UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   Form 8-K

                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): December 9, 2002


                                     WYETH
          -----------------------------------------------------------
              (Exact Name of registrant specified in its charter)


           Delaware                    1-1225               13-2526821
      -----------------          -----------------      -----------------
 (State or other Jurisdiction    (Commission File       (I.R.S. Employer
       of Incorporation)              Number)          Identification No.)


          Five Giralda Farms
              Madison, NJ                                 07940
- ---------------------------------------    -----------------------------------
(Address of principal executive offices)               (Zip Code)


                 Registrant's telephone number: (973) 660-5000





Item 2.   Acquisition or Disposition of Assets

Prior to July 15, 2002, Wyeth (the "Company" or the "Registrant") was the
beneficial owner of 223,378,088 shares of common stock, par value $0.01 per
share (the "Immunex Common Stock"), of Immunex Corporation, a Washington
corporation ("Immunex").

On July 15, 2002, Amgen Inc., a Delaware corporation ("Amgen"), completed its
acquisition of Immunex pursuant to the Amended and Restated Agreement and Plan
of Merger dated as of December 16, 2001 among Amgen, AMS Acquisition Inc., a
wholly owned subsidiary of Amgen ("Merger Sub"), and Immunex, as amended by
the First Amendment to Amended and Restated Agreement and Plan of Merger dated
as of July 15, 2002 (the "Merger Agreement"). Pursuant to the Merger
Agreement, Immunex was merged with and into Merger Sub (the "Merger"), with
Merger Sub continuing as the surviving corporation and a wholly owned
subsidiary of Amgen, and each share of Immunex Common Stock outstanding at the
effective time of the Merger was converted into the right to receive 0.44 of a
share of Amgen common stock, par value $0.0001 per share (the "Amgen Common
Stock"), and $4.50 in cash.

As a result of the Merger, the Company exchanged all of its shares of Immunex
Common Stock for 98,286,358 shares of Amgen Common Stock, representing
approximately 7.7% of Amgen's outstanding common stock, and approximately
$1.005 billion in cash. The Amgen Common Stock that the Company received in
the Merger is subject to a Stockholders' Rights Agreement, dated as of
December 16, 2001 (the "Stockholders' Agreement"), by and among Amgen, the
Company and two wholly owned subsidiaries of the Company. Pursuant to the
Stockholders' Agreement, which became effective upon the issuance of the Amgen
Common Stock to the Company, the Company and such wholly owned subsidiaries
agreed to certain standstill, voting, lock-up and sale volume limitation
provisions with respect to the Amgen Common Stock, including a provision
prohibiting the Company, without the consent of Amgen, from disposing of
greater than an aggregate of 20,000,000 shares of Amgen Common Stock in any
calendar quarter, subject to certain exceptions, including the right to
request a limited number of underwritten offerings.

Following the expiration of the 90-day lock-up period, during which the
Company agreed pursuant to the Stockholder's Agreement not to sell any of its
shares of Amgen Common Stock, the Company commenced selling its holdings of
Amgen Common Stock, and in the fourth quarter, obtained the consent of Amgen
to exceed the sale limitation for such quarter. As of December 9, 2002, the
Company has sold 48,750,000 shares of Amgen Common Stock generating gross
proceeds of approximately $2.3 billion and has subsequently sold an additional
5,990,000 shares of Amgen Common Stock. As of December 11, 2002, the Company
holds 43,546,358 shares of Amgen Common Stock, representing approximately 3.4%
of the outstanding shares of Amgen Common Stock based upon the number of
outstanding shares reported in Amgen's most recent Quarterly Report on Form
10-Q.

                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                     WYETH



                                     By:  /s/ Jack M. O'Connor
                                        --------------------------------------
                                        Name:  Jack M. O'Connor
                                        Title: Vice President and Treasurer

Date:  December 12, 2002