy the prerequisites for class action
         treatment.  The Company will continue to contest class
         certification in this matter.

         On June 29, 1995, an action was brought in the U.S. District
         Court (S.D.N.Y.) on behalf of plaintiffs and all similarly
         situated individuals who allegedly contracted paralytic
         poliomyelitis as a direct result of the administration of the
         Company's oral polio vaccine, ORIMUNE, or through contact
         with an immunized person.  Plaintiffs seek compensatory and
         punitive damages on behalf of the putative class. Stuart, et
                                                           ----------
         al. v. American Cyanamid, et al.
         --------------------------------
         On March 7, 1994, an action was brought against the Company
         by Johnson & Johnson ("J&J") and Ortho Pharmaceutical
         Corporation ("Ortho") currently seeking $217 million in
         damages alleged to have arisen from a preliminary injunction
         which was granted in a patent infringement lawsuit brought by
         the Company and which had prevented J&J and Ortho from
         marketing an oral contraceptive containing norgestimate for
         approximately 10 months until it was overturned by the Court
         of Appeals for the Federal Circuit in a two-to-one decision. 
         Thereafter, in the underlying action in the district court,
         the jury found against the Company on its claim of
         infringement.  This verdict was affirmed by the Court of
         Appeals for the Federal Circuit and certiorari was recently
         denied by the Supreme Court.

         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

                                      I-11
<PAGE>

         violation of the Robinson-Patman Act.  The complaint further
         alleges collusive conduct among the defendants related to the
         alleged discriminatory pricing in violation of the Sherman
         Antitrust Act as well as certain other violations of common
         law principles of unfair competition.  Subsequently, numerous
         other cases, many of which are purported class actions
         brought on behalf of retail pharmacies and retail drug and
         grocery chains, were filed in various federal courts against
         the Company as well as other pharmaceutical manufacturers and
         wholesalers.  These cases make one or more similar
         allegations of violations of federal or state antitrust or
         unfair competition laws.  In addition, a mail order pharmacy
         plaintiff alleges that it was forced out of business and
         certain plaintiffs also allege that the defendants' patents
         covering brand name prescription drugs give the defendants
         power to enter into exclusionary arrangements with certain
         managed care customers and seek compulsory patent licenses. 
         The various class actions were consolidated as a single class
         action (the "Consolidated Class Action") which alleges
         violations of Section 1 of the Sherman Act.  All of the
         federal actions have been coordinated and consolidated for
         pretrial purposes under the caption In re Brand Name
                                             ----------------
         Prescription Drug Antitrust Litigation (MDL 997 N.D. Ill.). 
         --------------------------------------
         These federal actions seek treble damages in unspecified
         amounts and injunctive and other relief.  The court in the
         federal actions preliminarily approved a settlement among
         certain defendants, including the Company, and the
         Consolidated Class Action plaintiffs.  The settlement is
         subject to final approval by the court, which must determine
         that the settlement is fair to the members of the plaintiff
         class of retail pharmacies.  The settlement provides, among
         other things, for certain payments to be made by the settling
         defendants, over a period of three years, to the Consolidated
         Class Action plaintiffs.  The Company's settlement payments
         (including payments to be made on behalf of Cyanamid) would
         total $42.5 million.  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.  The individual federal actions, including
         those brought by Rite Aid Corporation, Revco D.S. Inc. and
         other retail drug chains, remain pending against the Company. 
         In addition to the federal actions, similar litigation on
         behalf of consumers or retail pharmacies has been brought in
         various state courts, including purported class actions in
         Alabama, Arizona, California, Colorado, District of Columbia,
         Maine, Michigan, Minnesota, New York, Washington and
         Wisconsin.  These actions are all in various pre-trial
         stages.  The actions in Colorado and Washington have been
         dismissed on pre-trial motions.  Plaintiffs have appealed the
         dismissal of the Washington action.

         The Company has been involved in various antitrust suits and
         government investigations relating to its marketing and sale
         of infant formula.  The antitrust lawsuits, which were

                                      I-12
<PAGE>

         commenced in various federal and state courts, alleged in
         general that the Company conspired with one or more of its
         competitors to fix prices of infant formula and to monopolize
         the market for infant formula products.  As previously
         disclosed, the Company has settled most of the cases as well
         as a Federal Trade Commission ("FTC") proceeding.  The
         Company is currently a defendant in litigation brought in
         federal court by the State of Louisiana.  In Texas, a
         purported class action under the Texas Deceptive Trade
         Practices Act was dismissed.  In Alabama, class certification
         was denied in a state court action on behalf of indirect
         purchasers.  The Company is also a defendant in a purported
         class action brought in federal court under Massachusetts
         state law on behalf of indirect purchasers of infant formula
         in Massachusetts.  The government agencies that have been
         conducting investigations of pricing and marketing practices
         in the infant formula industry include three state attorneys
         general.  The Company has been advised that two other state
         attorneys general have terminated their investigations of the
         Company without any action.  In addition, the Canadian Bureau
         of Competition Policy has closed inquiries into infant
         formula pricing and marketing practices in Canada. 

         The FTC and state attorneys general have sought information
         concerning pricing practices relating to a marketing program
         for certain crop protection products.  The FTC is also
         investigating allegations of concerted action in the pricing
         of pharmaceutical products.  The FTC has closed an inquiry
         concerning Cyanamid's opposition to a petition by another
         company to the FDA to reclassify sutures and a patent
         infringement lawsuit against that company.

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

         Pursuant to an FTC consent order entered into by the Company
         in connection with the acquisition of Cyanamid, the Company
         divested the Wyeth-Ayerst tetanus and diphtheria vaccines
         businesses and has applied for FTC approval to license
         Cyanamid's rotavirus research.  The FTC has modified the
         order, which also imposes certain reporting obligations, to
         require prior notice rather than prior FTC approval of
         certain acquisitions involving tetanus, diphtheria and
         rotavirus vaccines.

         As discussed in Item I, the Company is a party to, or
         otherwise involved in, legal proceedings under CERCLA
         directed at the cleanup of 70 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

                                      I-13
<PAGE>

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

         During 1992, the U.S. Environmental Protection Agency filed
         an action against Ekco Housewares ("Ekco"), a former 
         subsidiary of the Company, in U.S. District Court (N.D. Ohio)
         alleging violation of federal and state financial assurance
         regulations in connection with the required closure of a
         lagoon at Ekco's Massillon, Ohio facility.  The Company
         assumed the defense of the action pursuant to an
         indemnification agreement.  In January 1994, the court
         entered judgment against Ekco in the amount of $4,606,000,
         concluding that Ekco had violated regulations governing the
         posting of financial assurance for closure, post-closure and
         liability coverage.  On appeal, the U.S. Court of Appeals for
         the Sixth Circuit affirmed $2.8 million of the judgment and
         reversed and remanded the remainder.

         For information concerning certain litigation involving
         Genetics Institute, Inc., see Part I, Item 3 of the Genetics
         Institute, Inc. Annual Report on Form 10-K for the fiscal
         year ended December 31, 1995, which Item is incorporated
         herein by reference.

         For information concerning certain litigation involving
         Immunex Corporation, see Part I, Item 3 of the Immunex
         Corporation Annual Report on Form 10-K for the fiscal year
         ended December 31, 1995, which Item is incorporated herein by
         reference.

         In the opinion of the Company, although the outcome of any
         litigation cannot be predicted with certainty, the ultimate
         liability of the Company in connection with pending
         litigation and other matters described above will not have a
         material adverse effect on the Company's consolidated
         financial position but could be material to the results of
         operation in any one accounting period.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         ---------------------------------------------------
         None.

                                      I-14
<PAGE>

EXECUTIVE OFFICERS OF THE REGISTRANT AS OF MARCH 27, 1996
---------------------------------------------------------
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     58  Chairman of the Board,           December 1986
                           President 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     57  Senior Executive Vice President, October 1995
                           Director, Member of Executive,
                           Finance and Operations           
                           Committees

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

Fred Hassan          50  Executive Vice President,        October 1995  
                           Director, Member of Finance 
                           and Operations Committees

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

Stanley F. Barshay   56  Senior Vice President            August 1987
                           Member of Finance and Oper- 
                           ations Committees

  Business Experience:   1991 to date, Senior
                           Vice President

                                      I-15
<PAGE>

                                                          Elected to
     Name           Age  Offices and Positions              Office  
     ----           ---  ---------------------            ----------
Joseph J. Carr       53  Senior Vice President            May 1993  
                           Member of Finance and Oper-
                           ations Committees

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

Louis L. Hoynes, Jr. 60  Senior Vice President and        November 1990
                           General Counsel 
                           Member of Finance and 
                           Operations Committees

  Business Experience:   1991 to date, Senior 
                           Vice President and General 
                           Counsel

William J. Murray    50  Senior Vice President            October 1995
                           Member of Finance and
                           Operations Committees

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

David M. Olivier     52  Senior Vice President            January 1996
                           Member of Finance and 
                           Operations Committees
                           
  Business Experience:   To January 1996, President,
                           Wyeth-Ayerst International,
                           Inc.
                         January 1996 to date, Senior
                           Vice President

John R. Considine    45  Vice President - Finance        February 1992
                           Member of Finance and    
                           Operations Committees

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

                                      I-16
<PAGE>

                                                           Elected to
   Name             Age  Offices and Positions               Office  
   ----             ---  ---------------------             ----------
Paul J. Jones        50  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 Presi-
                           dent and Comptroller

Rene R. Lewin        49  Vice President - Human           May 1994
                          Resources, Member of Finance  
                          Committee

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

David Lilley         49  Vice President                   January 1995
                           Member of Finance and
                           Operations Committees

  Business Experience:   To November 1991, Vice 
                           President, Cyanamid Interna-
                           tional Lederle Division
                         November 1991 to March 1992, 
                           President, Cyanamid Interna- 
                           tional Chemicals Division
                         March 1992 to January 1995, 
                           Group Vice President, 
                           American Cyanamid Company
                         January 1995 to date, Vice
                           President

Thomas M. Nee        56  Vice President - Taxes           May 1986
                           Member of Finance Committee
                           
  Business Experience:   1991 to date, Vice President -
                           Taxes

                                      I-17
<PAGE>

                                PART II
                                -------


ITEM 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
         STOCKHOLDER MATTERS                                 
         ----------------------------------------------------
         The New York Stock Exchange is the principal market on which
         the Company's common stock is traded.  Tables showing the
         high and low sales price for the stock, as reported in the
         consolidated transaction reporting system, and the dividends
         paid per common share for each quarterly period during the
         past two years, as shown on page 45 of the Company's 1995
         Annual Report to Shareholders, are incorporated herein by
         reference.

         There were 68,045 holders of record of the Company's common
         stock as of March 1, 1996.

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 28 and 29 of the Company's 1995 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 46 through 49
         of the Company's 1995 Annual Report to Shareholders, is
         incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
         -------------------------------------------
         The Consolidated Financial Statements and Notes on pages 30
         through 43 of the Company's 1995 Annual Report to Share-
         holders, the Report of Independent Public Accountants and the
         Management Report on Financial Statements on page 44, and
         Quarterly Financial Data on page 45, are incorporated herein
         by reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING 
         AND FINANCIAL DISCLOSURE                                   
         -----------------------------------------------------------
         None.

                                      II-1
<PAGE>

                                PART III
                                --------


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
         --------------------------------------------------
    (a)  Information relating to the Company's directors is
         incorporated herein by reference to pages 2 through 4 of a
         definitive proxy statement filed with the Securities and
         Exchange Commission on March 21, 1996 ("the 1996 Proxy
         Statement").

    (b)  Information relating to the Company's executive officers
         as of March 27, 1996 is furnished in Part I hereof under a
         separate unnumbered caption ("Executive Officers of the
         Registrant as of March 27, 1996").

ITEM 11. EXECUTIVE COMPENSATION
         ----------------------
         Information relating to executive compensation is in-
         corporated herein by reference to pages 7 through 12
         of the 1996 Proxy Statement.  Information with respect 
         to compensation of directors is incorporated herein by
         reference to page 5 of the 1996 Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT                                              
         ---------------------------------------------------
         Information relating to security ownership is incorporated by
         reference to page 6 of the 1996 Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
         ----------------------------------------------
         None.

                                      III-1
<PAGE>

                                 PART IV
                                 -------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
         ON FORM 8-K                                        
         ---------------------------------------------------
  (a) 1. Financial Statements
         --------------------
         The following Consolidated Financial Statements, related
         Notes and Report of Independent Public Accountants, included
         on pages 30 through 44 of the Company's 1995 Annual Report to
         Shareholders, are incorporated herein by reference.

                                                           Pages
                                                           -----
         Consolidated Balance Sheets as of
           December 31, 1995 and 1994                        30

         Consolidated Statements of Income
           for the years ended December 31, 
           1995, 1994 and 1993                               31

         Consolidated Statements of Retained
           Earnings and Additional Paid-in 
           Capital for the years ended 
           December 31, 1995, 1994 and 1993                  32

         Consolidated Statements of Cash Flows
           for the years ended December 31, 1995,
           1994 and 1993                                     33

         Notes to Consolidated Financial Statements         34-43

         Report of Independent Public Accountants            44

  (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-7

         Schedule II -  Valuation and Qualifying
                          Accounts for the years
                          ended December 31, 1995,
                          1994 and 1993                     IV-8


         Schedules other than those listed above are omitted because
         they are not applicable.

                                      IV-1
<PAGE>

ITEM 14.  (Continued)

  (a) 3.    Exhibits
            --------  
      Exhibit No.                 Description
      -----------                 -----------
      (2.1)    The Registrant's Statement on Schedule 14D-1 relating to
               the Registrant's tender offer for all issued and
               outstanding shares of American Cyanamid Company, filed on
               August 10, 1994 (the "Schedule 14D-1"), and all exhibits
               and amendments thereto are hereby incorporated herein by
               reference.

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

      (3.1)    The Registrant's Restated Certificate of Incorporation as
               amended to date.

      (3.2)    By-Laws, as amended to date, is incorporated herein by
               reference to Exhibit (3.2) of the Registrant's Form 10-K
               for the year ended December 31, 1992.

      (4.1)    Indenture, dated as of April 10, 1992, between American
               Home Products Corporation and Chemical Bank (as successor
               by merger to Manufacturers Hanover Trust Company), as
               Trustee, is incorporated by reference to Registrant's
               Form 8-A dated August 25, 1992.

      (4.2)    Supplemental Indenture, dated October 13, 1992, between
               American Home Products Corporation and Chemical Bank (as
               successor by merger to Manufacturers Hanover Trust
               Company) as Trustee, incorporated by reference to
               Registrant's Form 10-Q for the quarter ended September
               30, 1992.

      (10.1)   A Credit Agreement, dated as of September 9, 1994, among
               American Home Products Corporation, 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 Chemical Bank, as agent for the lenders thereunder,
               filed as Exhibit (11(b)(2)) in 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
      -----------                 -----------

      (10.2)   B Credit Agreement, dated as of September 9, 1994, among
               American Home Products Corporation, 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 Chemical Bank, as agent for the lenders thereunder,
               filed as Exhibit (11(b)(3)) in Amendment No. 7 to the
               Schedule 14D-1 is hereby incorporated herein by
               reference.

      (10.3)   First Amendment to A Credit Agreement, dated as of August
               4, 1995, among American Home Products Corporation,
               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 Chemical Bank, as agent for the
               lenders thereunder.

      (10.4)   First Amendment to B Credit Agreement, dated as of August
               4, 1995, among American Home Products Corporation,
               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 Chemical Bank, as agent for the
               lenders thereunder.

      (10.5) * 1978 Stock Option Plan, as amended to date, is
               incorporated herein by reference to Exhibit (10.2) of the
               Registrant's Form 10-K for the year ended December 31,
               1990.

      (10.6) * 1980 Stock Option Plan, as amended is incorporated by
               reference to Exhibit (10.3) of the Registrant's Form 10-K
               for the year ended December 31, 1991.

      (10.7) * Amendment to the 1980 Stock Option Plan.

      (10.8) * 1985 Stock Option Plan, as amended is incorporated by
               reference to Exhibit (10.4) of the Registrant's Form 10-K
               for the year ended December 31,  1991.

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


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

                                      IV-3
<PAGE>

ITEM 14.  (Continued)

  (a) 3.   Exhibits
           --------
  
      Exhibit No.                 Description
      -----------                 -----------

      (10.10)* Management Incentive Plan, as amended to date, is
               incorporated herein by reference to Exhibit (10.5) of the
               Registrant's Form 10-K for the year ended December 31,
               1990.

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

      (10.12)* 1990 Stock Incentive Plan is incorporated herein by
               reference to Exhibit (28) of the Registrant's Form S-8
               Registration Statement File No. 33-41434 under the
               Securities and Exchange Act of 1933, filed June 28, 1991.

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

      (10.14)* 1993 Stock Incentive Plan is incorporated herein by
               reference to Exhibit (I) of the Registrant's Proxy
               Statement filed March 17, 1994.

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

      (10.16)* 1994 Restricted Stock Plan for Non-Employee Directors is
               incorporated herein by reference to Exhibit II of the
               Registrant's Proxy Statement filed March 17, 1994.

      (10.17)* Form of Deferred Compensation Agreement.

      (10.18)* Form of American Home Products Corporation Restricted
               Stock Performance Award Agreement under the 1993 Stock
               Incentive Plan for awards granted in 1994 is incorporated
               herein by reference to Exhibit (10.12) of the
               Registrant's Form 10-K for the year ended December 31,
               1994.

      (10.19)* Form of Amendment to the American Home Products
               Corporation Restricted Stock Performance Award Agreement
               under the 1993 Stock Incentive Plan relating to the 1994
               awards is incorporated herein by reference to Exhibit
               (10.13) of the Registrant's Form 10-K for the year ended
               December 31, 1994.


      *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
      -----------                 -----------

      (10.20)* Form of American Home Products Corporation Restricted
               Stock Performance Award Agreement under the 1993 Stock
               Incentive Plan for award grants in 1995-1997.

      (10.21)* American Home Products Corporation Savings Plan, as
               amended, is incorporated herein by reference to Exhibit
               99 of the Registrant's Form S-8 Registration Statement
               File No. 33-50149 under the Securities and Exchange Act
               of 1933, filed September 1, 1993.

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

      (10.23)* Restricted Stock Trust Agreement under the 1993 Stock
               Incentive Plan.

      (10.24)* 1996 Stock Incentive Plan, as approved by the Board of
               Directors on January 25, 1996 subject to the approval of
               stockholders at the April 1996 Annual Meeting.

      (10.25)* Nonfunded Deferred Compensation Plan for Directors, as
               amended as of January 25, 1996.

      (10.26)* Form of American Home Products Corporation Stock Option
               Agreement.

      (10.27)* Form of American Home Products Corporation Special Stock
               Option Agreement (phased vesting).

      (10.28)* Form of American Home Products Corporation Special Stock
               Option Agreement (three-year vesting).

      (10.29)  Agreement and Plan of Merger dated as of September 19,
               1991 among Genetics Institute, Inc. ("G.I."), Registrant,
               AHP Biotech Holdings, Inc. and AHP Merger Subsidiary
               Corporation, is incorporated herein by reference to
               Exhibit (I) of Registrant's Schedule 13D dated January
               24, 1992 filed with respect to the common stock of G.I. 
               ("Schedule 13D").


      *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
      -----------                 -----------

      (10.30)  Depositary Agreement dated as of January 16, 1992 among
               Registrant, AHP Biotech Holdings, Inc., G.I. and The
               First National Bank of Boston, as Depositary, is
               incorporated herein by reference to Exhibit (II) of the
               Registrant's Schedule 13D.

      (10.31)  Governance Agreement dated as of January 16, 1992 among
               Registrant, AHP Biotech Holdings, Inc. and G.I., is
               incorporated herein by reference to Exhibit (III) of the
               Registrant's Schedule 13D.

      (11)     Computation of Per Share Earnings.

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

      (13)     1995 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 Registrant.

      (23)     Consent of Independent Public Accountants relating to
               their report dated January 24, 1996, 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 and 33-55456) by
               reference to the Form 10-K of the Registrant filed for
               the year ended December 31, 1995.

      (27)     Financial Data Schedule.

      (99.1)   The Part I, Item 3 Legal Proceedings (pages 27-28)
               section of Genetics Institute Inc.'s Report on Form 10-K
               for the fiscal year ended December 31, 1995, filed on
               March 1, 1996, is incorporated herein by reference.

      (99.2)   The Part I, Item 3 Legal Proceedings (pages 16 and 17)
               section of Immunex Corporation's Report on Form 10-K for
               the fiscal year ended December 31, 1995, filed on March
               18, 1996, is incorporated herein by reference.

  (b) Reports on Form 8-K
      -------------------

      None

                                      IV-6
<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 24, 1996.  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 24, 1996

                                      IV-7
<PAGE>

                                                         SCHEDULE II


           American Home Products Corporation and Subsidiaries
            Schedule II -- Valuation and Qualifying Accounts
           For the Years Ended December 31, 1995, 1994 and 1993
                          (Dollars in thousands)


     Column A                  Column B  Column C   Column D  Column E

                               Balance                         Balance
                                 at                              at
                              Beginning Additions  Deductions  End of
   Description                of Period    (B)        (A)      Period 
   -----------                --------- ---------  ---------- --------
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
                              ========  ========   ========   ========

Year ended 12/31/94:
  Allowance for doubtful 
    accounts                  $ 25,631  $ 58,752   $  6,398   $ 77,985
  Allowance for cash discounts  20,318   151,783    150,618     21,483
  Allowance for deferred tax 
    assets                      91,363   228,542     68,929    250,976
                              --------  --------   --------   --------  
                              $137,312  $439,077   $225,945   $350,444
                              ========  ========   ========   ========  

Year ended 12/31/93:
  Allowance for doubtful 
    accounts                  $ 23,702  $  7,101   $  5,172   $ 25,631
  Allowance for cash discounts  15,203   148,013    142,898     20,318   
  Allowance for deferred tax
    assets                     101,324      --        9,961     91,363
                              --------  --------   --------   --------
                              $140,229  $155,114   $158,031   $137,312
                              ========  ========   ========   ========

(A)  Represents amounts used for the purposes for which the accounts
     were created and reversal of amounts no longer required.  

(B)  Balances for 1994 reflect the acquisition of Cyanamid effective
     December 1, 1994.

                                      IV-8
<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, 1996                 By /S/     Robert G. Blount         
                                  ---------------------------------
                                           Robert G. Blount
                                   Senior Executive Vice President

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.

       Signatures                      Title                    Date
       ----------                      -----                    ----
         
Principal Executive Officer:


/S/  John R. Stafford            Chairman, President       March 27, 1996
-------------------------------
     John R. Stafford            and Chief Executive 
                                 Officer

Principal Financial Officer:


/S/  Robert G. Blount            Senior Executive Vice     March 27, 1996
--------------------------------
     Robert G. Blount            President and Director

Principal Accounting Officer:


/S/  Paul J. Jones               Vice President and        March 27, 1996
-------------------------------
     Paul J. Jones               Comptroller


Directors:


/S/  Clifford L. Alexander, Jr.  Director                  March 27, 1996
-------------------------------
     Clifford L. Alexander, Jr.    


/S/  Frank A. Bennack, Jr.       Director                  March 27, 1996
-------------------------------
     Frank A. Bennack, Jr.


/S/  Robin Chandler Duke         Director                  March 27, 1996
-------------------------------
     Robin Chandler Duke
<PAGE>

                          SIGNATURES (continued)
                          ----------------------

       Signatures                      Title                    Date
       ----------                      -----                    ----

/S/  John D. Feerick             Director                  March 27, 1996
-------------------------------
     John D. Feerick


/S/  Fred Hassan                 Director                  March 27, 1996
-------------------------------
     Fred Hassan 

/S/  John P. Mascotte            Director                  March 27, 1996
-------------------------------
     John P. Mascotte


/S/  Mary Lake Polan M.D., Ph.D. Director                  March 27, 1996
--------------------------------
     Mary Lake Polan M.D., Ph.D.


/S/  John R. Torell III          Director                  March 27, 1996
-------------------------------
     John R. Torell III


/S/  William Wrigley             Director                  March 27, 1996
-------------------------------
     William Wrigley

<PAGE>

INDEX TO EXHIBITS


Exhibit No.              Description
-----------              -----------

   (3.1)    The Registrant's Restated Certificate of Incorporation as
            amended to date.

   (10.3)   First Amendment to A Credit Agreement, dated as of August 4,
            1995, among American Home Products Corporation, 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 Chemical
            Bank, as agent for the lenders thereunder.

   (10.4)   First Amendment to B Credit Agreement, dated as of August 4,
            1995, among American Home Products Corporation, 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 Chemical
            Bank, as agent for the lenders thereunder.

   (10.7) * Amendment to the 1980 Stock Option Plan.

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

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

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

   (10.17)* Form of Deferred Compensation Agreement.

   (10.20)* Form of American Home Products Corporation Restricted Stock
            Performance Award Agreement under the 1993 Stock Incentive
            Plan for award grants in 1995-1997.

   (10.23)* Restricted Stock Trust Agreement under the 1993 Stock
            Incentive Plan.

   (10.24)* 1996 Stock Incentive Plan, as approved by the Board of
            Directors on January 25, 1996 subject to the approval of
            stockholders at the April 1996 Annual Meeting.

   (10.25)* Nonfunded Deferred Compensation Plan for Directors, as
            amended as of January 25, 1996.

   (10.26)* Form of American Home Products Corporation Stock Option
            Agreement.

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

<PAGE>

Exhibit No.              Description
-----------              -----------



   (10.27)* Form of American Home Products Corporation Special Stock
            Option Agreement (phased vesting).

   (10.28)* Form of American Home Products Corporation Special Stock
            Option Agreement (three-year vesting).

   (11)     Computation of Per Share Earnings.

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

   (13)     1995 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 Registrant.

   (23)     Consent of Independent Public Accountants relating to their
            report dated January 24, 1996, 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 and 33-55456) by reference to the Form 10-
            K of the Registrant filed for the year ended December 31,
            1995.

   (27)     Financial Data Schedule.

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