Exhibit 10.4
   
                FIRST AMENDMENT TO B CREDIT AGREEMENT
   
     First Amendment (this "Amendment"), dated as of August
   4, 1995, among American Home Food Products, Inc., Sherwood
   Medical Company, A.H. Robins Company, Incorporated (each, a
   "Subsidiary Borrower"), American Home Products Corporation
   (the "Company", and together with the Subsidiary Borrowers,
   the "Borrowers"), the lending institutions party to the B
   Credit Agreement referred to below (the "Banks") and
   Chemical Bank, as Agent (in such capacity, the "Agent"). 
   All capitalized terms used herein and not otherwise defined
   shall have the respective meanings provided such terms in
   the B Credit Agreement referred to below.
   
   
                        W I T N E S S E T H :
   
   
     WHEREAS, the Borrowers, the Banks and the Agent are
   parties to a Credit Agreement, dated as of September 9,
   1994, (the "B Credit Agreement");
   
     WHEREAS, the parties hereto wish to amend the B Credit
   Agreement as herein provided;
   
     NOW THEREFORE, it is agreed:
   
   
     1.   Section 1.1 of the B Credit Agreement is hereby
   amended by deleting the definition of "Applicable Margin"
   in its entirety and inserting in lieu thereof the following
   new definition:
   
     "Applicable Margin":  for any day, the rate per annum
   set forth below opposite the Rating Period then in effect,
   it being understood that the Applicable Margin for (x)
   Alternate Base Rate Loans shall be the percentage set forth
   under the column "Alternate Base Rate Margin", (y) C/D Rate
   Loans shall be the percentage set forth under the column
   "C/D Rate Margin" and (z) Eurodollar Rate Loans shall be
   the percentage set forth under the column "Eurodollar Rate
   Margin":
   <TABLE>
   <CAPTION>
                          Alternative   Eurodollar
   Rating                 Base Rate     C/D Rate-       Rate
   Period                 Margin        Margin          Margin 
   <S>                    <C>           <C>             <C>
   
   Category A Period      0%            .2400%          .1150%
   
   Category B Period      0%            .2575%          .1325%
   
   Category C Period      0%            .2950%          .1700%
   
   Category D Period      0%            .3500%          .2250%
   
   Cateogry E Period      0%            .4250%          .3000%
   
   </TABLE>
   
     2.   Section 1.1 of the B Credit Agreement is hereby
   amended by deleting the definition of "Facility Fee
   Percentage" in its entirety and inserting in lieu thereof
   the following definition:
   
     "Facility Fee Percentage":  a percentage equal to
        at any time (i) during a Category A Period,
        0.0600%, (ii) during a Category B Period, .0675%,
        (iii) during a Category C Period, .0800%, (iv)
        during a Category D Period, .1250% and (v) during
        a Category E Period, .2000%."
   
     3.   Section 1.1 of the B Credit Agreement is hereby
   amended by deleting the definition of "Significant Usage
   Period" in its entirety.
   
     4.   Section 1.1 of the B Credit Agreement is hereby
   amended by deleting clause (a) of the definition of
   "Termination Date" in its entirety and inserting in lieu
   thereof "(a) August 4, 2000 and ".
   
     5.   In order to induce the Agent and the Banks to
   enter into this Amendment, the Borrowers hereby represent
   and warrant that (x) no Default or Event of Default exists
   on the First Amendment Effective Date (as defined herein)
   both before and after giving effect to this Amendment and
   (y) all of the representations and warranties contained in
   the Credit Documents shall be true and correct in all
   material respects on the First Amendment Effective Date
   both before and after giving effect to this Amendment with
   the same effect as though such representations and
   warranties had been made on and as of the First Amendment
   Effective Date (it being understood that any representation
   or warranty made as of a specific date shall be true and
   correct in all material respects as of such specific date).
   
     6.   This Amendment is limited as specified and shall
   not constitute a modification, acceptance or waiver of any
   other provision of the B Credit Agreement or any other
   Credit Document.
   
     7.   This Amendment may be executed in any number of
   counterparts and by the different parties hereto on
   separate counterparts, each of which counterparts when
   executed and delivered shall be an original, but all of
   which shall together constitute one and the same instru-
   ment.  A complete set of counterparts shall be lodged with
   the Company and the Agent.
   
     8.   This Amendment and the rights and obligations of
   the parties hereunder shall be construed in accordance with
   and governed by the law of the State of New York.
   
     9.   Notwithstanding anything to the contrary
   contained in the Credit Agreement or this Amendment, for
   purposes of this Amendment "Banks" shall mean each of the
   lending institutions who shall have delivered (including by
   way of telecopier) by August 3, 1995 (or such later date as
   the Agent and the Company shall agree) a signed copy hereof
   to the Agent as provided in Section 8.2 of the Credit
   Agreement.
   
     10.  This Amendment shall become effective as of the
   date hereof (the "First Amendment Effective Date") on the
   date upon which (i) each of the Borrowers, the Agent and
   the Banks (after giving effect to paragraph 9) shall have
   signed a copy hereof (whether the same or different copies)
   and shall have delivered (including by way of telecopier)
   the same to the Agent as provided in Section 8.2 of the
   B Credit Agreement and (ii) the First Amendment to the A
   Credit Agreement, dated as of the date hereof, has become
   effective.
   
     11.  From and after the First Amendment Effective
   Date, all references in the B Credit Agreement and each of
   the other Credit Documents to the B Credit Agreement shall
   be deemed to be references to the B Credit Agreement after
   giving effect to this Amendment.
   
     IN WITNESS WHEREOF, each of the parties hereto has
   caused a counterpart of this Amendment to be duly executed
   and delivered as of the date first above written.
   
   AMERICAN HOME PRODUCTS CORPORATION
   
   
   By:_______________________________                              
      Title:
   
   
   AMERICAN HOME FOOD PRODUCTS, INC.
   
   
   By:_______________________________                              
      Title:
   
   
   SHERWOOD MEDICAL COMPANY
   
   
   By:______________________________                               
      Title:
   
   
   A. H. ROBINS COMPANY, INCORPORATED
   
   
   By:______________________________                               
      Title:
   
   CHEMICAL BANK,
   as Agent and as a Lender
   
   
   
   By:_____________________________
      Title:
   
   
   
   ABN AMRO BANK N.V.,
   NEW YORK BRANCH
   
   
   
   By:_____________________________
      Title:
   
   
   By:_____________________________
      Title:
   
   
   
   
   BANCA NAZIONALE DEL LAVORO S.p.A.
   NEW YORK BRANCH
   
   
   
   By:_____________________________
      Title:
   
   
   By:_____________________________
      Title:
   
   
   
   
   BANK OF AMERICA NT & SA
   
   
   
   By:_____________________________
      Title:
   
   
   
   
   BANK OF AMERICA ILLINOIS
   
   
   
   By:_____________________________
      Title:
   
   
   
   
   BANK BRUSSELS LAMBERT -
   NEW YORK BRANCH
   
   
   
   By:_____________________________
      Title:
   
   
   
   
   BANK OF MONTREAL
   
   
   
   By:_____________________________
      Title:
   
   
   
   
   
   THE BANK OF NEW YORK
   
   
   
   By:_____________________________
      Title:
   
   
   
   
   THE BANK OF NOVA SCOTIA
   
   
   
   By:_____________________________
      Title:
   
   
   THE BANK OF TOKYO TRUST COMPANY
   
   
   
   By:_____________________________
      Title:
   
   
   
   
   BANQUE NATIONALE DE PARIS -
   NEW YORK BRANCH
   
   
   
   By:_____________________________
      Title:
   
   
   
   By:_____________________________
      Title:
   
   
   
   BANQUE NATIONALE DE PARIS -
   GEORGETOWN BRANCH, CAYMAN ISLANDS
   
   
   
   By:_____________________________
      Title:
   
   
   
   By:_____________________________
      Title:
   
   
   
   
   BANQUE PARIBAS
   
   
   
   By:_____________________________
      Title:
   
   
   
   By:_____________________________
      Title:
   
   
   BAYERISCHE LANDESBANK
   GIROZENTRALE, NEW YORK BRANCH
   
   
   
   By:_____________________________
      Title:
   
   
   
   By:_____________________________
      Title:
   
   
   BAYERISCHE VEREINSBANK AG,
   NEW YORK BRANCH
   
   
   
   By:_____________________________
      Title:
   
   
   
   By:_____________________________
      Title:
   
   
   BANCA COMMERCIALE ITALIANA
   NEW YORK BRANCH
   
   
   
   By:_____________________________
      Title:
   
   
   
   By:_____________________________
      Title:
   
   
   BHF - BANK
   
   
   
   By:_____________________________
      Title:
   
   
   THE BOATMEN'S NATIONAL BANK OF
   ST. LOUIS
   
   
   
   By:_____________________________
      Title:
   
   
   CARIPLO - CASSA DI RISPARMIO
   DELLE PROVINCIE LOMBARDE SPA
   
   
   
   By:_____________________________
      Title:
   
   
   
   By:_____________________________
      Title:
   
   
   THE CHASE MANHATTAN BANK, N.A.
   
   
   
   By:_____________________________
      Title:
   
   
   CANADIAN IMPERIAL BANK OF
   COMMERCE, NEW YORK AGENCY
   
   
   
   By:_____________________________
      Title:
   
   
   CITIBANK, N.A.
   
   
   
   By:_____________________________
      Title:
   
   
   COMMERZBANK AKTIENGESELLSCHAFT
   
   
   
   By:_____________________________
      Title:
   
   
   COOPERATIEVE CENTRALE RAIFFEISEN-
   BOERENLEENBANK, B.A.,
   "RABOBANK NEDERLAND"
   
   
   
   By:_____________________________
      Title:
   
   
   CORESTATES BANK, N.A.
   
   
   
   By:_____________________________
      Title:
   
   
   CREDIT LYONNAIS NEW YORK BRANCH
   
   
   
   By:_____________________________
      Title:
   
   
   CREDIT LYONNAIS CAYMAN ISLAND BRANCH
   
   
   
   By:_____________________________
      Title:
   
   
   CREDIT SUISSE
   
   
   
   By:_____________________________
      Title:
   
   
   CRESTAR BANK
   
   
   
   By:_____________________________
      Title:
   
   
   THE DAI-ICHI KANGYO BANK   LTD.
   
   
   
   By:_____________________________
      Title:
   
   
   THE DAIWA BANK LTD. - NEW YORK BRANCH
   
   
   
   By:_____________________________
      Title:
   
   
   
   
   DEUTSCHE BANK AG, NEW YORK
   AND/OR CAYMAN ISLANDS BRANCHES
   
   
   
   By:_____________________________
      Title:
   
   
   
   By:_____________________________
      Title:
   
   
   DRESDNER BANK AG, NEW YORK BRANCH
   
   
   
   By:_____________________________
      Title:
   
   
   DRESDNER BANK AG, GRAND CAYMAN BRANCH
   
   
   
   By:_____________________________
      Title:
   
   
   FIRST FIDELITY BANK, NATIONAL
   ASSOCIATION
   
   
   
   By:_____________________________
      Title:
   
   
   FIRST INTERSTATE BANK OF CALIFORNIA
   
   
   
   By:_____________________________
      Title:
   
   
   
   By:_____________________________
      Title:
   
   
   THE FIRST NATIONAL BANK OF BOSTON
   
   
   
   By:_____________________________
      Title:
   
   
   THE FIRST NATIONAL BANK OF CHICAGO
   
   
   
   By:_____________________________
      Title:
   
   
   FIRST UNION NATIONAL BANK OF NC
   
   
   
   By:_____________________________
      Title:
   
   
   THE FUJI BANK, LIMITED
   
   
   
   By:_____________________________
      Title:
   
   
   THE INDUSTRIAL BANK OF JAPAN, LIMITED
   
   
   
   By:_____________________________
      Title:
   
   
   ISTITUTO BANCARIO SAN PAOLO DI
   TORINA SpA - NEW YORK LIMITED
   BRANCH
   
   
   
   By:_____________________________
      Title:
   
   
   LLOYDS BANK PLC
   
   
   
   By:_____________________________
      Title:
   
   
   LTCB TRUST COMPANY
   
   
   
   By:_____________________________
      Title:
   
   
   MELLON BANK, N.A.
   
   
   
   By:_____________________________
      Title:
   
   
   THE MITSUBISHI BANK, LIMITED -
   NEW YORK BRANCH
   
   
   
   By:_____________________________
      Title:
   
   
   THE MITSUI TRUST AND BANKING
   COMPANY, LIMITED - NEW YORK
   BRANCH
   
   
   
   By:_____________________________
      Title:
   
   
   THE MITSUBISHI TRUST AND BANKING
   CORPORATION
   
   
   
   By:_____________________________
      Title:
   
   
   MORGAN GUARANTY TRUST COMPANY
   OF NEW YORK
   
   
   
   By:_____________________________
      Title:
   
   
   NATIONAL WESTMINSTER BANK PLC
   
   
   
   By:_____________________________
      Title:
   
   
   NORDDEUTSCHE LANDESBANK
   GIROZENTRALE, NEW YORK BRANCH
   AND/OR CAYMAN ISLANDS BRANCH
   
   
   
   By:_____________________________
      Title:
   
   
   
   By:_____________________________
      Title:
   
   
   THE NORINCHUKIN BANK, NEW YORK
   BRANCH
   
   
   
   By:_____________________________
      Title:
   
   
   THE NORTHERN TRUST COMPANY
   
   
   
   By:_____________________________
      Title:
   
   
   PNC BANK, NATIONAL ASSOCIATION
   
   
   
   By:_____________________________
      Title:
   
   
   ROYAL BANK OF CANADA
   
   
   
   By:_____________________________
      Title:
   
   
   THE SAKURA BANK, LIMITED
   
   
   
   By:_____________________________
      Title:
   
   
   THE SANWA BANK LTD, NEW YORK
   BRANCH
   
   
   
   By:_____________________________
      Title:
   
   
   SHAWMUT BANK CONNECTICUT, N.A.
   
   
   
   By:_____________________________
      Title:
   
   
   SOCIETE GENERALE
   
   
   
   By:_____________________________
      Title:
   
   
   STANDARD CHARTERED BANK
   
   
   
   By:_____________________________
      Title:
   
   
   THE SUMITOMO BANK, LIMITED,
   NEW YORK BRANCH
   
   
   
   By:_____________________________
      Title:
   
   
   THE SUMITOMO TRUST & BANKING CO.
   
   
   
   By:_____________________________
      Title:
   
   
   SWISS BANK CORPORATION, NEW YORK
   BRANCH
   
   
   
   By:_____________________________
      Title:
   
   
   THE TOKAI BANK, LIMITED
   NEW YORK BRANCH
   
   
   
   By:_____________________________
      Title:
   
   
   TORONTO DOMINION (NEW YORK), INC.
   
   
   
   By:_____________________________
      Title:
   
   
   TOYO TRUST & BANKING CO.
   
   
   
   By:_____________________________
      Title:
   
   
   WACHOVIA BANK OF GEORGIA, N.A.
   
   
   
   By:_____________________________
      Title:
   
   
   WESTDEUTSCHE LANDESBANK
   GIROZENTRALE, NEW YORK AND
   CAYMAN ISLANDS BRANCHES
   
   
   
   By:_____________________________
      Title:
   
   
   WESTPAC BANKING CORPORATION
   
   
   
   By:_____________________________
      Title:
   
   
   YASUDA TRUST & BANKING
   
   
   
   By:_____________________________
      Title: