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, 1996 1-1225

AMERICAN HOME PRODUCTS CORPORATION
(Exact name of registrant as specified in its charter)

Delaware 13-2526821

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

Five Giralda Farms, Madison, NJ 07940-0874

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code (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. __

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 3, 1997 $41,679,526,717

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 3, 1997

Common Stock, $.33 - 1/3 par value 642,458,986

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) 1996 Annual Report to Shareholders - In Parts I, II and IV
(2) Proxy Statement filed March 24, 1997 - In Part III

PART I

ITEM 1. BUSINESS

General

American Home Products Corporation (the "Company"), a Delaware
corporation organized in 1926, is currently engaged in the discovery,
development, manufacture, distribution and sale of a diversified line
of products in two primary business segments: health care products
and agricultural products. Health care products include branded and
generic ethical pharmaceuticals, biologicals, nutritionals, consumer
health care products, medical devices and animal biologicals and
pharmaceuticals. Agricultural products include crop protection and
pest control products such as herbicides, insecticides, fungicides and
plant growth regulators. The Company holds a majority interest in
Immunex Corporation, a biopharmaceutical company whose stock is
publicly traded.

In December 1996, the Company acquired the remaining equity interest
in the biopharmaceutical company, Genetics Institute, Inc. ("G.I.")
that it did not already own for approximately $1.3 billion.

In November 1996, the Company sold a majority interest in the American
Home Foods business for approximately $1.2 billion. The Company
retained a 20% equity interest in International Home Foods, the
successor to American Home Foods.

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

Additional information relating to the G.I. and Cyanamid acquisitions,
the American Home Foods disposition, and certain other acquisitions
and divestitures is set forth in Notes 2 and 3 of the Notes to
Consolidated Financial Statements in the Company's 1996 Annual Report
to Shareholders and is incorporated herein by reference.

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

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 wholly-owned or majority-owned
subsidiaries.

I-1

Industry Segments

Financial information, by industry segment, for the three years ended
December 31, 1996 is set forth on page 34 of the Company's 1996 Annual
Report to Shareholders and is incorporated herein by reference.

The Company is not dependent on any single or major group of customers
for its sales. The Company currently manufactures, distributes and
sells a diversified line of products in two primary industry segments.
The product designations appearing in differentiated type herein are
trademarks.

HEALTH CARE PRODUCTS -

Pharmaceuticals - This sector includes a wide variety of ethical
pharmaceutical and biological products for human and veterinary use
which are promoted and sold worldwide primarily to wholesalers,
pharmacies, hospitals, managed care organizations and physicians.
Some of these sales are made to large buying groups representing
certain of these customers. Principal product categories for human
use and their respective products are: women's health care including
PREMARIN, PREMPRO/PREMPHASE, LO/OVRAL (marketed as MIN-OVRAL
internationally), NORDETTE and TRIPHASIL (marketed as TRINORDIOL
internationally); infant nutritionals (international markets only);
cardiovascular including CORDARONE and ZIAC; antiobesity including
PONDIMIN and REDUX; mental health including ATIVAN and EFFEXOR; anti-
inflammatories including LODINE and ORUVAIL; anti-infectives including
MINOCIN, SUPRAX and ZOSYN (marketed as TAZOCIN internationally);
vaccines including ORIMUNE and TETRAMUNE; biopharmaceuticals including
recombinant Factor VIII; and oncology therapies. In addition, the
Company markets generic pharmaceutical products. Principal animal
health product categories include vaccines, pharmaceuticals including
anthelmintics, endectocides and growth implants. The Company
manufactures these products in the United States and Puerto Rico and
in 22 foreign countries.

Sales of women's health care products in the aggregate accounted for
more than 10% of consolidated net sales in 1996, 1995 and 1994.
Except for sales of women's health care products, no single
pharmaceutical product or other category of products accounted for
more than 10% of consolidated net sales in 1996, 1995 or 1994. The
operating income before taxes from the women's health care products in
the aggregate, and the PREMARIN line of products individually,
accounted for more than 10% of consolidated operating income before
taxes in 1996, 1995 and 1994.

Consumer health care - Principle over-the-counter health care product
categories and their respective products are analgesics including
ADVIL; cough/cold/allergy remedies including ROBITUSSIN and DIMETAPP;
vitamins and mineral supplements including CENTRUM; hemorrhoidal;
antacids; and asthma relief items. These products are generally sold
to wholesalers, retailers and managed care organizations, and are

I-2

primarily promoted to consumers worldwide through advertising. These
products are manufactured in the United States and Puerto Rico and in
17 foreign countries.

No single consumer health care product or category of products
accounted for more than 10% of consolidated net sales or operating
income before taxes in 1996, 1995 or 1994.

Medical Devices - Principal products in this sector include MONOJECT
needles and syringes, ARGYLE tubes, catheters and chest drainage
devices, DAVIS & GECK wound closure products, tympanic and predictive
thermometers, ophthalmic surgical equipment and vision care products,
exercise equipment, cardiopulmonary instrumentation and devices,
enteral feeding systems and access devices, microsurgical equipment
and other hospital products which are promoted and sold worldwide,
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 accounted for
more than 10% of consolidated net sales or operating income before
taxes in 1996, 1995 or 1994.

AGRICULTURAL PRODUCTS -

Principal agricultural product categories and their respective
products are herbicides including PURSUIT (marketed as PIVOT
internationally) and PROWL (marketed as STOMP internationally);
insecticides including COUNTER; and fungicides which are promoted to
consumers worldwide and generally sold directly to wholesalers and
retailers. In addition to the United States and Puerto Rico, these
products are manufactured in eight foreign countries.

No single agricultural product or category of products exceeded 10% of
consolidated net sales or operating income before taxes in 1996, 1995
or 1994.

FOOD PRODUCTS -

On November 1, 1996, the Company sold a majority interest in the
American Home Foods business. Products in this segment included
prepared pastas and other entrees, regional specialty foods,
condiments, snack products, spreadable fruit products and other food
products which were promoted to consumers through advertising and
generally sold directly to wholesalers and retailers. The Company
retained a 20% equity interest in International Home Foods, the
successor to American Home Foods.

No single food product or category of products exceeded 10% of
consolidated net sales or operating income before taxes in 1996, 1995
or 1994.

I-3

Sources and Availability of Raw Materials

Generally, raw materials and packaging supplies are purchased in the
open market from various outside vendors. The loss of any one source
of supply would not have a material adverse effect on the Company's
consolidated financial position or results of operations.

Patents and Trademarks

The Company owns, has applications pending for, and is licensed under
many patents relating to a wide variety of products. The Company
believes that its patents and licenses are important to its business,
but no one patent or license (or group of related patents or licenses)
currently is of material importance in relation to its business as a
whole.

In the pharmaceuticals business, most of the Company's major products
are not protected by patents. The non-steroidal anti-inflammatory
("NSAID") LODINE ceased to be under patent protection in the United
States in February 1997. The product extensions LODINE XL and LODINE
500 mg. have market exclusivity until 1999. 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 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.

I-4

Competition

HEALTH CARE PRODUCTS -

The Company operates in the highly competitive health care industry
which includes the ethical pharmaceutical, animal health, consumer
health care and medical devices businesses. Within the ethical
pharmaceutical and animal health businesses, the Company has many
major multi-national competitors and numerous other smaller domestic
and foreign competitors. Based on net sales, the Company believes it
ranks within the top 10 major competitors within the ethical
pharmaceutical business category and, with the acquisition of the
Solvay S.A. animal health business in the first quarter of 1997, the
Company believes it ranks within the top 5 major competitors within
the animal health business category. The consumer health care
business also has many competitors. Based on net sales, the Company
believes it ranks within the top 10 major competitors within this
business category.

The Company's competitive position in the Health Care Products segment
is affected by several factors including resources available to
develop, enhance and promote products, customer acceptance, product
quality, patent protection, development of alternative therapies by
competitors, scientific and technological advances and governmental
reforms on pricing and generic substitutes. For prescription
products, the growth of managed care organizations, such as health
maintenance organizations ("HMOs") and pharmaceutical benefit
management companies, has resulted in increased competitive pressures.
The continued growth of generic substitutes is further promoted by
legislation, regulation and various incentives enacted and promulgated
in both the public and private sectors.

PREMARIN, the Company's conjugated estrogens product, which has not
had patent protection for many years, does contribute 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. In November 1996, the FDA published and
sought comment on scientific data on the composition of conjugated
estrogens. 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
new combination estrogen and progestin products in the PREMARIN
family.

I-5

Health care costs will continue to be the subject of attention in both
the public and private sectors in the U.S. Similarly, in
international markets, health care spending is subject to increasing
governmental review, much of which is focused on pharmaceutical
prices. While the Company cannot predict the impact that any future
health care initiatives may have on the Company's worldwide results of
operations, the Company believes that the pharmaceutical industry will
continue to play a very positive role in helping to contain global
health care costs through the development of innovative products.

The growth of generic and store brands continued to impact some of the
Company's consumer health care branded product line categories in 1996
and is expected to continue during 1997. 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.

GENERAL -

In all business segments, advertising and promotional expenditures are
significant costs to the Company and are necessary to effectively
communicate information concerning the Company's products to health
professionals, to the trade and to consumers.

Research and Development

Worldwide research and development activities are focused on
developing and bringing to market new products to treat and/or prevent
some of the most serious health care and agricultural problems.
Research and development expenditures totaled $1,429,056,000 in 1996,
$1,354,963,000 in 1995 and $817,090,000 in 1994, with approximately
78% of these expenditures in the ethical pharmaceutical area in 1996.

The Company currently has 14 New Drug Applications and 23 Supplemental
Drug Applications filed with the FDA for review, and 86 active
Investigational New Drug Applications and one Biologics License
Application pending. During 1996, several major collaborative research
and development arrangements continued with other pharmaceutical and
biotechnology companies. It is not anticipated, however, that the
products developed as a result of these activities will contribute
significantly to consolidated revenues or operating profits in the
near future. The extent of subsequent contributions from these
potential products, if any, cannot presently be predicted.
Additionally, the Agricultural Products segment has four products
awaiting approval by the United States Environmental Protection Agency
("EPA").

I-6

In December 1996, the Company acquired the remaining equity interest
in G.I. for approximately $1.3 billion. The completion of this
acquisition will facilitate research and development coordination with
Wyeth-Ayerst Research.

During 1996, the Company received FDA approval for the arthritis
product NAPRELAN, the antiobesity drug REDUX, the non-steroidal anti-
inflammatory drugs LODINE XL and LODINE 500 mg., the new rheumatoid
arthritis indication for LODINE and the OTC products AXID AR,
Children's ADVIL and Junior Strength ADVIL tablets (100 mg.).

Regulation

The Company's various health care and agricultural products are
subject to regulation by government agencies throughout the world.
The primary emphasis of these requirements is to assure the safety and
effectiveness of the Company's products. In the United States, the
FDA, under the Federal Food, Drug and Cosmetic Act and the Public
Health Service Act, regulates many of the Company's health care
products, including human and animal pharmaceuticals, vaccines,
consumer health care products and medical devices. The U.S.
Department of Agriculture ("USDA") regulates the Company's domestic
animal vaccine products. The FDA's powers include the imposition of
criminal and civil sanctions against companies, including seizures of
regulated products and criminal sanctions against individuals. The
FDA's enforcement powers also include its inspection of the numerous
facilities operated by the Company. To facilitate compliance, the
Company from time to time may institute voluntary compliance actions
such as product recalls when it believes it is appropriate to do so.
In addition, many states have similar regulatory requirements. Most
of the Company's pharmaceutical products, and an increasing number of
its consumer health care products, are regulated under the FDA's new
drug approval processes, which mandate pre-market approval of all new
drugs. Such processes require extensive time, testing and
documentation for approval, resulting in significant costs for new
product introductions. The Company's pharmaceutical business is also
affected by the Controlled Substances Act, administered by the Drug
Enforcement Administration, which regulates strictly all narcotic and
habit-forming drug substances. 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 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 in the United States 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.

I-7

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 estimable. For further information on environmental
matters, see Notes 3, 5 and 11 of the Notes to Consolidated Financial
Statements in the Company's 1996 Annual Report to Shareholders, which
are incorporated herein by reference.

Employees

At the end of 1996, the Company had 59,747 employees worldwide, with
31,447 employed in the United States including Puerto Rico.
Approximately 27% 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, 1996, as set forth on page 34 of the
Company's 1996 Annual Report to Shareholders, is incorporated herein
by reference.

The Company's operations outside the United States are conducted
primarily through subsidiaries. International sales in 1996 amounted
to 41% of the Company's total worldwide sales.

I-8

The Company's international businesses are subject to risks of
currency fluctuations, governmental actions and other governmental
proceedings which are inherent in conducting business outside of the
United States. The Company does not regard these factors as deterrents
to maintaining or expanding its non-U.S. operations.

ITEM 2. PROPERTIES

The Company's corporate headquarters and the headquarters of its
domestic consumer health care business are located in Madison, New
Jersey. The Company's domestic and international ethical
pharmaceutical operations and its international consumer health care
business are headquartered in three executive/administrative buildings
in Radnor and St. Davids, Pennsylvania. The Company's animal health
business is headquartered in Overland Park, Kansas. The Company's
principal medical devices business maintains its headquarters in St.
Louis, Missouri. The Agricultural Products segment maintains its
headquarters in Parsippany, New Jersey. The Company's foreign
subsidiaries and affiliates, which generally own their properties,
have manufacturing facilities in 26 countries outside the United
States. The following are the principal manufacturing plants (M) and
research laboratories (R) of the Company as of December 31, 1996:

INDUSTRY SEGMENT

Health Care Products:
Alpirsbach, Germany (M)
Andover, Massachusetts (M, R)
Askeaton, Ireland (M)
Balleymoney, N. Ireland (M)
Baulkham Hills, Australia (M)
Buenos Aires, Argentina (M)
Cabuyao, Philippines (M)
Carolina, Puerto Rico (M)
Catania, Italy (M)
Chazy, New York (R)
Cherry Hill, New Jersey (M, R)
Commerce, Texas (M)
Deland, Florida (M)
Fort Dodge, Iowa (M, R)
Fukuroi City, Japan (M, R)
Georgia, Vermont (M)
Gosport, Great Britain (M, R)
Guayama, Puerto Rico (M)
Havant, Great Britain (M, R)
Hsin-Chu Hsien, Taiwan (M, R)
Maracay, Venezuela (M)
Marietta, Pennsylvania (M, R)
Montreal, Canada (M, R)
Muenster, Germany (M)

I-9

Newbridge, Ireland (M)
Norfolk, Nebraska (M)
Pearl River, New York (M, R)
Princeton, New Jersey (R)
Radnor, Pennsylvania (R)
Richmond, Virginia (M, R)
Rouses Point, New York (M, R)
Sanford, North Carolina (M)
Smithfield, Australia (M)
Suzhou, China (M)
West Chester, Pennsylvania (M)

Agricultural Products:
Catania, Italy (M)
Genay, France (M)
Gravelines, France (M)
Hannibal, Missouri (M)
Hsin-Chu Hsien, Taiwan (M, R)
Iracemapolis, Brazil (R)
Paulina, Brazil (M)
Princeton, New Jersey (R)
Resende, Brazil (M)
Schwabenheim, Germany (R)

All of the above properties are owned except certain facilities in
Cherry Hill, New Jersey, Guayama, Puerto Rico and Suzhou, China which
are under lease. The Company also owns or leases a number of other
smaller properties worldwide which are used for manufacturing,
research, warehousing and office space.

ITEM 3. LEGAL PROCEEDINGS

The Company and its subsidiaries are parties to numerous lawsuits and
claims arising out of the conduct of its business, including product
liability and other tort claims.

There are approximately 250 cases pending, predominantly in Scotland,
based upon alleged injuries arising out of the use of the tranquilizer
ATIVAN. Substantially all of the cases in Scotland have been
supported by governmental legal aid funding, as had other related
litigation in the United Kingdom. In 1994, the Legal Aid Board in
England, where more than 1,100 cases had been pending, discontinued
funding for the English litigation and all of the English ATIVAN cases
have now been dismissed. The Northern Ireland Legal Aid Board has
also discontinued the funding of the litigation in that jurisdiction.
The Scottish Legal Aid Board is currently considering submissions by
the Company that public funding for the Scottish litigation should
also be discontinued. The Scottish cases have been stayed pending the
Legal Aid Board's determination.

I-10

There are currently more than 2,700 lawsuits pending against the
Company in federal and state courts on behalf of approximately 42,000
plaintiffs 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 December 1994, the Judicial Panel on Multi-District Litigation
("MDL") ordered that all NORPLANT SYSTEM lawsuits filed in federal
courts be consolidated for pretrial proceedings in the U.S. District
Court in Beaumont, Texas. In August 1996, the MDL court denied a
motion by the federal plaintiffs to certify the cases as a class
action. Class certification was also denied during 1996 in state
courts in New Jersey, Pennsylvania and Illinois and a class relating
to claims involving removal difficulties which had been certified by
the Circuit Court of Illinois in June 1994 ( Doe v. Wyeth-
Ayerst Laboratories (Cir. Ct. Ill., Cook Cty. 1993)) was decertified.
The only jurisdiction where the certification issue remains pending is
Louisiana, where the issue will not be fully briefed and decided until
1998. Following the denial of class certification, the MDL court
scheduled three "bellwether" trials, each involving the claims of five
Texas plaintiffs. Rather than proceeding with the first of these
trials as scheduled on February 24, 1997, the court entered summary
judgment in favor of the Company on all of plaintiffs' claims. It is
not known at this point whether the plaintiffs will appeal. The
Company will continue to contest these and all other NORPLANT SYSTEM
claims. A number of state court "bellwether" trials, primarily in
Texas and Indiana, are scheduled to take place during 1997.

On March 7, 1994, an action was brought against the Company by Johnson
& Johnson ("J&J") and Ortho Pharmaceutical Corporation ("Ortho")
currently seeking approximately $270 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
and the trial of the damages action is expected to commence in 1997.

In an action for patent infringement pending in U.S. District Court
(Eastern District of Pennsylvania), McNeilab Inc. has recently alleged
that it is entitled to approximately $60 million in compensatory
damages against Scandipharm Inc., which would be entitled to seek
indemnification from a subsidiary of the Company, Eurand
Microencapsulation, S.A. In this action, McNeilab is alleging that
pancreatic tablets used to treat cystic fibrosis, which Eurand
exclusively supplies to Scandipharm, infringe U.S. patents licensed to
McNeilab. Treble damages are also sought for alleged willful
infringement. Although the trial court had previously dismissed this
action for lack of standing, the appeals court reinstated the lawsuit
and it is expected to proceed to trial in 1997.

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 (Middle District of Pennsylvania) against the Company,

I-11

other pharmaceutical manufacturers and a pharmacy benefit management
company alleging that the Company and other defendants provided
discriminatory price and promotional allowances to managed care
organizations and others in violation of the Robinson-Patman Act. The
complaint further alleges collusive conduct among the defendants
related to the alleged discriminatory pricing in violation of the
Sherman Antitrust Act as well as certain other violations of common
law principles of unfair competition. Subsequently, numerous other
cases, many of which 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 approved an amended
settlement among certain defendants, including the Company, and
the Consolidated Class Action plaintiffs. The settlement provides,
among other things, for certain payments to be made by the settling
defendants, over a period of three years, to the Consolidated Class
Action plaintiffs. The Company's settlement payments (including
payments to be made on behalf of Cyanamid) would total $42.5
million. Notices of appeal of the settlement have been filed by
certain class members. The amendment to the settlement, which
would be in effect for three years, would prohibit the settling
manufacturers from refusing to grant discounts to retailers solely
because of their status as retailers and would require that retailers
be given the opportunity to demonstrate their ability to move market
share and to negotiate and earn discounts similar to the discounts
offered to managed care organizations. The settlement also provides
that it shall not be deemed or construed to be an admission or
evidence of any violation of any statute or law or of any liability or
wrongdoing by the Company or of the truth of any of the claims or
allegations alleged in the Consolidated Class Action. Also, the Court
of Appeals for the Seventh Circuit has agreed to hear the appeal of
the denial of the manufacturer defendants' motion for summary judgment
that indirect purchasers lack standing to bring federal price fixing
claims. 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, Florida, Kansas, Maine, Michigan, Minnesota, New
York, Tennessee, Washington and Wisconsin. These actions are all in
various pre-trial stages. The actions in Colorado, Washington and New
York have been dismissed on pre-trial motions. Plaintiffs have
appealed the dismissal of the Washington and New York actions.

I-12

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

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 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, most of the cases as well as a Federal Trade
Commission ("FTC") proceeding have been settled and other cases have
been terminated without liability to the Company, including an action
brought in federal court by the State of Louisiana, which has been
dismissed. In Alabama, class certification has been 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.

The Company has entered into settlements with the FTC and state
attorneys general concerning pricing practices relating to a marketing
program for certain crop protection products. These settlements,
which do not admit any liability by the Company, prohibit resale price
maintenance in the sale of such crop protection products. The state
settlement also provides for a payment of $7.3 million by the Company.
A purported class action was filed in state court in Tennessee and
alleges similar violations of state antitrust and consumer protection
laws by Cyanamid in the sale of crop protection products. The
complaint purports to be on behalf of indirect purchasers of
Cyanamid's crop protection products in the states of Tennessee,
Alabama, California, Florida, Kansas, Maine, Michigan, Minnesota,
Mississippi, New Mexico, North Carolina, North Dakota, South Dakota,
West Virginia, Wisconsin and the District of Columbia.

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 a consent order entered into by the Company in connection
with the acquisition from Solvay S.A. of its animal health business,
the Company has divested certain canine and feline vaccines to
Schering-Plough Corporation. If Schering-Plough does not obtain USDA
approval to manufacture these vaccines itself, the consent order may
require certain additional asset divestitures by the Company.

I-13

As discussed in Item I, the Company is a party to, or otherwise
involved in, legal proceedings under CERCLA and similar state laws
directed at the cleanup of various sites including 62 Superfund sites,
including the Cyanamid-owned Bound Brook, N.J. site. The Company's
potential liability varies greatly from site to site. For some sites,
the potential liability is de minimis and, for others, the final costs
of cleanup have not yet been determined. As assessments and cleanups
proceed, these liabilities are reviewed periodically and are adjusted
as additional information becomes available. Environmental
liabilities are inherently unpredictable. The liabilities can change
substantially due to such factors as additional information on the
nature or extent of contamination, methods of remediation required,
and other actions by governmental agencies or private parties. The 62
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.

The Company has agreed to enter into a settlement with the EPA with
respect to a civil administrative action pending against Cyanamid for
alleged violation of a provision of the Emergency Planning & Community
Right-to-Know Act of 1986. Under the proposed settlement, the Company
would pay a civil penalty of $129,000 plus the donation to the local
county of certain emergency response equipment.

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, 1996, 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

EXECUTIVE OFFICERS OF THE REGISTRANT AS OF MARCH 27, 1997

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
Office
Name Age Offices and Positions

John R. Stafford 59 Chairman of the Board, President December 1986
and Chief Executive Officer,
Chairman of Executive,
Finance, Operations and
Nominating Committees

Business Experience: 1991 to date, Chairman of the
Board, President and Chief
Executive Officer (President
to May 1990 and from February
1994)

Robert G. Blount 58 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 51 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

I-15

Elected to
Office
Name Age Offices and Positions

Joseph J. Carr 54 Senior Vice President May 1993
Member of Finance and
Operations 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. 61 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 51 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

I-16

Elected to
Office
Name Age Offices and Positions

David M. Olivier 53 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 46 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

Paul J. Jones 51 Vice President and Comptroller May 1995
Member of Finance Committee

Business Experience: To April 1995, Senior Vice
President - Finance and
Administration, Wyeth-Ayerst
Laboratories Division
May 1995 to date, Vice President
and Comptroller

Rene R. Lewin 50 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

I-17

Elected to
Office
Name Age Offices and Positions

Thomas M. Nee 57 Vice President - Taxes May 1986
Member of Finance Committee

Business Experience: 1991 to date, Vice President-Taxes

I-18

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 36 of the
Company's 1996 Annual Report to Shareholders, are incorporated herein
by reference.

There were 67,467 holders of record of the Company's common stock as
of March 3, 1997.

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 18 and 19 of the
Company's 1996 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 37 through 42 of the
Company's 1996 Annual Report to Shareholders, is incorporated herein
by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements and Notes on pages 20 through 34
of the Company's 1996 Annual Report to Shareholders, the Report of
Independent Public Accountants and the Management Report on Financial
Statements on page 35, and Quarterly Financial Data on page 36, are
incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

II-1

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, 1997
("the 1997 Proxy Statement").

(b) Information relating to the Company's executive officers as of March
27, 1997 is furnished in Part I hereof under a separate unnumbered
caption ("Executive Officers of the Registrant as of March 27, 1997").

ITEM 11. EXECUTIVE COMPENSATION

Information relating to executive compensation is incorporated herein
by reference to pages 9 through 14 of the 1997 Proxy Statement.
Information with respect to compensation of directors is incorporated
herein by reference to pages 5 and 6 of the 1997 Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information relating to security ownership is incorporated by
reference to pages 7 and 8 of the 1997 Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

III-1

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 20 through
35 of the Company's 1996 Annual Report to Shareholders, are
incorporated herein by reference.

Pages
Consolidated Balance Sheets as of
December 31, 1996 and 1995 20

Consolidated Statements of Income
for the years ended December 31,
1996, 1995 and 1994 21

Consolidated Statements of Retained
Earnings and Additional Paid-in
Capital for the years ended
December 31, 1996, 1995 and 1994 22

Consolidated Statements of Cash Flows
for the years ended December 31, 1996,
1995 and 1994 23

Notes to Consolidated Financial Statements 24-34

Report of Independent Public Accountants 35

(a)2. Financial Statement Schedules

The following consolidated financial information is included in Part
IV of this report:
Pages
Report of Independent Public Accountants
on Supplemental Schedule IV-8

Schedule II - Valuation and Qualifying
Accounts for the years ended December 31, 1996,
1995 and 1994 IV-9

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

IV-1

ITEM 14. (Continued)

(a)3. Exhibits

Exhibit No. Description

(2.1) The Company's Statement on Schedule 14D-1 relating to the Company'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
the Company, AC Acquisition Corp. and American Cyanamid Company, filed
as Exhibit (I) to the Report on Schedule 13D for Immunex Corporation
filed by the Company, dated December 1, 1994 for the event which
occurred on November 21, 1994 is hereby incorporated herein by
reference.

(3.1) The Company's Restated Certificate of Incorporation is incorporated
herein by reference to Exhibit 3.1 of the Company's Form 10/A dated
April 30, 1996.

(3.2) By-Laws, as amended to date, is incorporated herein by reference to
Exhibit 3.2 of the Company's Form 10-Q for the quarter ended March 31,
1996.

(4.1) Indenture, dated as of April 10, 1992, between the Company and The
Chase Manhattan Bank (successor to Chemical Bank), as Trustee, is
incorporated by reference to Company's Exhibit 2 of the Company's Form
8-A dated August 25, 1992.

(4.2) Supplemental Indenture, dated October 13, 1992, between the Company
and The Chase Manhattan Bank (successor to Chemical Bank), as Trustee,
is incorporated by reference to Company's Form 10-Q for the quarter
ended September 30, 1992.

(10.1) A Credit Agreement, dated as of September 9, 1994, among the Company,
American Home Food Products, Inc., Sherwood Medical Company, A.H.
Robins Company, Incorporated, the several banks and other financial
institutions from time to time parties thereto and The Chase Manhattan
Bank (successor to Chemical Bank), as agent for the lenders
thereunder, filed as Exhibit 11(b)(2) to Amendment No. 7 to the
Schedule 14D-1 is hereby incorporated herein by reference.

(10.2) B Credit Agreement, dated as of September 9, 1994, among the Company,
American Home Food Products, Inc., Sherwood Medical Company, A.H.
Robins Company, Incorporated, the several banks and other financial
institutions from time to time parties thereto and The Chase Manhattan
Bank (successor to Chemical Bank), as agent for the lenders
thereunder, filed as Exhibit 11(b)(3) to Amendment No. 7 to the
Schedule 14D-1 is hereby incorporated herein by reference.

IV-2

ITEM 14. (Continued)

(a)3. Exhibits

Exhibit No. Description

(10.3) First Amendment to A Credit Agreement, dated as of August 4, 1995,
among the Company, American Home Food Products, Inc., Sherwood
Medical Company, A.H. Robins Company, Incorporated, the several
banks and other financial institutions from time to time parties
thereto and The Chase Manhattan Bank (as successor to Chemical
Bank), as agent for the lenders thereunder is incorporated by
reference to Exhibit 10.3 of the Company's Form 10-K for the year
ended December 31, 1995.

(10.4) First Amendment to B Credit Agreement, dated as of August 4, 1995,
among the Company, American Home Food Products, Inc., Sherwood
Medical Company, A.H. Robins Company, Incorporated, the several
banks and other financial institutions from time to time parties
thereto and The Chase Manhattan Bank (successor to Chemical Bank),
as agent for the lenders thereunder is incorporated by reference to
Exhibit 10.4 of the Company's Form 10-K for the year ended December
31, 1995.

(10.5) Second Amendment to A Credit Agreement, dated as of August 2, 1996,
among the Company, American Home Food Products, Inc., Sherwood
Medical Company, A.H. Robins Company, Incorporated, the several
banks and other financial institutions from time to time parties
thereto and The Chase Manhattan Bank, as agent for the lenders
thereunder.

(10.6) Second Amendment to B Credit Agreement, dated as of August 2, 1996,
among the Company, American Home Food Products, Inc., Sherwood
Medical Company, A.H. Robins Company, Incorporated, the several
banks and other financial institutions from time to time parties
thereto and The Chase Manhattan Bank, as agent for the lenders
thereunder.

(10.7)* 1978 Stock Option Plan, as amended to date, is incorporated herein
by reference to Exhibit 10.2 of the Company's Form 10-K for the year
ended December 31, 1990 (File Number 1-1225).

(10.8)* 1980 Stock Option Plan, as amended is incorporated by reference to
Exhibit 10.3 of the Company's Form 10-K for the year ended December
31, 1991 (File Number 1-1225).

(10.9)* Amendment to the 1980 Stock Option Plan is incorporated by reference
to Exhibit 10.7 of the Company's Form 10-K for the year ended
December 31, 1995.

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

IV-3

ITEM 14. (Continued)

(a)3. Exhibits

Exhibit No. Description

(10.10)* 1985 Stock Option Plan, as amended is incorporated by reference to
Exhibit 10.4 of the Company's Form 10-K for the year ended December
31, 1991 (File Number 1-1225).

(10.11)* Amendment to the 1985 Stock Option Plan is incorporated by
reference to Exhibit 10.9 of the Company's Form 10-K for the year
ended December 31, 1995.

(10.12)* Amendment to the 1985 Stock Option Plan.
.
(10.13)* Management Incentive Plan, as amended to date.

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

(10.15)* American Cyanamid Company's Supplemental Executive Retirement Plan
is incorporated by reference to Exhibit 10K of American Cyanamid
Company's Form 10-K for the year ended December 31, 1988
(File 1-3426).

(10.16)* American Cyanamid Company's Supplemental Employees Retirement Plan
Trust Agreement, dated September 19, 1989, between American
Cyanamid Company and Morgan Guaranty Trust Company of New York
is incorporated by reference to Exhibit 10K of American Cyanamid
Company's Form 10-K for the year ended December 31, 1989
(File 1-3426).

(10.17)* American Cyanamid Company's ERISA Excess Retirement Plan is
incorporated by reference to Exhibit 10N of American Cyanamid
Company's Form 10-K for the year ended December 31, 1988
(File 1-3426).

(10.18)* American Cyanamid Company's Excess Retirement Plan Trust
Agreement, dated September 19, 1989, between American Cyanamid
Company and Morgan Guaranty Trust Company of New York is
incorporated by reference to Exhibit 10M of American Cyanamid
Company's Form 10-K for the year ended December 31, 1989
(File 1-3426).

(10.19)* 1990 Stock Incentive Plan is incorporated herein by reference to
Exhibit 28 of the Company's Form S-8 Registration Statement File
No. 33-41434 under the Securities and Exchange Act of 1933, filed
June 28, 1991 (File Number 1-1225).

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

IV-4

ITEM 14. (Continued)

(a)3. Exhibit

Exhibit No. Description

(10.20)* Amendment to the 1990 Stock Incentive Plan is incorporated by
reference to Exhibit 10.13 of the Company's Form 10-K for the year
ended December 31, 1995.

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

(10.22)* 1993 Stock Incentive Plan is incorporated herein by reference to
Exhibit I of the Company's Proxy Statement filed March 17, 1994.

(10.23)* Amendment to the 1993 Stock Incentive Plan is incorporated by
reference to Exhibit 10.15 of the Company's Form 10-K for the year
ended December 31, 1995.

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

(10.25)* 1996 Stock Incentive Plan is incorporated by reference to Exhibit
10.24 of the Company's Form 10-K for the year ended December
31, 1995.

(10.26)* Amendment to the 1996 Stock Incentive Plan.

(10.27)* Form of Stock Option Agreement.

(10.28)* Form of Special Stock Option Agreement (phased vesting) is
incorporated by reference to Exhibit 10.27 of the Company's
Form 10-K for the year ended December 31, 1995.

(10.29)* Form of the Company's Special Stock Option Agreement (three-year
vesting) is incorporated by reference to Exhibit 10.28 of the
Company's Form 10-K for the year ended December 31, 1995.

(10.30)* Amendment to Special Stock Option Agreement.

(10.31)* Form of the Company's Restricted Stock Performance Award Agreement
under the 1990 Stock Incentive Plan, 1993 Stock Incentive Plan and
1996 Stock Incentive Plan for an initial award (covering three
performance years).

(10.32)* Form of the Company's Restricted Stock Performance Award Agreement
under the 1990 Stock Incentive Plan, 1993 Stock Incentive Plan and
1996 Stock Incentive Plan for subsequent awards (covering one
performance year).

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

IV-5

ITEM 14. (Continued)

(a)3. Exhibit

Exhibit No. Description

(10.33)* 1994 Restricted Stock Plan for Non-Employee Directors is
incorporated herein by reference to Exhibit II of the Company's
Proxy Statement filed March 17, 1994.

(10.34)* Form of Deferred Compensation Agreement.

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

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

(10.37)* Directors Deferral Plan.

(10.38)* Restricted Stock Trust Agreement under the 1993 Stock Incentive
Plan is incorporated by reference to Exhibit 10.23 of the Company's
Form 10-K for the year ended December 31, 1995.

(10.39)* Nonfunded Deferred Compensation Plan for Directors is incorporated
by reference to Exhibit 10.25 of the Company's Form 10-K for the
year ended December 31, 1995.

(11) Computation of Per Share Earnings.

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

(13) 1996 Annual Report to Shareholders. Such report, except for those
portions thereof which are expressly incorporated by reference
herein, is furnished solely for the information of the Commission
and is not to be deemed "filed" as part of this filing.

(21) Subsidiaries of the Company.

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

IV-6

ITEM 14. (Continued)

(a)3. Exhibit

Exhibit No. Description

(23) Consent of Independent Public Accountants relating to their report
dated January 28, 1997, consenting to the incorporation thereof in
Registration Statements on Form S-3 (File Nos. 33-45324 and 33-
57339) and on Form S-8 (File Nos. 2-96127, 33-24068, 33-41434, 33-
53733, 33-55449, 33-45970, 33-14458, 33-50149, 33-55456 and 333-
15509) by reference to the Form 10-K of the Company filed for the
year ended December 31, 1996.

(27) Financial Data Schedule.

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

(99.1) The Part I, Item 3 Legal Proceedings (page 21) section of Immunex
Corporation's Report on Form 10-K for the fiscal year ended December
31, 1996, filed on March 18, 1997, is incorporated herein by
reference.

(b) Reports on Form 8-K

None

IV-7

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 28, 1997. 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 28, 1997

IV-8

American Home Products Corporation and Subsidiaries
Schedule II - Valuation and Qualifying Accounts
For the Years Ended December 31, 1996, 1995 and 1994
(Dollars in thousands)

Column A Column B Column C Column D Column E

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

Description

Year ended 12/31/96:
Allowance for doubtful accounts $108,164 $88,273 $16,457 $179,980
Allowance for cash discounts 27,445 235,802 239,106 24,141
Allowance for deferred tax 206,644 117,569 29,373 294,840
assets

$342,253 $441,644 $284,936 $498,961

Year ended 12/31/95:
Allowance for doubtful accounts $77,985 $32,186 $2,007 $108,164
Allowance for cash discounts 21,483 240,871 234,909 27,445
Allowance for deferred tax 250,976 45,604 89,936 206,644
assets
$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 91,363 228,542 68,929 250,976
assets

$137,312 $439,077 $225,945 $350,444

(A) Balances for 1994 reflect the acquisition of American Cyanamid
Company effective December 1, 1994.

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

IV-9

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, 1997 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, 1997
John R. Stafford and Chief Executive Officer

Principal Financial Officer:

/S/ Robert G. Blount Senior Executive Vice March 27, 1997
Robert G. Blount President and Director

Principal Accounting Officer:

/S/ Paul J. Jones Vice President and March 27, 1997
Paul J. Jones Comptroller

Directors:

/S/ Clifford L. Alexander, Jr. Director March 27, 1997
Clifford L. Alexander, Jr.

/S/ Frank A. Bennack, Jr. Director March 27, 1997
Frank A. Bennack, Jr.

/S/ Robin Chandler Duke Director March 27, 1997
Robin Chandler Duke

IV-10

Signatures Title Date

/S/ John D. Feerick Director March 27, 1997
John D. Feerick

/S/ Fred Hassan Director March 27, 1997
Fred Hassan

/S/ John P. Mascotte Director March 27, 1997
John P. Mascotte

/S/ Mary Lake Polan M.D., Ph.D. Director March 27, 1997
Mary Lake Polan M.D., Ph.D.

/S/ Ivan G. Seidenberg Director March 27, 1997
Ivan G. Seidenberg

/S/ John R. Torell III Director March 27, 1997
John R. Torell III

/S/ William Wrigley Director March 27, 1997
William Wrigley

IV-11

INDEX TO EXHIBITS

Exhibit No. Description

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

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

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

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

(10.26)* Amendment to the 1996 Stock Incentive Plan.

(10.27)* Form of Stock Option Agreement.

(10.30)* Amendment to Special Stock Option Agreement.

(10.34)* Form of Deferred Compensation Agreement.

(10.37)* Directors Deferral Plan.

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

Exhibit No. Description

(11) Computation of Per Share Earnings.

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

(21) Subsidiaries of the Company.

(23) Consent of Independent Public Accountants relating to their report
dated January 28, 1997, consenting to the incorporation thereof in
Registration Statements on Form S-3 (File Nos. 33-45324 and 33-57339)
and on Form S-8 (File Nos. 2-96127, 33-24068, 33-41434, 33-53733, 33-
55449, 33-45970, 33-14458, 33-50149, 33-55456 and 333-15509) by
reference to the Form 10-K of the Company filed for the year ended
December 31, 1996.

(27) Financial Data Schedule.

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

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