AMERICAN CYANAMID CO, 10-K, 1994-03-31

AMERICAN CYANAMID CO
10-K, 1994-03-31
CHEMICALS & ALLIED PRODUCTS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K

(Mark One)
/ x / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 1993
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the Transition period from to

Commission file number 1-3426

AMERICAN CYANAMID COMPANY
(Exact name of registrant as specified in its charter)

Maine 13-0430890
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

One Cyanamid Plaza
Wayne, New Jersey
(Address of principal executive offices) 07470
(Zip Code)

Registrant's telephone number,
including area code (201) 831-2000

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange on
Title of each class which registered
Common Stock, par
value $5 per share New York Stock Exchange

7 3/8% Sinking Fund
Debentures Due 2001 New York Stock Exchange

8 3/8% Sinking Fund
Debentures Due 2006 New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None
(Title of Class)

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]

Aggregate market value of voting stock held by non-affiliates of
the registrant as of January 31, 1994, based upon the closing price
of registrant's common stock ($50.375) on such date as reported on
the composite transaction reporting system including transactions
on the New York Stock Exchange: $4,522,403,888.

Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of January 31, 1994:
89,836,392 shares of Common Stock, par value $5 per share.

DOCUMENTS INCORPORATED BY REFERENCE

Documents Part of Form 10-K

1. Portions of American Cyanamid Parts I and II
Company Annual Report to
Shareholders for the year ended
December 31, 1993

2. Portions of Proxy Statement dated Part III
March 8, 1994 for Annual Meeting
of Shareholders of American Cyanamid
Company

<PAGE>
Item 1. Business.
GENERAL

American Cyanamid Company, a Maine corporation organized in
1907, is a research-based life sciences company which, together
with its subsidiaries (collectively "Cyanamid"), discovers and
develops medical and agricultural products, and manufactures and
markets them throughout the world. Cyanamid operates 17 research
laboratories, and its products are sold by its divisions and
subsidiaries in more than 135 countries.

In December 1993, Cyanamid substantially completed the
spin-off of Cytec Industries Inc. ("Cytec"), which encompassed
substantially all of Cyanamid's chemicals businesses including
plant food, and on January 24, 1994, Cytec common shares were
distributed as a taxable dividend to shareholders. Cyanamid
retained a $200 million preferred stock interest in Cytec. The
chemicals businesses included: chemicals for water treating,
paper, mining and oil field applications; building block chemicals,
including acrylamide, acrylonitrile, melamine and sulfuric acid;
amino resins, sold primarily to the coatings industry for use in
paints; specialty materials, including adhesives and composites for
the aerospace industry; specialty chemicals, including polymer
additives, surfactants and phosphine chemicals; and acrylic fibers.
Cytec assumed responsibility for substantially all liabilities
(including environmental liabilities and liabilities for post-
retirement benefits payable to employees of and retirees from
Cyanamid's former chemicals business) and obligations associated
with Cyanamid's former chemicals businesses (except for
environmental liabilities at one former chemicals plant site - see
Item 3), and agreed to indemnify Cyanamid against such liabilities
and obligations. The Cytec preferred stock issued to Cyanamid
contains various financial covenants designed to ensure that Cytec
retains adequate financial strength to discharge the liabilities
and obligations against which it is indemnifying Cyanamid. The
remedies for breach of these financial covenants include Cyanamid's
right of approval of Cytec's capital expenditure plans (thus
exercising control over cash outlays) and, in certain cases, the
ability by Cyanamid to nominate a majority of the Cytec Board of
Directors. A two-member committee of the Cytec Board of Directors
oversees environmental matters. Cyanamid's representative on the
Cytec Board is one of the members of that committee.

The operating results of the chemicals businesses have been
accounted for as discontinued operations. Accordingly, the 1993
consolidated financial statements exclude amounts for discontinued
operations from items under captions applicable to continuing
operations. The 1992 and 1991 consolidated financial statements
and Form 10-K information and financial statement schedules have
been restated to conform with the 1993 presentation.

"Operations By Business Groups and Geographic Areas" on pages
49 through 51 of the American Cyanamid Company Annual Report to
Shareholders for the year ended December 31, 1993 ("Shareholders
Report") are incorporated by reference.

BUSINESS GROUPS

Medical. Medical products encompass LEDERLE branded and
generic pharmaceutical products; over-the-counter products
including CENTRUM and other multivitamins; LEDERLE-PRAXIS vaccines;
DAVIS & GECK surgical sutures, wound management devices and
instruments for minimally invasive surgery; STORZ ophthalmic, ear,
nose and throat surgical devices, ophthalmic pharmaceuticals and
intraocular lenses; and ACUFEX arthroscopic instruments and
equipment.

On June 1, 1993, Cyanamid and Immunex Corporation, a
biopharmaceutical company based in Seattle, Washington, created a
new biopharmaceutical company by merging Cyanamid's North American
Lederle oncology business with Immunex. Cyanamid also contributed
$350 million in cash to the new company, which retained the Immunex
name. Cyanamid received 53.5% of the common stock of the new
company. See Note 3 to the Consolidated Financial Statements in
the Shareholders Report. Immunex's products consist of LEUKINE
granulocyte-macrophage colony stimulating factor and Lederle's
oncology products: NOVANTRONE mitoxantrone, leucovorin calcium,
thiotepa, methotrexate, AMICAR aminocaproic acid and LEVOPROME
methotrimeprazine.

See Note 3 to the Consolidated Financial Statements in the
Shareholders Report for a description of a global, companywide
restructuring program, and the charges related thereto, primarily
in the medical business, announced in the fourth quarter of 1993.

Agricultural. The agricultural business encompasses
herbicides, such as the imidazolinone herbicides marketed as
SCEPTER, PURSUIT, PURSUIT Plus and SQUADRON for soybeans, PROWL
(marketed as STOMP outside the United States) for soybeans, cotton,
corn, cereals, tobacco and vegetables, ARSENAL for vegetation
control, and ASSERT for wheat and barley; insecticides, such as
COUNTER and THIMET; plant growth regulators, such as CYCOCEL;
animal feed supplements and health products, such as AUREOMYCIN;
and, outside of the United States, AVOTAN, CYDECTIN and CYGRO, and
animal vaccines.

In the fourth quarter of 1993, Cyanamid acquired the crop
protection businesses outside of North America of the Royal-Dutch
Shell Companies. The acquisition included all of the Shell
Companies' crop protection products, including insecticides, such
as TORQUE, FASTAC, RIPCORD and CASCADE; fungicides, such as DELAN
and ACROBAT; and animal health products. It also included a
biosciences research center at Schwabenheim, Germany; a major
formulations facility in Genay, France; and other formulations
sites around the world.

Also in the fourth quarter of 1993, Cyanamid acquired Arthur
Webster Pty. Ltd., a privately-held Australian veterinary
biologicals company to complement its previous acquisitions of
Langford Laboratories and Laboratories Sobrino, S.A. Webster
manufactures vaccine products at its bacterial and viral vaccine
manufacturing facilities in Sydney, Australia.

In recent years, operating earnings of the Agricultural Group
have been concentrated in the first half of the year. The
acquisitions in 1993 are not expected to result in any material
change to this concentration. The sales of imidazolinone herbicide
products in the aggregate accounted for approximately 16.1% of the
sales of Cyanamid in 1993, and 12.9% in 1992 and 11.9% in 1991,
restated to exclude sales of the chemicals business.

INTERNATIONAL OPERATIONS AND EXPORT SALES

Cyanamid products are produced or marketed in approximately
135 countries. United States export sales were $185.4 million in
1993, $178.5 million in 1992, and $164.8 million in 1991.

International operations (exclusive of United States export
sales) accounted for approximately 39.8% in 1993, 41.7% in 1992 and
42.0% in 1991 of net sales to unaffiliated customers. Because
Cyanamid experienced an operating loss of $51.6 million in 1993 due
to one-time, pre-tax charges relating to the Immunex acquisition
and the restructuring program (see Note 3 to the Consolidated
Financial Statements in the Shareholders Report), the calculation
of the percentage of operating earnings attributed to international
operations ($206.5 million) was not meaningful. International
operations accounted for approximately 50.7% and 51.5%,
respectively, of operating earnings in 1992 and 1991.

International operations are subject to various risks which
are not present in domestic operations, including political
instability, the possibility of expropriation, restrictions on
royalties, dividends and currency remittances, instability of
foreign currencies, requirements for governmental approvals for new
ventures and local participation in operations such as local equity
ownership and workers' councils, and difficulty in obtaining
financing for export sales particularly into countries of the
former Soviet Union and Eastern Europe.

Cyanamid is organizing two joint ventures with Chinese
nationals for the manufacture of medical products (mainly vitamins)
and animal feed supplements. Special risks in doing business with
China arise from current debates under most favored nation trading
status under U.S. Trade Laws.

DISTRIBUTION

Business Group Principal Direct Customers

Medical Wholesale and retail drug, food, health and
beauty aid and mass merchandiser outlets,
managed health care companies, hospitals,
physicians, governmental agencies and
ambulatory surgery centers.

Agricultural Manufacturers of finished products, whole-
salers, retailers, farmers and governmental
agencies.

RESEARCH, PATENTS AND TRADEMARKS

Cyanamid maintains 17 research laboratories, located in the
United States, the United Kingdom, Germany, France, Australia,
Canada, Japan, Italy, Brazil, Spain and the Philippines. Costs for
research and process development in 1993, 1992 and 1991 totaled
approximately $595.6 million, $530.7 million and $456.2 million,
respectively.

Cyanamid owns or is licensed under many patents and trademarks
for a variety of products and processes. Cyanamid's important
imidazolinone herbicide products (including SCEPTER and PURSUIT)
are covered by composition of matter and process patents. Many of
Cyanamid's important medical products (including ORIMUNE
poliomyelitis vaccine) are not covered by composition of matter
patents and hence are at greater risk from generic competition than
those products which are so covered. Cyanamid believes that in the
aggregate its rights under patents, trademarks, and licenses are
significant to its operations, but that no single patent, trademark
or license, or any group thereof, is individually material to
Cyanamid, other than the patents covering the imidazolinone
herbicides.

EMPLOYEES

As of December 31, 1993, Cyanamid had approximately 26,550
employees worldwide, of whom approximately 27% are hourly paid.

GOVERNMENT REGULATION

Regulation of Products. In the United States, the manufacture
and sale of medical products for human or animal use are regulated
by the Food and Drug Administration ("FDA"). Cyanamid regularly
has numerous applications for pharmaceutical products, medical
devices, animal health products and animal feed supplements pending
before the FDA. Most applications include results of stringent and
costly testing procedures. As a result of the governmental
investigations relating to CYGRO coccidiostat combinations (see
Item 3) FDA review of Cyanamid's animal health products has been
subject to the FDA's fraud policy, and the FDA has generally
refused to review any of Cyanamid's animal health applications.
With the Justice Department investigation now completed, Cyanamid
anticipates being able to commence procedures with the FDA designed
to remove Cyanamid from the fraud policy. Cyanamid's human
pharmaceutical and vaccine businesses have not been affected by
this matter. The FDA is continuing to consider possible
restriction on the use of sulfamethazine additives (which are sold
by Cyanamid in combination with penicillin and tetracycline
additives) in animal feed.

Reimbursement of expenditures for drugs and medical devices in
state and federally funded programs is regulated by state and
federal authorities. The federal Vaccine For Children entitlement
program signed into law in 1993 as part of the Omnibus Budget
Reconciliation Act ("OBRA") is expected to have an adverse effect
on the sales and earnings of the vaccines business beginning in the
fourth quarter of 1994 because states will be able to purchase
vaccines at federal vaccine prices. In addition, increases in the
federal vaccine prices will be limited to increases in the Consumer
Price Index. OBRA also included provisions which reduced the
federal income tax benefits related to manufacturing activities in
Puerto Rico. The reduction in these Puerto Rico tax benefits will
have an unfavorable impact on Cyanamid's future results of
operations.

The Clinton administration and certain members of Congress
have introduced legislation including various forms of price
regulation which may, if enacted into law, have a significant
impact on the health care industry. In addition, proposals related
to health care alliances, federally mandated spending restrictions,
creation of a Medicare rebate program covering prescription drugs,
and various tax-law changes, if enacted, may have significant
impact on the industry. Cyanamid cannot predict what health care
reform measures will be implemented or the impact of any such
measures on Cyanamid's future results of operations and cost of
doing business.

In the United States, the manufacture and sale of pesticides
are regulated by the Environmental Protection Agency ("EPA").
Cyanamid regularly has numerous applications for pesticides pending
before the EPA. Most applications include results of stringent and
costly testing procedures. No new pesticide, and no existing
pesticide for a new use, may be manufactured, processed or used
without prior notice to the EPA.

The EPA advised Cyanamid that a Special Review under the
Federal Fungicide, Insecticide and Rodenticide Act may be initiated
for two products, COUNTER terbufos and THIMET phorate, primarily on
the basis of suspected avian risk. A Special Review proceeding
could ultimately result in the cancellation of EPA registrations
for both products.

Outside the United States, medical products for human or
animal use and agricultural chemicals are regulated by various
agencies, often by standards which differ from those in the United
States. In addition, pharmaceutical prices are controlled in many
countries, and many countries such as Italy and Germany are
increasingly imposing reimbursement limitations.

Environmental Matters. Federal, state and foreign regulations
impose stringent requirements for the control and abatement of air
and water pollutants and the manufacture, transportation, storage,
labeling, handling and disposal of substances designated hazardous.

Cyanamid is and has been involved in legal and regulatory
proceedings relating to the investigation and cleanup of sites
(both its own and third party sites) where hazardous substances
have been disposed. In connection with the spin-off of Cytec,
Cytec has assumed the environmental liabilities relating to the
chemicals businesses, except for the former chemical business site
at Bound Brook. 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.

For information about pending environmental litigation, see
Item 3, "Legal Proceedings".

Cyanamid is also conducting, and may in the future be required
to conduct, cleanups of its U.S. operating sites, pursuant to the
terms of permits required for the sites and other statutes and
regulations relating to hazardous substances. Cyanamid has
environmental cleanups planned or in progress at several sites
outside the United States including the Genay, France formulations
facility purchased from Shell.

Capital and operating expenditures for environmental
protection in 1993 were approximately $7.5 million and $39.4
million, respectively. Capital expenditures for environmental
control facilities in 1994 are estimated to be about $19.9 million.
Estimates of capital expenditures for environmental control
facilities for 1995 have not yet been completed.

Item 2. Properties.

Cyanamid operates approximately 58 manufacturing, research and
distribution facilities throughout the world. Cyanamid adjusts as
it deems prudent the productive capacity of its manufacturing
facilities. Capital spending, exclusive of acquisitions, in 1993,
1992 and 1991 was approximately $305.5 million, $311.1 million, and
$300.2 million, respectively. In 1994, all planned capital
expenditures are intended either to provide necessary capacity, to
improve the efficiency of production units, to modernize or replace
older facilities or to install equipment for protection of the
environment. Some of the important United States facilities (all
of which are owned by Cyanamid, except as noted), and the business
groups served by such facilities, are:

Bothell, Washington Medical (Immunex)
Bound Brook, New Jersey Medical
Carolina, Puerto Rico Medical
Clearwater, Florida Medical
Danbury, Connecticut Medical
Hannibal, Missouri Agricultural
Manati, Puerto Rico Medical, Agricultural
Mansfield, Massachusetts (leased) Medical
Pearl River, New York Medical, Agricultural
Princeton, New Jersey Agricultural
Sanford, North Carolina Medical
Seattle, Washington Medical (Immunex)
St. Louis, Missouri Medical
Wayne, New Jersey Corporate Headquarters
West Henrietta, New York Medical
Willow Island, West Virginia Agricultural
(leased)

Outside the United States, Cyanamid's principal manufacturing
facilities are located in Argentina, Australia, Brazil, Canada,
France, Germany, Great Britain, Italy, Mexico, Republic of Korea,
Spain, Taiwan and Venezuela.

Item 3. Legal Proceedings.

Deductible amounts under Cyanamid's liability insurance
coverage (particularly product and environmental liability) are
such that Cyanamid must regard itself, for practical purposes, as
self-insured with respect to most events. Cyanamid has a
self-insurance program which provides reserves for costs based on
past claims experience.

Cyanamid and its subsidiaries are parties to numerous suits
and claims arising out of the conduct of business, many of which
involve very large damage claims, including claims for punitive
damages. Included among such suits, as of March 30, 1994, are 22
involving personal injury or death allegedly occurring in
connection with administration of Cyanamid's DTP
(diphtheria-tetanus-pertussis) and oral polio vaccines.

In 1990, Cyanamid's supplier of MAXZIDE triamterene/
hydrochlorothiazide filed suit against Cyanamid alleging breach of
a 1984 exclusive licensing agreement and seeking damages and rights
to the MAXZIDE trademarks and trade dress owned by Cyanamid. After
a trial on the merits in Federal District Court, a jury rejected
the supplier's claims. Plaintiff's time to appeal has not expired.

In 1991, a suit was filed against Cyanamid alleging patent
infringement by Cyanamid in the sale of HibTITER Haemophilus b
conjugate vaccine in the United States and seeking damages. After
trial on the merits, a district court held that the HibTITER
vaccine did not infringe the patent claims cited by the plaintiffs
and that the cited claims were invalid. The Court of Appeals for
the Federal Circuit on October 6, 1993, affirmed the District
Court's holding that the cited patent claims were not infringed.
Plaintiffs filed a Petition for a Writ of Certiorari in the Supreme
Court of the United States on March 7, 1994, which is pending.

Early in 1994, Cyanamid pleaded guilty to a record keeping
misdemeanor and paid a small fine related to allegations that a
company employee had manipulated data related to CYGRO coccidiostat
in combination with other products. The Cyanamid employee involved
has been named in an Information by the government in the District
of Maryland which charges a similar offense.

The Federal Trade Commission has subpoenaed information
concerning (i) Cyanamid's opposition to a petition by another
company to the FDA to reclassify sutures and a patent infringement
lawsuit against that company, (ii) sales of childhood vaccines to
governmental purchasers, and (iii) prices charged for certain
agricultural products. Cyanamid has been informally advised by the
Federal Trade Commission that it has closed its investigation
relating to childhood vaccines.

Cyanamid has been named as one of many defendant
pharmaceutical manufacturers and distributors in a number of
federal and state civil antitrust suits alleging that the
defendants conspired to discriminate against retail druggists by
providing lower prices to mail order pharmacies, health maintenance
organizations and similar purchasers.

As of December 31, 1993, Cyanamid was a party to, or
otherwise involved in, legal proceedings directed at the cleanup of
39 Superfund sites, including the Bound Brook site. As of March
30, 1994, the number of Superfund sites is 40. These 40 sites
include certain sites for which Cytec and Cyanamid have agreed to
share responsibility. See Note 2 to the Consolidated Financial
Statements in the Shareholders Report. In many cases, future
environmental related expenditures cannot be quantified with a
reasonable degree of accuracy. It is Cyanamid's policy to accrue
environmental cleanup costs if it is probable that a liability has
been incurred and an amount is reasonably estimable. As
assessments and cleanups proceed, these liabilities are reviewed
periodically and 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 aggregate
environmental related accruals were $187.3 and $120.4 at December
31, 1993, and 1992, respectively. The increase in the accrual
from 1992 to 1993 relates primarily to the Bound Brook facility and
results from the determination of a method and a cost for
remediating three lagoons at the Bound Brook site. The cost of
cleanups for which Cyanamid remains primarily liable may be in
excess of current environmental related accruals. All accruals
have been recorded without giving effect to any possible future
insurance proceeds. Insurance coverage of various environmental
matters are currently being litigated but potential recoveries, if
any, are unknown at this time. Cash expenditures often lag by a
number of years the period in which an accrual is recorded.

While it is not feasible to predict the outcome of all pending
suits and claims, based on the most recent review by management of
these matters, management is of the opinion that their ultimate
disposition will not have a material adverse effect upon the
consolidated financial position of Cyanamid.

Item 4. Submission of Matters to a Vote of Security Holders.

No matter was submitted during the fourth quarter of
Cyanamid's fiscal year 1993 to a vote of security holders.

Item 10 (in part). Executive Officers of the Registrant.

Year first elected
Name Position to present office Age

Albert J. Costello Director (1990), Chairman 1993 58
of the Board (1993),
Chief Executive
Officer (1993) and Chairman
of the Executive Committee

Frank V. AtLee Director (1990), President 1993 53
(1993), Chairman of Cyanamid
International, and Member of
the Executive Committee

David R. Bethune Group Vice President and 1992 53
Member of the Executive
Committee

David Lilley Group Vice President and 1992 47
Member of the Executive
Committee

William J. Murray Group Vice President and 1992 49
Member of the Executive
Committee

Larry Ellberger Vice President 1992 46

Terence D. Martin Vice President, 1991 50
Treasurer (1994), Chief
Financial Officer (1991),
Chairman of the Committee on
Investment of Pension Funds
and Member of the Executive
Committee

Joseph S. McAuliffe Vice President and 1993 54
General Counsel

William A. Stiller Vice President 1991 42

Paul W. Wood Vice President, External 1990 49
Affairs

All of the executive officers of Cyanamid except Mr. Wood have
held positions involving executive or management functions with
Cyanamid for at least the past five years. Mr. Wood has been
employed at Cyanamid since April 1990. Prior thereto, he had been
Vice President, Investor Relations, of Squibb Corporation and
previously Director, Investor Relations, of Upjohn Company.

The Executive Committee is not a committee of Cyanamid's Board
of Directors.

PART II

Item 5. Market for Registrant's Common Equity and Related
Shareholder Matters.

"Financial Review-Common Stock and Dividends Paid" in the
Shareholders Report on page 33 is incorporated by reference.

Item 6. Selected Financial Data.

"Five-Year Summary" in the Shareholders Report on page 53 is
incorporated by reference.

The selected financial data should be read in conjunction with
the consolidated financial statements. See Item 8.

Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.

"Discussion and Analysis of Financial Condition and Results of
Operations" in the Shareholders Report on pages 54 through 58 is
incorporated by reference.

Item 8. Financial Statements and Supplementary Data.

The consolidated financial statements on pages 35 through 51,
together with the report thereon of KPMG Peat Marwick dated
February 8, 1994, on page 52, and "Financial Review-Quarterly
Results" on page 34, of the Shareholders Report, are incorporated
by reference.

Item 9. Changes In and Disagreements With Accountants
on Accounting and Financial Disclosure.

None.

PART III

Item 10 (in part). Directors and Executive Officers of the
Registrant.

The information set forth on pages 2 through 6 (exclusive of
descriptions of committees of the Board of Directors) under
"Election of Directors" in the Proxy Statement for the Annual
Meeting of Shareholders, dated March 8, 1994, (the "Proxy
Statement") is incorporated by reference. The information
incorporated by reference hereby is also responsive to the
information required by Item 12. See also Item 10 (in part) in
Part I of this Report.

Item 11. Executive Compensation.

The information on pages 14 through 29 of the Proxy Statement,
under "Executive Compensation" and "Directors' Compensation", is
incorporated by reference.

Item 12. Security Ownership of Certain Beneficial Owners
and Management.

See Item 10.

Item 13. Certain Relationships and Related Transactions.

None.

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K.
(a)
1. Financial statements (Incorporated by reference. See Item
8.)

Independent Auditors' Report
Consolidated Statements of Operations
Consolidated Statements of Earnings Employed in the
Business
Consolidated Balance Sheets
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements

2. Financial statement schedules.

Independent Auditors' Report

Financial Statement Schedules for each of the years in the
three-year period ended December 31, 1993:

V - Plants, equipment and facilities
VI - Accumulated depreciation of plants,
equipment and facilities
VIII - Valuation and qualifying accounts
IX - Short-term borrowings

All other schedules have been omitted because they are not
applicable or the information required is shown in the consolidated
financial statements or notes thereto.

3. Exhibits.

(3) A - Restated Articles of Incorporation of Registrant as
amended through April 20, 1987 are incorporated by
reference to Exhibit (3) A of Registrant's Annual
Report on Form 10-K for the year ended December 31,
1987.

B - By-Laws of Registrant as amended through March 10,
1987 are incorporated by reference to Exhibit (3)D
of Registrant's Annual Report on Form 10-K for the
year ended December 31, 1986.

(4) A - Form of Rights Agreement, dated as of March 10,
1986, between American Cyanamid Company and The
Chase Manhattan Bank, N.A., which includes as
Exhibit A thereto the Form of Certificate of
Designation, Rights and Preferences of Series A
Junior Participating Preferred Stock of Registrant,
and as Exhibit B thereto the Form of Rights
Certificate, is incorporated by reference to
Exhibit 1 to the Preferred Stock Purchase Rights
Registration Statement on Form 8-A filed by
Registrant on March 18, 1986.

B - Amendment No. 1, dated April 30, 1986 to Rights
Agreement is incorporated by reference to Form 8
filed by Registrant on May 1, 1986.

C - Amendment No. 2, dated May 18, 1987 to Rights
Agreement is incorporated by reference to Form 8
filed by Registrant on May 19, 1987.

D - Letter Agreement, dated March 2, 1992, appointing
Mellon Bank, N.A. as successor Rights Agent under
the Rights Agreement is incorporated by reference
to Exhibit (4)B of Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1992.

E - See Exhibits (3)A, (3)B, (4)A, (4)B, (4)C and (4)D
for rights of holders of Common Stock.

F - No instrument defining the rights of the holders of
any long-term debt of Registrant or any subsidiary
authorizes issuance of debt securities of 10% or
more of the total assets of the Registrant and its
subsidiaries on a consolidated basis. Accordingly,
Registrant agrees, in lieu of filing any such
instruments, to provide copies thereof to the
Securities and Exchange Commission upon its
request, as contemplated by paragraph (b) (4) (iii)
of Item 601 of Regulation S-K.

(10)
A - Executive Compensation Plans and Arrangements

1 1977 Employees Stock Plan of Registrant, as
amended through August 20, 1985, is
incorporated by reference to Exhibit (10)B of
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1988.

2 Amendments to the 1977 Employees Stock Plan of
Registrant, adopted as of April 21, 1987 and
April 19, 1988, are incorporated by reference
to Exhibit (10)C of Registrant's Annual Report
on Form 10-K for the year ended December 31,
1988.

3 Amendment to the 1977 Employees Stock Plan of
Registrant, adopted as of April 17, 1989, is
incorporated by reference to Exhibit (10)C of
the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1990.

4 Amendment to the 1977 Employees Stock Plan of
Registrant, adopted as of April 20, 1992 is
incorporated by reference to Exhibit (10)B of
Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1992.

5 1984 Employees Stock Plan of Registrant, as
amended through April 17, 1990, is
incorporated by reference to Exhibit (10)D of
the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1990.

6 Amendment to the 1984 Employees Stock Plan of
Registrant, adopted as of April 20, 1992, is
incorporated by reference to Exhibit (10)C of
Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1992.

7 1992 Employees Stock Plan of Registrant,
adopted as of April 20, 1992, is incorporated
by reference to Exhibit (10)A of Registrant's
Quarterly Report on Form 10-Q for the quarter
ended June 30, 1992.

8 Incentive Compensation Plan of Registrant, as
amended through December 21, 1993.

9 Form of Agreement under the Incentive
Compensation Plan of Registrant, adopted as of
August 20, 1985, is incorporated by reference
to Exhibit (10)G of the Registrant's Annual
Report on Form 10-K for the year ended
December 31, 1985.

10 Form of Amendment to Agreement under the
Incentive Compensation Plan of Registrant,
adopted as of April 19, 1988, is incorporated
by reference to Exhibit (10)H of Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1988.

11 Executive Income Continuity Plan of
Registrant, as amended through August 16,
1993.

12 Amendment to the 1977 Employees Stock Plan,
the 1984 Employees Stock Plan, the Executive
Income Continuity Plan, the Supplemental
Employees Retirement Plan and the Agreements
under the Incentive Compensation Plan
(Exhibits (10)F and (10)G hereto) of
Registrant, adopted as of December 20, 1988,
is incorporated by reference to Exhibit (10)J
of Registrant's Annual Report on Form 10-K for
the year ended December 31, 1988.

13 Supplemental Employees Retirement Plan of
Registrant, as amended through February 21,
1989, is incorporated by reference to Exhibit
(10)K of Registrant's Annual Report on Form
10-K for the year ended December 31, 1988.

14 Supplemental Employees Retirement Plan Trust
Agreement, between the Registrant and Morgan
Guaranty Trust Company of New York, dated
September 19, 1989, is incorporated by
reference to Exhibit (10)K of Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1989.

15 ERISA Excess Retirement Plan of Registrant,
adopted as of February 21, 1989, is
incorporated by reference to Exhibit (10)N of
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1988.

16 ERISA Excess Retirement Plan Trust
Agreement, between the Registrant and Morgan
Guaranty Trust Company of New York, dated
September 19, 1989, is incorporated by
reference to Exhibit (10)M of Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1989.

17 Compensation Taxation Equalization Plan of
Registrant, adopted as of February 21, 1989,
is incorporated by reference to Exhibit (10)P
of Registrant's Annual Report on Form 10-K for
the year ended December 31, 1988.

18 Restricted and Deferred Stock Plan for
Non-Employee Directors of Registrant, adopted
as of April 18, 1988, is incorporated by
reference to Exhibit (10)Q of Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1988.

19 Amendment to the Restricted and Deferred Stock
Plan for Non-Employee Directors of Registrant,
adopted as of April 20, 1992, is incorporated
by reference to Exhibit (10)E of Registrant's
Quarterly Report on Form 10-Q for the quarter
ended June 30, 1992.

20 Key Management Group Personal Excess Liability
Insurance Policy made available by the
Registrant to key management personnel, is
incorporated by reference to Exhibit (10)R of
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1988.

21 Form of agreement for deferral of directors'
compensation is incorporated by reference to
Exhibit (10)E to Registrant's Annual Report on
Form 10-K for the year ended December 31,
1980.

22 Form of minimum pension guarantee given to
certain executive officers is incorporated by
reference to Exhibit (10)M of Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1985.

23 Non-Employee Directors Retirement Plan,
adopted as of April 18, 1989 and amended as of
January 1, 1991, is incorporated by reference
to Exhibit (10)S of the Registrant's Annual
Report on Form 10-K for the year ended
December 31, 1990.

24 Non-Employee Directors Retirement Plan Trust
Agreement, between the Registrant and Morgan
Guaranty Trust Company of New York, dated
September 19, 1989, is incorporated by
reference to Exhibit (10)T of Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1989.

25 Supplemental Retirement Plan for Existing
Retirees, adopted as of August 16, 1988, is
incorporated by reference to Exhibit (10)U of
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1989.

26 Form of Trust Agreement to the Supplemental
Retirement Plan for Existing Retirees, adopted
as of August 16, 1988, is incorporated by
reference to Exhibit (10)V of Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1989.

27 Employment Agreement of T. D. Martin, signed
October 17, 1988.

(13) Annual Report to Shareholders for the year ended
December 31, 1993. Except for those portions
thereof which are expressly incorporated by
reference in this Annual Report on Form 10-K, such
Annual Report to Shareholders is furnished for the
information of the Commission and is not deemed
"filed" as part of this Annual Report on Form 10-K.

(21) Subsidiaries of Registrant.

(23) Consent of KPMG Peat Marwick.

(24) A-K Powers of Attorney of F. V. AtLee, D. M. Culver,
A. R. Dragone, R. Halstead, A. J. Levine,
P. W. MacAvoy, V. T. Marchesi, T. D. Martin,
G. J. Sella, Jr., M. Tanenbaum and A. Wexler.

(b)

No reports on Form 8-K were filed during the last quarter of the
period covered by this report.
<PAGE>
Undertaking

For the purposes of complying with the amendments to the rules
governing Form S-8 (effective July 13, 1990) under the Securities
Act of 1933, the undersigned registrant hereby undertakes as
follows, which undertaking shall be incorporated by reference into
registrant's Registration Statements on Form S-8 Nos. 2-61193,
2-76933, 2-95992, 33-34218, 33-50242 and 33-60140.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.

<PAGE>
SIGNATURES

Pursuant to the requirement of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

AMERICAN CYANAMID COMPANY
(Registrant)

DATE: March 30, 1994 By A. J. Costello
A. J. Costello
Chairman and Chief
Executive Officer

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

DATE: March 30, 1994 A. J. Costello
A. J. Costello
Chairman and Chief
Executive Officer
(Principal Executive
Officer and Director)

F. V. AtLee, Director

D. M. Culver, Director

A. R. Dragone, Director

DATE: March 30, 1994 R. Halstead, Director By R. T. Ritter
(Attorney-in
A. J. Levine, Director Fact)

P. W. MacAvoy, Director

V. T. Marchesi, Director

T. D. Martin, Vice President
(Principal Financial
Officer)

R. T. Ritter, Controller
(Principal Accounting
Officer)

G. J. Sella, Jr., Director

M. Tanenbaum, Director

A. Wexler, Director

<PAGE>
Item 14 (a) 2

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
American Cyanamid Company:

Under date of February 8, 1994, we reported on the
consolidated balance sheets of American Cyanamid Company and
subsidiaries as of December 31, 1993 and 1992 and the related
consolidated statements of operations, earnings employed in the
business, and cash flows for each of the years in the three-year
period ended December 31, 1993, as contained in the 1993 annual
report to shareholders. These consolidated financial statements
and our report thereon are incorporated by reference in the
annual report on Form 10-K for the year 1993. In connection
with our audits of the aforementioned consolidated financial
statements, we also have audited the related financial statement
schedules as listed in Item 14(a)2 of the accompanying Form 10-
K. These financial statement schedules are the responsibility
of the Company's management. Our responsibility is to express
an opinion on these financial statement schedules based on our
audits.

In our opinion, such financial statement schedules, when
considered in relation to the basic consolidated financial
statements taken as a whole, present fairly, in all material
respects, the information set forth therein.

As discussed in Note 1 to the consolidated financial
statements, the company adopted the provisions of the Financial
Accounting Standards Board's Statement of Financial Accounting
Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions", and No. 109, "Accounting for
Income Taxes", effective January 1, 1993.

KPMG Peat Marwick

KPMG Peat Marwick
Short Hills, New Jersey
February 8, 1994

<PAGE>
Item 14 (a) 2

<TABLE>
<CAPTION>
AMERICAN CYANAMID COMPANY AND SUBSIDIARIES
SCHEDULE V
<
PLANTS, EQUIPMENT AND FACILITIES

Year ended December 31, 1993
(Millions of dollars)
Other
Changes
Add
(Deduct)
Balance Additions Sales and Translation
Balance
Classification January 1, 1993 at Cost(3) Retirements Adjustments
Other(1) December 31, 1993
<S> <C> <C> <C> <C>
<C> <C>
Land $ 68.8 $ 10.0 $ - $ (2.0) $
59.3 $ 136.1
Buildings 743.7 78.4 9.4 (10.3)
77.0 879.4
Machinery and equipment 1,683.2 223.3 90.7 (30.9)
103.2 1,888.1
Construction in progress 214.2 (6.2) - (4.8)
(.8) 202.4
$2,709.9 $305.5 $100.1 $(48.0)
$238.7 $3,106.0
</TABLE>
<TABLE>
<CAPTION>
ACCUMULATED DEPRECIATION OF
SCHEDULE VI

PLANTS, EQUIPMENT AND FACILITIES

Year ended December 31, 1993
(Millions of dollars)

Additions Other Changes

charged to Add
(Deduct)
Balance costs and Sales and Translation
Balance
Classification January 1, 1993 Expenses(2) Retirements Adjustments
Other(1) December 31, 1993
<S> <C> <C> <C> <C> <C>
<C>
Land $ .9 $ - $ - $ - $
- - $ .9
Buildings 165.8 28.1 7.7 (3.8)
28.5 210.9
Machinery and equipment 980.1 158.8 88.1 (15.3)
88.4 1,123.9
$1,146.8 $186.9 $ 95.8 $(19.1)
$116.9 $1,335.7
<FN>
(1) Other changes principally resulted from business acquisitions, disposals of businesses,
salvage credits, dismantlement
charges and reclassifications.
<FN>
(2) The method of depreciation is disclosed in Note 1 to the Consolidated Financial Statements.
In view of the variety
of plants, equipment and facilities, it is not considered practicable to list the rates
used in determining
depreciation expense. However, the aggregate charge for depreciation was equivalent to
7.2% of the average amount
of depreciable plants, equipment and facilities.
<FN>
(3) Additions to construction in progress represent the net result of cash expenditures and
transfers from construction
in progress.
</TABLE>
PAGE
<PAGE>
<TABLE>
<CAPTION> AMERICAN CYANAMID COMPANY AND SUBSIDIARIES SCHEDULE V

PLANTS, EQUIPMENT AND FACILITIES

Year ended December 31, 1992
(Millions of dollars)

Other Changes
Add (Deduct)
Balance Additions Sales and Translation Balance
Classification January 1, 1992 at Cost Retirements Adjustments Other(1) December 31, 1992
<S> <C> <C> <C> <C> <C> <C>
Land $ 63.5 $ 4.1 $ .3 $ (.1) $ 1.6 $ 68.8
Buildings 679.1 76.5 10.1 (9.3) 7.5 743.7
Machinery and equipment 1,586.2 186.9 50.1 (28.0) (11.8) 1,683.2
Construction in progress 180.5 43.6 - (8.0) (1.9) 214.2
$2,509.3 $311.1 $ 60.5 $(45.4) $(4.6) $2,709.9
</TABLE>
<TABLE>
<CAPTION>

ACCUMULATED DEPRECIATION OF SCHEDULE VI

PLANTS, EQUIPMENT AND FACILITIES

Year ended December 31, 1992
(Millions of dollars)

Additions Other Changes
charged to Add (Deduct)
Balance costs and Sales and Translation Balance
Classification January 1, 1992 Expenses(2) Retirements Adjustments Other(1) December 31, 1992
<S> <C> <C> <C> <C> <C> <C>
Land $ .9 $ - $ - $ - $ - $ .9
Buildings 156.4 24.7 10.2 (2.1) (3.0) 165.8
Machinery and equipment 901.8 147.4 47.2 (15.7) (6.2) 980.1
$1,059.1 $172.1 $ 57.4 $(17.8) $(9.2) $1,146.8
<FN>
(1) Other changes principally resulted from business acquisitions, disposals of businesses, salvage credits, dismantlement
charges and reclassifications.
<FN>
(2) The method of depreciation is disclosed in Note 1 to the Consolidated Financial Statements. In view of the variety
of plants, equipment and facilities, it is not considered practicable to list the rates used in determining
deprecitation expense. However, the aggregate charge for depreciation was equivalent to 7.4% of the average amount
of depreciable plants, equipment and facilities.

</TABLE>
<PAGE>

<PAGE>
<TABLE> AMERICAN CYANAMID COMPANY AND SUBSIDIARIES SCHEDULE V
<CAPTION>
PLANTS, EQUIPMENT AND FACILITIES

Year ended December 31, 1991
(Millions of dollars)
Other Changes
Add (Deduct)
Balance Additions Sales and Translation Balance
Classification January 1, 1990 at Cost(3) Retirements Adjustments Other(1) December 31, 1991
<S> <C> <C> <C> <C> <C> <C>
Land $ 37.8 $ 25.9 $ 1.2 $ (.6) $ 1.6 $ 63.5
Buildings 582.5 119.9 13.0 (9.5) (.8) 679.1
Machinery and equipment 1,457.2 226.8 63.9 (29.2) (4.7) 1,586.2
Construction in progress 259.9 (72.4) - (3.3) (3.7) 180.5
$2,337.4 $300.2 $ 78.1 $(42.6) $(7.6) $2,509.3

</TABLE>
<TABLE>
<CAPTION> ACCUMULATED DEPRECIATION OF SCHEDULE VI

PLANTS, EQUIPMENT AND FACILITIES

Year ended December 31, 1991
(Millions of dollars)

Additions Other Changes
charged to Add (Deduct)
Balance costs and Sales and Translation Balance
Classification January 1, 1990 Expenses(2) Retirements Adjustments Other(1) December 31, 1991
<S> <C> <C> <C> <C> <C> <C>
Land $ .9 $ - $ - $ - $ - $ .9
Buildings 155.3 21.7 12.2 (3.1) (5.3) 156.4
Machinery and equipment 842.7 135.0 52.6 (14.3) (9.0) 901.8
$ 998.9 $156.7 $ 64.8 $(17.4) $(14.3) $1,059.1
<FN>
(1) Other changes principally resulted from business acquisitions, disposals of businesses, salvage credits, dismantlement
charges and reclassifications.
<FN>
(2) The method of depreciation is disclosed in Note 1 to the Consolidated Financial Statements. In view of the variety
of plants, equipment and facilities, it is not considered practicable to list the rates used in determining
depreciation expense. However, the aggregate charge for depreciation was equivalent to 7.3% of the average amount
of depreciable plants, equipment and facilities.
<FN>
(3) Additions to construction in progress represent the net result of cash expenditures and transfers from construction in
progress.
</TABLE>
<PAGE>

<PAGE>
Item 14 (a) 2
<TABLE> SCHEDULE VIII

<CAPTION>
AMERICAN CYANAMID COMPANY AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

Year ended December 31, 1993
(Millions of dollars)

Additions
or (deductions) Other
Balance charged additions Balance
January 1, or (credited) or December 31,
Description 1993 to expenses (deductions) 1993
<S> <C> <C> <C> <C>
Reserves deducted
from related
assets:

Accounts receivable $33.8 $11.7 ($5.4)(1) $40.1

Total investments
and advances and
other assets $67.0 $16.6 ($.6) $83.0

Deferred tax assets $33.9 $61.4(2) ($3.7) $91.6

<FN>
(1) Principally bad debts written off, less recoveries.
<FN>
(2) Principally net operating loss carryforwards assumed in
the acquisition of Immunex Corporation.

</TABLE>
<PAGE>
<PAGE>
<TABLE>

SCHEDULE VIII
<CAPTION>

AMERICAN CYANAMID COMPANY AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

Year ended December 31, 1992
(Millions of dollars)

Additions
or (deductions) Other
Balance charged additions Balance
January 1, or (credited) or December 31,
Description 1992 to expenses (deductions) 1992
<S> <C> <C> <C> <C>
Reserves deducted
from related
assets:

Accounts receivable $30.3 $10.1 $(6.6)(1) $33.8

Total investments
and advances and
other assets $39.0 $28.0 $ - $67.0

<FN>
(1) Principally bad debts written off, less recoveries and exchange.

</TABLE>
<PAGE>

<TABLE>
SCHEDULE VIII
<CAPTION>

AMERICAN CYANAMID COMPANY AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

Year ended December 31, 1991
(Millions of dollars)

Additions
or (deductions) Other
Balance charged additions Balance
January 1, or (credited) or December 31,
Description 1991 to expenses (deductions) 1991
<S> <C> <C> <C> <C>
Reserves deducted
from related
assets:

Accounts receivable $31.5 $8.8 $(10.0)(1) $30.3

Total investments
and advances and
other assets $58.0 $9.1 $(28.1)(2) $39.0

<FN>
(1) Principally bad debts written off, less recoveries.
<FN>
(2) Results mainly from sales of investments with established valuation
allowances.

</TABLE>
<PAGE>
<PAGE>
Item 14 (a) 2
<TABLE> SCHEDULE
IX
<CAPTION>

AMERICAN CYANAMID COMPANY AND SUBSIDIARIES

SHORT-TERM BORROWINGS

Year ended December 31, 1993
(Millions of dollars)

Weighted
Category of average Maximum Average Weighted
aggregate Balance interest rate amount amount average
short-term December 31, December 31, outstanding outstanding interest rate
borrowings 1993 1993 during 1993(3) during 1993(4) during 1993(5)
<S> <C> <C> <C> <C> <C>
Bank borrowings(l) $ 66.4 11.3% $ 45.5 $ 34.1 14.8%

Commercial paper(2) 366.2 3.4% 430.0 255.0 3.2%

$432.6 4.6% $475.5 $289.1 4.6%

<FN>
(1) Bank borrowings are comprised of short-term borrowings principally from foreign banks.
The weighted average interest rates do not include the effect of foreign exchange gains
attributable to the debt, which tend to offset the higher interest rates in highly
inflationary economies.
<FN>
(2) Commercial paper represents short-term domestic borrowings.
<FN>
(3) Represents the maximum aggregate short-term borrowings at any month end during the year.
<FN>
(4) Represents average monthly bank and average daily commercial paper borrowings, as
applicable.
<FN>
(5) Calculated by relating appropriate interest expense to monthly average bank and to daily
average commercial paper borrowings, as applicable.

</TABLE>
PAGE
<PAGE>
<TABLE>
SCHEDULE IX

<CAPTION>
AMERICAN CYANAMID COMPANY AND SUBSIDIARIES

SHORT-TERM BORROWINGS

Year ended December 31, 1992
(Millions of dollars)

Weighted
Category of average Maximum Average
Weighted
aggregate Balance interest rate amount amount average
short-term December 31, December 31, outstanding outstanding interest rate
borrowings 1992 1992 during 1992(3) during 1992(4) during 1992(5)
<S> <C> <C> <C> <C> <C>
Bank borrowings(l) $41.2 13.7% $241.1 $ 71.2 11.5%

Commercial paper(2) 33.0 3.6% 175.3 67.3 4.2%

$74.2 9.1% $416.4 $138.5 8.0%

</TABLE>
<PAGE>

<TABLE>

<CAPTION>
SCHEDULE IX

AMERICAN CYANAMID COMPANY AND SUBSIDIARIES

SHORT-TERM BORROWINGS

Year ended December 31, 1991
(Millions of dollars)

Weighted
Category of average Maximum Average Weighted
aggregate Balance interest rate amount amount average
short-term December 31, December 31, outstanding outstanding interest rate
borrowings 1991 1991 during 1991(3) during 1991(4) during 1991(5)
<S> <C> <C> <C> <C> <C>
Bank borrowings(l) $ 89.8 12.5% $ 96.5 $ 75.2 14.8%

Commercial paper(2) 76.4 5.0% 93.7 62.6 6.1%

$166.2 8.7% $190.2 $137.8 10.9%

</TABLE>
<PAGE>

<PAGE>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K

(Mark One)
/ x / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 1993
OR
/ /TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the Transition period from to
Commission file number 1-3426

AMERICAN CYANAMID COMPANY

(Exact name of registrant as specified in its charter)

Maine 13-0430890
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

One Cyanamid Plaza
Wayne, New Jersey
(Address of principal executive offices) 07470
(Zip Code)

Registrant's telephone number,
including area code (201) 831-2000

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange on
Title of each class which registered
Common Stock, par
value $5 per share New York Stock Exchange

7 3/8% Sinking Fund
Debentures Due 2001 New York Stock Exchange

8 3/8% Sinking Fund
Debentures Due 2006 New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None
(Title of Class)
EXHIBITS<PAGE>
INDEX TO EXHIBITS

(3) A - Restated Articles of Incorporation of Registrant
as amended through April 20, 1987 are incorporated
by reference to Exhibit (3) A of Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1987.

B - By-Laws of Registrant as amended through March 10,
1987 are incorporated by reference to Exhibit (3)D
of Registrant's Annual Report on Form 10-K for the
year ended December 31, 1986.

(4) A - Form of Rights Agreement, dated as of March 10,
1986, between American Cyanamid Company and The
Chase Manhattan Bank, N.A., which includes as
Exhibit A thereto the Form of Certificate of
Designation, Rights and Preferences of Series A
Junior Participating Preferred Stock of
Registrant, and as Exhibit B thereto the Form of
Rights Certificate, is incorporated by reference
to Exhibit 1 to the Preferred Stock Purchase
Rights Registration Statement on Form 8-A filed by
Registrant on March 18, 1986.

B - Amendment No. 1, dated April 30, 1986 to Rights
Agreement is incorporated by reference to Form 8
filed by Registrant on May 1, 1986.

C - Amendment No. 2, dated May 18, 1987 to Rights
Agreement is incorporated by reference to Form 8
filed by Registrant on May 19, 1987.

E - See Exhibits (3)A, (3)B, (4)A, (4)B, (4)C and (4)D
for rights of holders of Common Stock.

F - No instrument defining the rights of the holders
of any long-term debt of Registrant or any
subsidiary authorizes issuance of debt securities
of 10% or more of the total assets of the
Registrant and its subsidiaries on a consolidated
basis. Accordingly, Registrant agrees, in lieu of
filing any such instruments, to provide copies
thereof to the Securities and Exchange Commission
upon its request, as contemplated by paragraph (b)
(4) (iii) of Item 601 of Regulation S-K.

(10)
A - Executive Compensation Plans and Arrangements

2 Amendments to the 1977 Employees Stock Plan
of Registrant, adopted as of April 21, 1987
and April 19, 1988, are incorporated by
reference to Exhibit (10)C of Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1988.

8 Incentive Compensation Plan of Registrant, as
amended through December 21, 1993.

9 Form of Agreement under the Incentive
Compensation Plan of Registrant, adopted as
of August 20, 1985, is incorporated by
reference to Exhibit (10)G of the
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1985.

11 Executive Income Continuity Plan of
Registrant, as amended through August 16,
1993.

19 Amendment to the Restricted and Deferred
Stock Plan for Non-Employee Directors of
Registrant, adopted as of April 20, 1992, is
incorporated by reference to Exhibit (10)E of
Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1992.

20 Key Management Group Personal Excess
Liability Insurance Policy made available by
the Registrant to key management personnel,
is incorporated by reference to Exhibit (10)R
of Registrant's Annual Report on Form 10-K
for the year ended December 31, 1988.

21 Form of agreement for deferral of directors'
compensation is incorporated by reference to
Exhibit (10)E to Registrant's Annual Report
on Form 10-K for the year ended December 31,
1980.

22 Form of minimum pension guarantee given to
certain executive officers is incorporated by
reference to Exhibit (10)M of Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1985.

23 Non-Employee Directors Retirement Plan,
adopted as of April 18, 1989 and amended as
of January 1, 1991, is incorporated by
reference to Exhibit (10)S of the
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1990.

26 Form of Trust Agreement to the Supplemental
Retirement Plan for Existing Retirees,
adopted as of August 16, 1988, is
incorporated by reference to Exhibit (10)V of
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1989.

27 Employment Agreement of T. D. Martin, signed
October 17, 1988.

(21) Subsidiaries of Registrant.

(23) Consent of KPMG Peat Marwick.

(24) A-K Powers of Attorney of F. V. AtLee, D. M. Culver,
A. R. Dragone, R. Halstead, A. J. Levine,
P. W. MacAvoy, V. T. Marchesi, T. D. Martin,
G. J. Sella, Jr., M. Tanenbaum and A. Wexler.

INCENTIVE COMPENSATION PLAN

AMERICAN CYANAMID COMPANY
(As amended through December 21, 1993)

1. Definitions. For the purposes of this Plan, unless the context
otherwise requires, the following terms have the meanings respec-
tively indicated:

(a) "Average Common Stock Equity", when used with respect
to a particular fiscal year, means an amount equal to the sum
of (i) the aggregate stated or par value of the average net
number of shares of common stock of the Company outstanding
during such year and (ii) the average capital surplus and the
average earned surplus (earnings employed in the business) of
the Company and subsidiaries on a consolidated basis for such
year.

(b) "Beneficiary", when used with respect to a particular
Participant, means one or more persons or entities (including
a trust or estate) designated by such Participant, at any time
or from time to time in such manner as the Committee shall
determine, to receive any payment hereunder at or after such
Participant's death. If, at the time when any amount on
account of any one or more of the Participant's allotments or
awards shall become payable at or after the death of such
Participant, there shall not be in existence any person or
entity so designated, then "Beneficiary" means the estate of
such Participant.

(d) "Common Stock Account" means the account established
in the name of a Participant, as specified in Paragraph 6, into
which Deferred Stock Awards are deferred.

(e) "Company" means American Cyanamid Company, a corpo-
ration of the State of Maine.

(f) "Compensation Committee" and "the Committee" mean the
committee provided for in Paragraph 2.

(g) "Consolidated Net Income", when used with respect to
a particular fiscal year, means (i) the net earnings of the
Company and subsidiaries, as reported in their earnings state-
ments in the Company's annual report to stockholders, as
certified by the independent accountants who shall have exam-
ined the consolidated financial statements of the Company and
subsidiaries for such fiscal year, plus (ii) any Incentive
Compensation Amount (minus any related decrease in taxes on
income) included as an item of expense in such earnings state-
ments, minus (iii) six (6%) percent of Average Common Stock
Equity during such year, and minus (iv) an amount equal to the
dividends required to be paid with respect to such year in
accordance with the terms of any then outstanding preferred
stock of the Company.

(h) "Current Allotment" means an allotment made pursuant
to Paragraph 3(a).

(i) "Deferred Cash Account" means the account established
in the name of a Participant, as specified in Paragraph 6, into
which Deferred Cash Awards are deferred.

(j) "Deferred Cash Award" means the amount of any Current
Allotment made pursuant to Paragraph 3(a) or Performance
Allotment made pursuant to Paragraph 3(b) which is to be
credited to a Deferred Cash Account and paid in the future in
cash pursuant to Paragraph 9.

(k) "Deferred Stock Award" means the amount of any Current
Allotment made pursuant to Paragraph 3(a) or Performance
Allotment or Performance Share Allotment made pursuant to Para-
graph 3(b) which is to be credited to a Common Stock Account
and paid in common stock of the Company in the future pursuant
to Paragraph 9.

(l) "Dividend Equivalent" means an amount equal to any
dividend, other than a dividend in common stock of the Company,
which would have been paid with respect to common stock credit-
ed to the account of a Participant in a Common Stock Account
if such common stock had actually been issued to such Partici-
pant on the record date for such dividend.

(m) "Eligible Employee", when used with respect to a
particular fiscal year, means a person who shall have been an
employee of the Company or any of its subsidiary or affiliated
companies (including officers of the Company) at any time
during such fiscal year and who shall have been at such a
salary level during such fiscal year as shall be determined by
the Committee with respect to such fiscal year as necessary for
eligibility for grants of allotments under the Plan.

(n) "Incentive Compensation Amount", when used with
respect to a particular fiscal year, means the amount which the
Committee shall determine shall be available for allotment as
incentive compensation under the Plan from the earnings of the
Company and subsidiaries for such fiscal year; provided,
however, that such amount shall not be in excess of eleven
(11%) percent of Consolidated Net Income for such year; and
provided further, however, that the Committee, in fixing the
Incentive Compensation Amount with respect to a particular
fiscal year, may, but shall not be obligated to, adjust Consol-
idated Net Income upward or downward to eliminate, in whole or
in part, the effects of any item deemed by the Committee in its
discretion to be extraordinary or unusual, whether or not so
classified under generally accepted accounting principles
(including, without limitation, adjustments to record the
cumulative adjustments or one-time costs associated with the
effects of changes in accounting methods or standards or
associated with the effects of acquisitions or divestitures)
or other items deemed by the Committee not to be reflective of
those earnings results on which incentive compensation should
be based. In the event of such adjustment, the calculation of
Average Common Stock Equity with respect to such fiscal year
(and subsequent fiscal years if the Committee specifically so
determines) may be adjusted by the Committee to the extent
deemed by it to be appropriate consistent with such adjustment
to Consolidated Net Income.

(o) "Incentive Compensation Plan" and "the Plan" mean this
incentive compensation plan of the Company.

(p) "Interest Equivalent" means an amount equivalent to
interest on the amount credited to any Deferred Cash Account,
at a rate (not in excess of the "prime" rate announced from
time to time by Morgan Guaranty Trust Company of New York or
its successor or such other bank as the Committee may designate
from time to time), calculated in the manner, and accrued,
compounded and credited at the times, specified in rules and
regulations of general application established by the Commit-
tee.

(q) "Participant" means a person to whom an allotment
shall have been made pursuant to Paragraphs 3(a) or 3(b), not
including, however, any person to whom an allotment shall have
been made pursuant to Paragraph 3(c).

(r) "Performance Allotment" means an allotment designated
as such and denominated in cash, made pursuant to Paragraph
3(b), with respect to which the criteria for payment are
established pursuant to Paragraph 5.

(s) "Performance Period", when used with respect to any
particular Performance Allotment or Performance Share Allot-
ment, means such number of consecutive fiscal years as shall
be determined by the Committee, the first year of which shall
be the fiscal year with respect to which such Performance
Allotment or Performance Share Allotment is made.

(t) "Performance Share Allotment" means an allotment
designated as such and denominated in shares of common stock
of the Company, made to Participants pursuant to Paragraph
3(b), with respect to which the criteria for award are estab-
lished pursuant to Paragraph 5.

(u) "Restricted Stock" means shares of common stock of the
Company paid to a Participant in accordance with Paragraph 10
and as to which the terms and conditions giving rise to the
possibility of forfeiture of such shares have not yet lapsed.

2. Administration of the Plan. The Plan shall be administered by
the Compensation Committee, consisting of such number of members of
the Board, but not less than two (2), as shall be appointed by the
Board and shall serve at the pleasure of the Board. Membership on
the Committee shall be restricted to Directors who are not eligible
to participate in the Plan and who were not, during the one year
prior to service on the Committee, or during such service, granted
or awarded equity securities pursuant to the Plan or any other plan
of the Company or any of its affiliates other than a plan (a) which
(i) either (A) states the amount and prices of securities to be
awarded to designated officers and directors or categories of
officers and directors, though not necessarily to others who may
participate in the Plan, and specifies the timing of the awards to
officers and directors, or (B) sets forth a formula that determines
the amount, price and timing, using objective criteria such as
earnings of the Company, value of the securities, years of service,
job classification, and compensation level; and (ii) provides that
the foregoing provisions shall not be amended more than once every
six months, other than to comport with changes in the Internal
Revenue Code of 1986, as amended (the "Code"), the Employee Retire-
ment Income Security Act of 1974, as amended ("ERISA"), or the
respective rules thereunder; or (b) under which such director may
elect to receive an annual retainer fee in either cash or in an
equivalent amount of securities, or partly in cash and partly in
securities. All expenses of administering the Plan, including
reasonable compensation to the members of the Committee, shall be
borne by the Company.

3. Determination of Allotments or Shares.

(a) As soon as practicable after the Committee shall have
determined the Incentive Compensation Amount with respect to
any fiscal year, Current Allotments may be awarded as follows:

(i) the Committee may allot, with respect to such fiscal
year, such portion, if any, of such Incentive Compensation
Amount (plus any carry-over from prior years in accordance
with Paragraph 4(c)), in such amounts as in its absolute
discretion it shall deem proper, to and among a group
comprising all Eligible Employees who shall occupy or
shall have occupied the position of Chairman of the Board,
Chief Executive Officer, Vice Chairman, President, Vice
President, Treasurer, Controller or Secretary of the
Company, or shall be or shall have been a member of the
Board of Directors, at the time of such allotment or at
any time during such fiscal year; and

(ii) the Chief Executive Officer of the Company or, in the
absence or inability of the Chief Executive Officer to
act, the Committee may allot, with respect to such fiscal
year, such further portion, if any, of such Incentive
Compensation Amount (plus any carry-over from prior years
in accordance with Paragraph 4(c)), in such amounts as the
Chief Executive Officer or the Committee, as the case may
be, in their respective absolute discretion, shall from
time to time direct, to and among other Eligible Employ-
ees.

(b) At any time prior to January 1 of the final year of
the Performance Period of Performance Allotments or Performance
Share Allotments relating to a particular fiscal year, such
Performance Allotments or Performance Share Allotments may be
awarded as follows:

(i) the Committee may make such Performance Allotments
or Performance Share Allotments, in such respective
amounts or numbers of shares of common stock of the
Company as in its absolute discretion it shall deem
proper, to and among a group comprising all Eligible
Employees who shall occupy or shall have occupied the
position of Chairman of the Board, Chief Executive Offi-
cer, Vice Chairman, President, Vice President, Treasurer,
Controller or Secretary of the Company, or shall be or
shall have been a member of the Board of Directors, at the
time of such action or at any time during such fiscal
year; and

(ii) the Chief Executive Officer of the Company or, in the
absence or inability of the Chief Executive Officer to
act, the Committee may make such Performance Allotments
or Performance Share Allotments, in such respective
amounts or numbers of shares of common stock of the
Company as the Chief Executive Officer or the Committee,
as the case may be, in their respective absolute discre-
tion, shall from time to time direct, to and among other
Eligible Employees.

(c) If an Eligible Employee with respect to a particular
fiscal year shall die prior to the making of the allotments
with respect to such fiscal year, the Committee or the Chief
Executive Officer of the Company, as the case may be, in the
absolute discretion of the Chief Executive Officer or Committee
may, but is in nowise required to, designate one or more
relatives by blood, marriage or adoption of such Eligible
Employee as eligible for an allotment in respect of such fiscal
year, in which case such allotment shall be made pursuant to
Paragraph 3(a). Any such allotment shall be paid in cash and
may be paid in one or more installments over a period not in
excess of ten years, in each case as the Committee or the Chief
Executive Officer of the Company, as the case may be, may, in
their respective absolute discretion, determine.

4. Charges Against Incentive Compensation Amount.

(a) Neither Interest Equivalents, Dividend Equivalents nor
dividends on Restricted Stock, whether paid currently or
accrued as part of the Deferred Cash Account or the Common
Stock Account, shall be charged against the Incentive Compen-
sation Amount for any fiscal year.

(b) Current Allotments for any particular fiscal year and
Performance Allotments or Performance Share Allotments to the
extent that amounts relating to any portion of a Performance
Period are chargeable to the Incentive Compensation Amount for
such fiscal year as determined by the Committee pursuant to
rules and regulations of general application, shall be charged,
first, against the Incentive Compensation Amount for such
fiscal year and, second, against any unutilized amounts from
Incentive Compensation Amounts for prior fiscal years as
provided in Paragraph 4(c), commencing with the earliest of
such prior years, in the following order of priority:

(i) Current Allotments; and

(ii) Performance Allotments or Performance Share
Allotments.

If the Incentive Compensation Amount for such fiscal year plus
all such unutilized amounts from Incentive Compensation Amounts
for prior fiscal years shall be insufficient to provide in full
for the charges with respect to such Current Allotments and
Performance Allotments or Performance Share Allotments, first
such Performance Allotments or Performance Share Allotments,
and second (after all charges with respect to such Performance
Allotments or Performance Share Allotments shall have been
eliminated) such Current Allotments, shall be reduced in the
same proportion as the amount available for such allotments
bears to the aggregate amount of all such allotments.

(c) The Incentive Compensation Amount for any fiscal year,
to the extent not utilized for such year, may, in the discre-
tion of the Committee, be carried forward and added to the
Incentive Compensation Amount for any of the five (5) succeed-
ing fiscal years.

5. Payment of Allotments.

(a) Except to the extent deferred pursuant to Paragraph
6 or paid pursuant to Paragraph 10, Current Allotments shall
be paid in full in cash as soon as practicable after such
allotments shall have been made.

(b) Except to the extent deferred pursuant to Paragraph
6 or paid pursuant to Paragraph 10, Performance Allotments
shall be paid in full in cash and Performance Share Allotments
in common stock, to the extent they become payable pursuant to
Paragraph 5(c), as soon as practicable after the end of the
applicable Performance Period and after the amount payable with
respect to such Performance Allotments or Performance Share
Allotments shall have been determined.

(c) With respect to each Performance Allotment or Per-
formance Share Allotment, the Performance Period and the
criteria which must be achieved before such Performance Allot-
ment or Performance Share Allotment may be paid in whole or in
part shall be determined according to rules and regulations of
general application which shall be established by the Committee
in its absolute discretion; provided, however, that at any time
within the Performance Period the Committee may change the
criteria that must be achieved for payment in whole or in part
of such Performance Allotment or Performance Share Allotment,
and the Committee (with respect to Eligible Employees who, at
the time in question, occupy one of the positions specified in
Paragraph 3(b)(i)) and the Committee or the Chief Executive
Officer (with respect to all other Eligible Employees) may
increase or decrease the amount of any Performance Allotment
or Performance Share Allotment granted to any Eligible Employee
pursuant to Paragraph 3(b) by such amount as, in the sole
discretion of the Chief Executive Officer or the Committee, as
the case may be, they may deem appropriate. Performance
Allotments or Performance Share Allotments shall be paid only
if, and to the extent that, the criteria established by the
Committee and set forth in said rules and regulations are
achieved.

(d) If a Participant, prior to the end of the Performance
Period with respect to any Performance Allotment or Performance
Share Allotment, shall cease to be an employee for any reason,
the Company's obligation to make any payment of any such
Performance Allotment or Performance Share Allotment to such
Participant or his Beneficiary shall forthwith terminate,
except as may otherwise be provided in the Committee's rules
of general application or except as may otherwise be determined
by the Committee in its sole discretion.

6. Deferred Stock and Cash Awards. The Committee, pursuant to
its rules and regulations of general application may permit or
require all or any portion of a Current Allotment or Performance
Allotment to be deferred in the form of (i) a Deferred Stock Award,
(ii) a Deferred Cash Award, or (iii) any combination of Deferred
Stock Award or Deferred Cash Award and may permit or require all or
any portion of a Performance Share Allotment to be deferred in the
form of a Deferred Stock Award. Any portion of a Current Allotment
deferred as a Deferred Stock Award or a Deferred Cash Award shall
be credited, respectively, to the Participant's Common Stock Account
or Deferred Cash Account on the date that the award of the Current
Allotment is made. Portions of Performance Allotments deferred as
a Deferred Stock Award or Deferred Cash Award shall be credited,
respectively, to the Common Stock Account or Deferred Cash Account
on the date on which the amount payable with respect to such Perfor-
mance Allotment is determined. Portions of Performance Share
Allotments deferred as a Deferred Stock Award shall be credited to
the Participant's Common Stock Account on the date on which the
amount payable with respect to such Performance Share Allotment is
determined. The Common Stock Account and Deferred Cash Account
shall each be maintained on the books of the Company, but actual
funds and common stock shall not be maintained in such accounts.

7. Credits to Common Stock Accounts for Performance Allotments and
Performance Share Allotments.

(a) The number of shares of common stock (including
fractional shares) to be credited to a Participant's Common
Stock Account with respect to such Participant's Deferred Stock
Award based on Performance Allotments will be determined by
dividing the Deferred Stock Award by the average closing price
of the common stock as reported on the New York Stock Exchange
Consolidated Tape for the first twenty of the twenty-five
trading days immediately preceding the date on which the amount
to be deferred is determined. The number of shares of common
stock (including fractional shares) to be credited to a Par-
ticipant's Common Stock Account with respect to such Partici-
pant's Deferred Stock Award based on Performance Share Allot-
ments will be the number of shares and fractional shares of
which such Performance Share Allotment is comprised.

(b) The shares of common stock (including fractional
shares) credited to a Participant's Common Stock Account will
bear Dividend Equivalents from the date on which the Deferred
Stock Award is credited to the Common Stock Account, as provid-
ed in Paragraph 6, to and including the date, determined as
provided in Paragraph 9(a) or Paragraph 9(c), on which the
amount credited to such Participant in the Common Stock Account
shall be deemed to have been paid to such Participant or such
Participant's Beneficiary. Such Dividend Equivalents, unless
paid currently as provided in Paragraph 9(e), will be credited
to such Participant's account as additional common stock. The
number of shares of common stock (including fractional shares)
to be credited to a Participant's Common Stock Account with
respect to that Participant's Dividend Equivalents will be
determined by dividing the Dividend Equivalents by the closing
price of the common stock on the New York Stock Exchange
Consolidated Tape for the day on which the related dividend is
paid.

(c) If any dividend is paid on the common stock of the
Company other than in cash or common stock, the Committee
shall, for the purposes of Paragraphs 7(b) and 9(e), determine
the fair market value in cash of such dividend, and such
determination of the Committee shall be conclusive.

(d) Payments in common stock of the Company under the Plan
shall be made either from treasury stock or previously unissued
common stock. The Company shall be under no obligation to
acquire the common stock in which any payment in respect of a
Deferred Stock Award is to be made, or to authorize the issu-
ance of such shares, at any time prior to the date on which
such payment shall be due.

(e) If, after the date of the Deferred Stock Award, but
prior to complete payment of any Deferred Stock Award as deter-
mined pursuant to Paragraph 9(a) or Paragraph 9(c), the number
of issued shares of common stock of the Company shall be in-
creased by a stock dividend, split-up or other change, or shall
be decreased by a combination or other change, the number of
shares of common stock in such Participant's Common Stock
Account, or the unpaid portion thereof, shall be increased or
decreased, as the case may be, so as to give effect to the
extent practicable to such stock dividend, split-up, combina-
tion or other change.

8. Credits to Deferred Cash Accounts. Amounts credited to a
Participant's Deferred Cash Account will bear Interest Equivalents
from the date on which the Deferred Cash Award is credited to the
Deferred Cash Account, as provided in Paragraph 6, to and including
the date, determined as provided in Paragraph 9(a) or Paragraph
9(c), on which the amount credited to such Participant in the
Deferred Cash Account shall have been deemed to have been paid to
such Participant or his Beneficiary. Such Interest Equivalents,
unless paid currently as provided in Paragraph 9(e), will be credit-
ed to such Participant's Deferred Cash Account.

9. Payments from Common Stock Accounts and Deferred Cash Accounts.

(a) Subject to the provisions set forth in Paragraph 9(c),
payment of the total amount credited to the name of a Partic-
ipant in a Common Stock Account or a Deferred Cash Account
shall be made to the Participant or, in case of death of the
Participant prior to the commencement of payments on account
of such total amount, to the Participant's Beneficiary, in
sixty (60) quarterly installments commencing the first day of
the calendar quarter, or as soon thereafter as shall be practi-
cable, following the date on which such Participant shall
cease, by reason of death or otherwise, to be an employee. The
amount of each payment shall be the amount credited to such
Participant in the Common Stock Account Or Deferred Cash
Account, as the case may be, multiplied by a factor, the
numerator of which is one (1) and the denominator of which is
the number of quarterly installments remaining to be paid under
this paragraph. If the aggregate number of shares of common
stock in which the total amount credited to a Common Stock
Account shall be payable shall not be divisible into whole
shares by the applicable number of installments, each install-
ment except the last shall consist of the nearest number of
whole shares into which such aggregate number of shares shall
be divisible by the applicable number of installments. The
last installment shall consist of the total amount of whole
shares of common stock remaining credited to such account and
any fractional share shall be paid in cash.

(b) In case of the death of a Participant after the
commencement of payments to such Participant on account of the
total amount in the Participant's Common Stock Account or
Deferred Cash Account, the then remaining unpaid portion
thereof shall continue to be paid in installments, at such
times and in such manner as if such Participant were living,
to the Beneficiary of such Participant.

(c) With respect to the total amount in a Common Stock
Account or Deferred Cash Account, or the then remaining unpaid
portion thereof, which shall be payable to any Participant who
shall no longer be an employee of the Company or one of its
subsidiary or affiliated companies or to the Beneficiary of any
Participant, the Committee shall possess absolute discretion
to accelerate the time of payment of such total amount or
remaining unpaid portion, in whole or in part, as the case may
be, to any extent that, in its absolute discretion, it shall
deem equitable or desirable under the circumstances. In
addition, the Committee shall possess absolute discretion to
accelerate to any extent such total amount or remaining unpaid
portion, even while a Participant remains an employee, if there
occurs financial hardship or any other event which the Commit-
tee deems, in its absolute discretion, to constitute an ex-
traordinary circumstance.

(d) Notwithstanding anything in the previous paragraphs
of this Paragraph 9, no shares of common stock shall be trans-
ferred to any Participant who is an officer or director at the
time of transfer, less than six months after such shares have
been credited to the Common Stock Account of such Participant.

(e) The Committee may establish procedures pursuant to
which Dividend Equivalents or Interest Equivalents or both may
be paid in cash to a Participant or the Beneficiary of such
Participant at the time such amounts accrue, rather than being
deferred in a Common Stock Account or Deferred Cash Account.

10. Restricted Stock.

(a) The Committee, pursuant to its rules and regulations
of general application, may require or permit all or any
portion of a Current Allotment, a Performance Allotment or
Performance Share Allotment to be paid in the form of Restrict-
ed Stock. The number of whole shares of common stock to be
paid to a Participant as Restricted Stock will be determined
by dividing the portion of a Participant's Current Allotment
or Performance Allotment or Performance Share Allotment to be
paid as Restricted Stock by the average closing price of the
common stock as reported on the New York Stock Exchange Consol-
idated Tape for the first twenty of the twenty-five trading
days immediately preceding the date on which the amount of such
allotment to be paid as Restricted Stock is determined. The
value of any fractional share will be paid to such Participant
in cash.

(b) The Committee shall determine, with respect to each
issue of Restricted Stock a Restricted period of not less than
one year during which the Restricted Stock may not be trans-
ferred or encumbered by the Participant or his Beneficiary.
In addition, the Committee shall determine all conditions (such
as, but not limited to, continued employment with the Company
or one of its subsidiary or affiliated companies) to the
lapsing of restrictions with respect to such grant, and shall
provide for the forfeiture of such shares if all such terms and
conditions are not met. The Committee may, however, waive any
forfeiture on any basis which it deems appropriate in connec-
tion with terminations resulting from death, disability or
retirement or involving, in the Committee's sole discretion,
other exceptional circumstances. The Committee's determination
as to whether a forfeiture has occurred or may be waived shall
be conclusive.

(c) During the restricted period and until such time as
the Restricted Shares are forfeited, the Participant or the
Beneficiary of such Participant shall be entitled to vote the
shares as a stockholder of the Company and to receive all
dividends in respect of such shares. At the end of the re-
stricted period, if the Restricted Shares have not been for-
feited, the restrictions shall lapse.

11. Certain Provisions Relating to Participation.

(a) No Participant or any person claiming under or through
him shall have any right or interest, whether vested or other-
wise, in the Plan or in any allotment, award or account hereun-
der, contingent or otherwise, or in any Dividend Equivalents,
unless and until all the terms, conditions and provisions of
the Plan that affect such Participant or such other person
shall have been complied with as specified herein. Nothing
contained in the Plan shall require the Company to segregate
or earmark any cash, shares of stock or other property.
Neither the adoption of the Plan nor its operation shall in any
way affect the right and power of the Company to dismiss or
discharge any Participant at any time.

(b) No rights under the Plan, contingent or otherwise,
shall be assignable or subject to any encumbrance, pledge or
charge of any nature, except that a Participant may designate
a Beneficiary pursuant to the provisions of the Plan. If any
Participant shall attempt to assign any or all of the rights
of such Participant under the Plan in violation of the provi-
sions of this paragraph, the Company's obligation to make any
further payment to such Participant or the Beneficiary of such
Participant shall forthwith terminate. If any Beneficiary
shall attempt so to assign any or all of the rights of such
Beneficiary, the Company's obligation to make any further
payment to such Beneficiary shall forthwith terminate. The
determination as to whether an event has occurred resulting in
a termination or reduction of the Company's obligation in
accordance with the foregoing provisions of this paragraph or
in accordance with the applicable rules and regulations of the
Committee shall be made by the Committee in its absolute
discretion, and the decision of the Committee with respect
thereto shall be conclusive.

(c) By accepting any benefits under the Plan, each Partic-
ipant, and each person claiming under or through such Partici-
pant, shall be conclusively deemed to have indicated his
acceptance and ratification of, and consent to, any action or
decision taken or made or to be taken or made under the Plan
by the Company, the Board of Directors, the Chief Executive
Officer of the Company, or the Committee.

(d) If the Company is required to withhold any tax in
respect of any interest of a Participant or the Beneficiary of
such Participant under this Plan, the Company shall have the
right to reduce such interest by an amount sufficient to
provide the amount of tax required to be withheld. In lieu of
such reduction, however, the Company may permit the Participant
or the Beneficiary of such Participant to pay or reimburse the
Company for any taxes required to be withheld by the Company
in respect of such interest in the Plan.

12. General Provisions.

(a) The Committee shall have full power to construe and
interpret the Plan. Any action taken or decision made by the
Company, the Board of Directors or the Committee, arising out
of or in connection with the construction, administration,
interpretation or effect of the Plan or of any rules and
regulations adopted thereunder, shall lie within its absolute
discretion, and shall be conclusive and binding upon all
Participants and all persons claiming under or through any
Participant.

(b) The Board of Directors and the Committee may rely upon
any information supplied to them by any officer of the Company
or by the Company's independent public accountants, and may
rely upon the advice of such accountants or of counsel, in
connection with the administration of the Plan, and shall be
fully protected in relying upon such information or advice.

(c) No member of the Board of Directors or of the Com-
mittee shall be liable for any act or failure to act of any
other member, or of any officer, agent or employee, of such
Board or the Committee, as the case may be, or for any act or
failure to act of such member, except on account of that
member's own acts done in bad faith. The fact that a member
of the Board of Directors shall then be, shall theretofore have
been or thereafter may be a Participant shall not disqualify
him from voting at any time as a director in favor of or
against any amendment or alteration of the Plan, provided that
such alteration or amendment shall provide no benefit for
directors as such, and provided further that such amendment or
alteration shall be of general application.

(d) Headings are given to the paragraphs of this Plan
solely as a convenience to facilitate reference, and such
headings shall not be deemed in any way material or relevant
to the construction of any provision of the Plan.

(e) If any provision of the Plan would result in a payment
of less than a whole share of common stock of the Company to
any one or more persons, such payment shall be made in cash on
the basis of the then current market value of such common
stock.

(f) Any communication to the Committee or to the Board of
Directors under the Plan shall be deemed to have been delivered
as of the date of delivery thereof to the Secretary of the
Committee, or to the Secretary of the Company for transmission
to the Board of Directors, as the case may be, irrespective of
whether the Committee or the Board, as the case may be, shall
then be in session.

(g) Adoption of the Plan shall not preclude the Company
or any of its subsidiary or affiliated companies from adopting
further employee benefit or employee compensation plans includ-
ing, but not limited to, retirement plans, savings plans,
medical plans, disability plans, stock option plans, life
insurance plans, incentive plans, or other types of plans,
whether similar or dissimilar to the foregoing or to the Plan.

13. Amendment, Alteration or Repeal. The Plan may be amended
either by the stockholders of the Company or, if, as and when the
Committee shall recommend, but not otherwise, by the Board of
Directors provided, however, that this paragraph may not be amended
except by the stockholders and other provisions of the Plan may not
be amended except by the stockholders so as to increase the maximum
amount which may be determined by the Committee to be the Incentive
Compensation Amount with respect to any fiscal year or so as to
change the provision, in Paragraph 2, as to the eligibility of the
member of the Committee. Neither the provisions of this Plan, nor
rules and regulations of general application established by the
Committee relating to the mandatory deferral of Allotments may be
amended more than once in every six months, other than to comport
with changes in the Code, ERISA, or the respective rules thereunder.

14. Transitional Provisions. Performance Allotments granted to
employees under this Plan with respect to 1984 and preceding years
will be charged against the applicable Incentive Compensation Amount
hereunder, but will otherwise continue to be subject to this Plan
as in effect on April 15, 1984 and the applicable rules and regula-
tions of the Committee thereunder. Such rules and regulations may
continue to be amended by the Committee to the same extent as if
this Plan had continued to be in effect as it was on April 15, 1984.

EXECUTIVE INCOME CONTINUITY PLAN

AMERICAN CYANAMID COMPANY
(As amended through August 16, 1993)

1. Purpose. The purpose of the Executive Income Continuity
Plan (this Plan) is to reinforce and encourage the continuing
attention, dedication and loyalty of executives in the senior
management group of American Cyanamid Company and its subsidiaries
without the distraction of concern over the possibility of involun-
tary or constructive termination of employment resulting from
unforeseen developments, by providing income continuity for a
limited period.
2. Definitions. Unless the context otherwise requires, the
following terms shall have the meanings respectively indicated:
(a) "Board of Directors" shall mean the board of direc-
tors of American Cyanamid Company.
(b) "Cause" shall mean (A) the willful and continued
failure by a member substantially to perform his duties with
the Company (other than any such failure resulting from his
incapacity due to physical or mental illness), after a demand
for substantial performance is delivered to him by the Company
which specifically identifies the manner in which the Company
believes that he has not substantially performed his duties,
or (B) the willful engaging by him in conduct demonstrably
injurious to the Company. For purposes of this definition, no
act, or failure to act, on the part of a member shall be
considered "willful" unless done, or omitted to be done, by
him without reasonable belief that his action or omission was
in the best interests of the Company and was lawful.
(c) A "change in control" shall be deemed to have oc-
curred if: (i) any "person," as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (other than the Company, any
trustee or other fiduciary holding securities under an employ-
ee benefit plan of the Company, or any Company owned, directly
or indirectly, by the stockholders of the Company in substan-
tially the same proportions as their ownership of stock of the
Company), is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 20% or more of the
combined voting power of the Company's then outstanding secu-
rities; or (ii) there occurs any transaction or action which
results in the individuals who at the beginning of a period
commencing 24 hours prior to the commencement of the transac-
tion were members of the Board of Directors, together with
individuals subsequently elected to the Board upon the recom-
mendation of a majority of the continuing directors, ceasing
to constitute at least a majority thereof; or (iii) the stock-
holders or the Board of Directors of the Company approves a
definitive agreement to merge or consolidate the Company with
or into another corporation (including any such transaction in
which the Company is the surviving corporation) or to sell or
otherwise dispose of all or substantially all of its assets,
or to adopt a plan of liquidation of the Company.
(d) "Company" shall mean American Cyanamid Company and,
except for the purposes of Paragraph 2(c), shall include any
of its subsidiaries which employs members of this Plan.
(e) "Compensation Committee" shall mean the Compensation
Committee as constituted from time to time of the Board of
Directors, or such other entity as shall have similar authori-
ty and responsibility.
(f) "Date of termination" shall mean (A) if the employ-
ment of a member is terminated by his death, the date of his
death, (B) if such employment is terminated by his retirement,
the date of retirement under the Employees Retirement Plan,
(C) if such employment is terminated for disability, upon the
expiration of his continuous service credits as determined by
the Company, (D) if his employment is terminated by him for
good reason, the date specified in the notice of termination,
and (E) if his employment is terminated for any other reason,
the date on which notice of termination is given; provided
that if within 30 days after any notice of termination is
given the party receiving such notice notifies the other party
that a dispute exists concerning the termination, the date of
termination shall be the date on which the dispute is finally
determined, either by mutual written agreement of the parties
or by a final judgment, order or decree of a court of compe-
tent jurisdiction (the time for appeal therefrom having ex-
pired and no appeal having been perfected).
(g) "Disability" shall mean inability of a member due to
sickness or injury to perform the duties pertaining to his
occupation with the Company, as determined in accordance with
the Long Term Disability Plan and the personnel policies of
the Company.
(h) "Good reason" shall mean:
(A) a change in assignment resulting in the assign-
ment to a member of substantially reduced responsibili-
ties compared with those assigned to him prior to such
change, or any change in his status or position which
represents a demotion from his status or position im-
mediately prior to such change, except in connection with
the termination of his employment because of death or
retirement, by the Company for disability or cause, or by
him other than for good reason;
(B) a reduction in the base salary of a member as
the same may be increased from time to time;
(C) a failure to continue the Incentive Compensation
Plan (or a plan providing substantially similar benefits)
as the same may be modified from time to time but in a
form not less favorable than as of the date of adoption
of this Plan (the "I.C. Plan"), or a failure to continue
a member as a participant in the I.C. Plan on a basis
consistent with the basis on which the I.C. Plan is ad-
ministered as of such date, or a failure to pay to a
member any installment of a previous allotment made to
him under the I.C. Plan;
(D) the relocation of the principal executive offic-
es of the Company to a location more than 25 miles from
the location of the present executive offices or outside
of New Jersey, or requiring a member to be based anywhere
other than the principal executive offices (or, if a
member is not based at such executive offices, requiring
such member to be based at another location) except for
required travel on business to an extent substantially
consistent with his duties and responsibilities, or in
the event of consent to any such relocation of the base
location of a member the failure to pay (or provide reim-
bursement for) all expenses of such member incurred re-
lating to a change of principal residence in accordance
with the applicable personnel policies of the Company in
effect as of the date of adoption of this Plan;
(E) the failure to continue in effect any benefit or
compensation plan (including but not limited to the Em-
ployees Retirement Plan, the Supplemental Employees Re-
tirement Plan, the Long Term Disability Plan, the Person-
nel Protection Program, the I.C. Plan, the 1977, 1984 and
1992 Employees Stock Plans, the Employees Savings Plan,
pension plan, life insurance plan, health and accident
plan, disability or vacation plan in which a member is
participating (or plans providing substantially similar
benefits)), or the taking of any action which would ad-
versely affect participation in or materially reduce
benefits under any of such plans, unless such action is
required pursuant to law or such action is applied uni-
formly to all Members;
(F) the failure to obtain the assumption of or an
agreement to carry out the terms of this Plan by any
successor as contemplated in Section 10; or
(G) any purported termination of a member's employ-
ment which is not effected pursuant to a notice of termi-
nation as herein defined.
(i) "Member" shall mean a person who is employed by the
Company on a full-time basis and for a regular fixed compensa-
tion (other than on a retainer or compensation for temporary
employment) and who is included in the membership of this Plan
as provided in Section 3.
(j) "Notice of termination" shall mean a notice which
indicates the specific basis for termination of employment
relied upon and shall set forth in reasonable detail the facts
and circumstances claimed to provide such basis.
(k) "Officers" shall mean the chairman, vice chairman,
chief executive officer, president, and all vice presidents
elected from time to time by the Board of Directors.
(1) "Retirement" shall mean termination of employment in
accordance with the provisions of the Employees Retirement
Plan; provided, however, that termination of employment by a
member before his Normal Retirement Date (as defined in such
Plan) for good reason shall not be deemed to be retirement for
purposes of this Plan even though such member may be eligible
for and elect to receive retirement benefits.
The masculine pronoun wherever used herein shall include
the feminine except as the context specifically indicates.
3. Membership. All Officers shall be members of this Plan.
The Compensation Committee may designate any other employee as a
member of this Plan. After an employee becomes a member of this
Plan, his membership shall continue until (a) his death or retire-
ment, (b) termination of his employment by the Company for disabil-
ity or cause, (c) termination of his employment by such member
other than for good reason, or (d) termination of his employment
which is related to the spin-off of the Company's chemical business
in 1993, or any subsequent reorganization, recapitalization, con-
solidation, merger, split-up, combination, spin-off, exchange of
shares or like event which is designated by the Compensation Com-
mittee to fall within this subparagraph (d).
4. Termination of Employment. Each member of this Plan shall
be entitled to receive the income continuation payments provided
for in Section 5 upon termination of his employment, unless such
termination is (a) because of his death or retirement, (b) by the
Company for disability or cause, (c) by such member other than for
good reason, or (d) related to the spin-off of the Company's chemi-
cal business in 1993 or any subsequent reorganization, recapital-
ization, consolidation, merger, split-up, combination, spin-off,
exchange or like event which is designated by the Compensation
Committee to fall within this subparagraph (d).
5. Income Continuation. Subject to the provisions of Section
7, upon termination of the employment of a member pursuant to
Section 4 who is one of the Officers or who is age 50 or over and
has at least 10 years of service with the Company, the Company
shall pay to him the sum of twice his annual base salary at the
rate in effect at the time notice of termination is given plus
twice his annual target award (excluding performance allotments or
any long term incentive) under the I.C. Plan based on such rate, in
equal monthly installments over a period of 24 months following the
date of termination, on the first day of each month commencing with
the first day of the first month after such date. Subject to the
provisions of Section 7, upon termination of the employment of any
other member pursuant to Section 4 who has at least 10 years of
service with the Company and is at least age 40 but less than age
50, the Company shall pay to him his annual target award (excluding
performance allotments any long term incentive) under the I.C.
Plan based on the rate in effect at the time notice is given, in
equal monthly installments over a period of 12 months following the
date of termination, plus his monthly base salary at such rate for
the following number of months:
<PAGE>
Age Months
40 12
41 13
42 14
43 15
44 16
45 17
46 18
47 19
48 20
49 22

in equal monthly installments over the number of months equal to
the number of months of base salary to which such Member is enti-
tled. All payments shall be made on the first day of each month
commencing with the first day of the first month after such date.
Notwithstanding the foregoing, (i) no payment shall be made with
respect to any period beyond the date of a member's 65th birthday,
(ii) no payment shall be made with respect to any period beyond the
date of a member's 60th birthday, or such earlier date of retire-
ment as shall have been determined by the Compensation Committee or
the Executive Committee under the Supplemental Employees Retirement
Plan, if such member is also, at the date of termination of his
employment, a member of the Supplemental Employees Retirement Plan,
and (iii) there shall be deducted from any payments required here-
under any payments made with respect to any required notice period
under any employment agreement between a member and the Company.
6. Other Payments. Subject to the provisions of Section 7,
upon termination of the employment of a member pursuant to Section
4, the Company shall, in addition to the payments provided for in
Section 5, pay to him:
(a) all relocation payments described in Section 2(h)(D)
and all legal fees and expenses incurred by him as a result of
such termination (including all such fees and expenses, if
any, incurred in contesting or disputing any such termination
or in seeking to obtain or enforce any right or benefit pro-
vided by this Plan or in connection with any tax audit or
proceeding to the extent attributable to the application of
Section 4999 of the Internal Revenue Code of 1986 to any
payment or benefit provided hereunder); and
(b) during the period of two years following the date of
termination, all reasonable expenses incurred by him in seek-
ing comparable employment with another employer to the extent
not otherwise reimbursed to him, including, without limita-
tion, the fees and expenses of a reputable outplacement
organization, and reasonable travel, telephone and office
expenses.
7. Competitive Employment. The Company, at its option,
may discontinue any payments being made to any member pursuant to
Section 5 or Section 6 if such member engages in the operation or
management of any business in the United States of America, whether
as owner, stockholder, partner, officer, consultant, employee or
otherwise, which at such time is in competition with any business
of the Company in any field with which such member was involved
during the last two years of his employment by the Company. Owner-
ship by such member of five percent or less of the shares of stock
of any company listed on a national securities exchange or having
at least 100 stockholders shall not make such member a "stockhold-
er" within the meaning of that term as used in this Section.
8. Maintenance of Plans. The Company shall maintain in full
force and effect, for the continued benefit of each member entitled
to receive payments pursuant to Section 5, for two years following
the date of his termination, all employee benefit plans and pro-
grams or arrangements (including Comprehensive Medical and Dental
Insurance, Group Life Insurance, and Financial Planning and Tax
Preparation and Counseling Services) in which he was entitled to
participate at the time the notice of termination was given subject
to approved plan amendments, provided that his continued participa-
tion is permitted under the general terms and provisions of such
plans and programs.
9. No Mitigation. No member shall be required to mitigate
the amount of any payment provided for under this Plan by seeking
other employment or otherwise, nor shall the amount of any payment
so provided for be reduced by any compensation earned by any member
as the result of employment by another employer, by retirement
benefits or by offset against any amount claimed to be owed by him
to the Company.
10. Successors. The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and assets
of the Company, by a written agreement, to expressly assume and
agree to carry out the provisions of this Plan in the same manner
and to the same extent that the Company would be required to carry
them out if no such succession had occurred.
11. Notice. Any notice expressly provided for under this
Plan shall be in writing, shall be given either manually or by
mail, telegram, telex, telefax or cable, and shall be deemed suffi-
ciently given, if and when received by the Company at its offices
at One Cyanamid Plaza, Wayne, New Jersey 07470 Attention: Secre-
tary, or by any member at his address on the records of the Compa-
ny, or if and when mailed by registered mail, postage prepaid,
return receipt requested, addressed to the Company or the member to
be notified at such address. Either the Company or any member may,
by notice to the other, change its address for receiving notices.
12. Funding. All payments provided for under this Plan for
members (including those who have retired) shall not be funded, but
shall become fully vested and nonforfeitable upon the termination
of a member's employment other than (a) because of his death or
retirement, (b) by the Company for disability or cause, or (c) by
him other than for good reason, and shall be paid by the Company as
and when they become due as provided herein.
13. Amendment and Termination. The Board of Directors by
resolution may at any time or from time to time amend or terminate
this Plan; provided, however, that no such amendment or termination
may adversely affect any accrued or vested benefits hereunder; and,
provided further, that after a change in control, this Plan may not
be amended without the consent of all persons who were members as
of the date of such change in control (including those who have re-
tired).
14. Governing Law. This Plan, and the rights and obligations
of the Company and the members hereunder, shall be construed and
governed in accordance with the law of the State of New Jersey.

EMPLOYMENT AGREEMENT

THIS AGREEMENT, made as of the 17 day of October
,l988 between AMERICAN CYANAMID COMPANY, a corporation organized and
existing under the laws of the State of Maine, with its executive
offices at Wayne, New Jersey (hereinafter referred to as the "COMPANY"),
and TERENCE D. MARTIN residing at 41 Terrace Drive, Hastings-on-Hudson,
NY10706 (hereinafter called the "EMPLOYEE"), Social Security No. 562-
58-1983

W I T N E S S E T H:

In consideration of the EMPLOYEE'S employment (reemployment/continuing
employment) by the COMPANY and of the covenants hereinafter set forth,
it is mutually agreed as follows:

1. EMPLOYEE'S REPRESENTATIONS. The EMPLOYEE represents that all
statements made in or with respect to this Application for Employment
are true and correct, that the EMPLOYEE has disclosed any and all
limitations affecting employment with the COMPANY contained in any
written agreement with any other employer, and that the EMPLOYEE is not
prohibited by any other agreement from performing services for the
COMPANY.

2. EMPLOYEE'S SERVICES The EMPLOYEE shall faithfully and to the
best of EMPLOYEE'S ability devote all of the EMPLOYEE'S working time
exclusively to the performance of such services for the COMPANY as may
be assigned to EMPLOYEE. The EMPLOYEE shall have an assigned
headquarters at such place as the COMPANY from time to time may direct.
The EMPLOYEE shall not, for remuneration of profit, directly or
indirectly render any service to, or undertake any employment for, any
other person, firm or corporation, whether in an advisory or consulting
capacity or otherwise, without first obtaining the written consent of an
officer of the COMPANY or of the director or president (or authorized
representative) of the division to which the EMPLOYEE is then assigned.

3. SALARY. The COMPANY shall pay to the EMPLOYEE, in full payment
for the services performed by the EMPLOYEE, the base salary of
$15,833.34 per Month. The COMPANY reserves the right, at any time and
from time to time, to adjust the base salary of the EMPLOYEE (and also
to pay or not to pay any bonus or other special remuneration) without
changing the other provisions of this Agreement, provided that the base
salary of the EMPLOYEE shall not be reduced to a rate less than that
specified above.

4. REIMBURSEMENT OF EXPENSES. The COMPANY shall reimburse the
EMPLOYEE, in accordance with policies and practices of the COMPANY then
in effect, for (a)expenses of moving in connection with a
COMPANY-directed change of the EMPLOYEE'S headquarters under
circumstances reasonably requiring a change of residence, and (b)
travel, entertainment and other business expenses.

5. DURATION OF EMPLOYMENT. The EMPLOYEE'S employment hereunder
shall commence and shall continue until the earlier of the EMPLOYEE'S
death or retirement date under any applicable retirement plan then in
effect, subject to the right of either the EMPLOYEE or the COMPANY to
terminate the employment by written notice given in accordance with the
following schedules:

(a) With respect to employees while classified as "non-exempt
employees" under the wage and hour provisions of the Federal Fair
Labor Standards Act--

Length of Continuous Employment
(determined as of the date of notice) Required Notice Period

Less than 6 months 1 day

At least 6 months 2 weeks for employees
paid on a weekly or
biweekly basis;
one-half month for
employees paid on a
monthly or semimonthly
basis.

PAGE 1
<PAGE>
(b) With respect to employees while classified as "exempt
employees" under the wage and hour provisions of the
Federal Fair Labor Standards Act--

Required Notice Period

1 month

In the event of such notice of termination, the EMPLOYEE shall remain
for all or any part of the required notice period if so requested by the
COMPANY, but the COMPANY reserves the right at anytime to pay to
EMPLOYEE the EMPLOYEE'S full base salary (in one or more installments)
for or during the required notice period and to terminate the employment
immediately or at any time during such notice period. Notwithstanding
the foregoing, the COMPANY shall have the right, by written notice to
the EMPLOYEE but without any required notice period, to terminate the
EMPLOYEE'S employment at any time in the event of default or
nonperformance by the EMPLOYEE of any of the provisions of this
Agreement.

6. RESTRICTION ON COMPETITIVE EMPLOYMENT. For the period of twelve
months immediately after termination of employment with the COMPANY, the
EMPLOYEE shall not engage in any work or other activity--whether as
owner, stockholder, partner, officer, consultant, employee or otherwise-
- -involving a product or process similar to the product or process on
which the EMPLOYEE worked for the COMPANY (or any of its subsidiary or
affiliated companies) at any time during the period of two years
immediately prior to termination of employment, if such work or other
activity is then competitive with that of the COMPANY (or any of its
subsidiary or affiliated companies), provided that this restriction
shall not apply if the EMPLOYEE has disclosed to the COMPANY in writing
all the known facts relating to such work or activity and has received a
release in writing from an officer of the COMPANY to engage in such work
or activity. However, if the COMPANY refuses to grant such a written
release and if the EMPLOYEE is unable to obtain employment consistent
with his qualifications and experience solely because of such refusal,
then in that event the COMPANY shall make payments to the EMPLOYEE at
the rate of EMPLOYEE'S base salary at termination of employment for each
month that the EMPLOYEE has certified that EMPLOYEE has been unable for
such reason to secure such employment, provided that the obligation of
the COMPANY to make such payments shall cease upon whichever is the
first to occur of (a) the date the EMPLOYEE shall obtain employment, (b)
the date on which the COMPANY shall grant a written release to the
EMPLOYEE, or (c) the expiration of twelve months following the
termination of employment; and provided further that no such payment
shall be made for any month for which any payment is made by the COMPANY
to the EMPLOYEE under any other provision of this Agreement. Ownership
by the EMPLOYEE of five per cent or less of the outstanding shares of
stock of any company either (i) listed on a national securities exchange
or (ii) having at least 100 stockholders shall not make the EMPLOYEE a
"stockholder" with in the meaning of that term as used in this
paragraph. Nothing int his paragraph shall limit the rights or remedies
of the COMPANY arising directly or indirectly from such competitive
employment including. without limitation, claims based upon breach of
fiduciary duty, misappropriation, or theft of confidential information.

7. Confidential Information. The EMPLOYEE understands that in the
performance of services here under EMPLOYEE may originate or obtain
knowledge of "confidential information", as hereinafter defined,
relating to the business of the COMPANY (or of any of its subsidiary or
affiliated companies). As used herein, "confidential information" means
any information (including, without limitation, any formula, pattern,
device, plan, process, or compilation of information) which (i) is, or
is designed to be, used in the business of the COMPANY (or of any of its
subsidiary or affiliated companies) or results from its or their
research and/ or development activities, (ii) is private or confidential
in that it is not generally known or available to the public and, (iii)
gives the COMPANY (or any of its subsidiary or affiliated companies) an
opportunity to obtain an advantage over competitors who do not know or
use it. The EMPLOYEE shall not, without the written consent of an
officer of the COMPANY, either during the term of his employment or
thereafter, (a) use or disclose any such confidential information
outside the COMPANY (or any of its subsidiary or affiliated companies),
(b) publish any article with respect thereto, or (c) except in the
performance of his services hereunder, remove or aid in the removal from
the premises of the COMPANY any such confidential information or any
property or material which relates thereto. The provisions of this
paragraph shall survive the termination of this Agreement.

PAGE 2
<PAGE>
8. INVENTIONS.
(a) The EMPLOYEE shall promptly disclose to the COMPANY any and all
inventions, discoveries, developments, improvements, machines,
appliances, processes, products, or the like, whether or not
patentable, (all of which are referred to herein as"inventions")
which the EMPLOYEE may invent, conceive, produce, or reduce to
practice, either solely or jointly with others, at any time
(whether or not during working hours) during employment hereunder,
or during such period thereafter (not exceeding one year) for which
the COMPANY shall have notified the EMPLOYEE in writing, prior to
the termination of employment, that it will continue to pay the
EMPLOYEE amounts equivalent to EMPLOYEE'S then base salary,
provided said payments are made or tendered.
(b) All such inventions which in any way relate to the goods or
materials produced, sold or used by the COMPANY (or by any of its
subsidiary or affiliated companies), or to any methods, processes
or apparatus used in connection with the production or treatment of
such goods or materials, or in either case which are or may be or
may become capable of use in the business of the COMPANY (or of any
of its subsidiary or affiliated companies), shall at all times and
for all purposes be regarded as acquired and held by the EMPLOYEE
in a fiduciary capacity for, and solely for the benefit of, the
COMPANY.
(c) With respect to all such inventions, the EMPLOYEE shall:
(i) treat all information with respect thereto as
confidential information within the meaning of, and
subject to, paragraph 7 of this Agreement;
(ii) keep complete and accurate records thereof, which
records shall be the property of the COMPANY;
(iii) execute any application for letters patent of the
United States and any and all other countries covering
such inventions, and give to the COMPANY, its attorneys
and solicitors all reasonable and requested assistance
in preparing such application;
(iv) from time to time, upon the request and at the expense
of the COMPANY, but without charge for services beyond
the payments herein provided for, execute all
assignments or other instruments required to transfer
and assign to the COMPANY (or as it may direct) all
inventions, and all patents and applications for patents
covering such inventions or otherwise required to
protect the rights and interests of the COMPANY;
(v) testify in any proceedings or litigation as to all such
inventions; and
(vi) in case the COMPANY shall desire to keep secret any such
invention, or shall for any reason decide not
to have letters patent applied for thereon,
refrain from applying for letters patent
thereon.

Payments at reasonable hourly rates shall be made by the
COMPANY to the EMPLOYEE for time actually spent by the
EMPLOYEE in the foregoing activities at the request of the
COMPANY, if such activities occur after termination of
employment and after expiration of any post employment period
for which any payment is made by the COMPANY to the EMPLOYEE
under any other provision of this Agreement.

(d) No termination of employment or of this Agreement shall
release the EMPLOYEE or EMPLOYEE'S heirs or legal
representatives from the foregoing obligations as to such
inventions.

9. EMPLOYEE BENEFITS. Nothing in this Agreement shall be construed
to limit the EMPLOYEE'S participation in any insurance plan, medical
plan, retirement plan, or other employee benefit arrangement to which
EMPLOYEE would otherwise be entitled, in accordance with the prevailing
policies and practices of the COMPANY then in effect, in the absence of
this Agreement.

10. ASSIGNABILITY. This Agreement shall enure to the benefit of any
assignee of the COMPANY, and the EMPLOYEE specifically agrees on demand
to execute any and all necessary documents in connection therewith.

11. NOTICES. Any notice expressly provided for under this Agreement
shall be in writing, shall be given either manually or by mail, telex,
telegram, radiogram or cable, and shall be deemed sufficiently given if
and when received by the party to be notified at its address first set
forth above or if and when mailed by registered mail, postage prepaid,
addressed to such party at such address. Either party may, by notice to
the other, change its address for receiving such notices.

PAGE 3
<PAGE>
12. ENTIRE AGREEMENT. This Agreement supersedes all previous
contracts for personal services between the COMPANY and the EMPLOYEE,
provided that neither party is relieved from any obligations to the
other arising under any such previous contract while it was in force.
This Agreement constitutes the entire understanding between the parties
hereto with reference to the subject matter hereof and shall not be
changed or modified except by a written instrument signed by both
parties. The headings of the paragraphs in this Agreement are inserted
for convenience only and shall not be deemed to constitute a part hereof
or affect the interpretation of any provision.

*
* *

IN WITNESS WHEREOF the COMPANY has caused this Agreement to
be executed in duplicate by a proper and duly authorized
representative thereof, and the EMPLOYEE has signed this Agreement
in duplicate, as of the day and year first above written.

PENSION DIFFERENTIAL. Provided that the
EMPLOYEE is in the employment of the
COMPANY when the EMPLOYEE reaches the age
of 60, upon termination of employment AMERICAN CYANAMID COMPANY
thereafter, the COMPANY will pay the
EMPLOYEE an amount equal to the amount, if BY R.L. Martino
any, by which the pension of the EMPLOYEE
shall be entitled to receive from its
Employees Retirement Plan and any other Title__________________
defined benefit Retirement Plan of the Vice President
COMPANY or any of its subsidiaries is less
than 40~ of the EMPLOYEE's Average
Earnings (as defined in the Employees
Retirement Plan) during the three years T. D. Martin (EMPLOYEE)
out of the final 10 years of the
EMPLOYEE's employment during which such
earnings are the highest, provided that
the EMPLOYEE shall make the election
provided in the Retirement Plan to have
the EMPLOYEE's pension commence
immediately upon retirement.

The EMPLOYEE will be designated a member of the Income Continuity Plan
of the Company. In the event of the termination of the employment of the
EMPLOYEE under circumstances entitling the EMPLOYEE to the income
continuity payments specified in Section 4 of the Income Continuity
Plan, the COMPANY will pay the EMPLOYEE the sum of twice his annual base
salary at the rate in effect at the time "notice of termination", as
defined in the Income Continuity Plan, is given plus twice his ann~
target award (excluding performance allotments) under the Income
Continuity Plan, as defined in the Income Continuity Plan, based on such
rate, in equal monthly installments over a period of 24 months following
the date of termination, as defined in the Income Continuity Plan, less
any amounts payable to the EMPLOYEE under the Income Continuity Plan or
under any plan to whose membership the EMPLOYEE may be elected in lieu
of the Income Continuity Plan prior to any deductions from such amount
contemplated by Section 4 of the Income Continuity Plan or by any
analogous provision of any plan to whose membership the EMPLOYEE may be
elected in lieu of the Income Continuity Plan. In the event that
payments to the EMPLOYEE under the Income Continuity Plan or under any
plan to whose membership of which the EMPLOYEE may be elected in lieu of
the Income Continuity Plan are terminated pursuant to, respectively,
Section 6 of the Income Continuity Plan or any analogous provision of
such other plan, the obligations of the COMPANY under this paragraph
shall cease simultaneously.
PAGE 4

EXHIBIT 13<PAGE>

Financial Review
American Cyanamid Company and Subsidiaries

Operating Results
The company's consolidated net sales in 1993 were $4.28 billion, an increase
of 2% from the restated $4.19 billion achieved in 1992. Net sales in 1992
were 10% higher than the restated $3.82 billion reported in 1991. The loss
from continuing operations in 1993 was $163.7 million, compared to restated
earnings of $349.6 million achieved in 1992, which were up 6% from the
restated $328.8 million reported in 1991. The loss from continuing
operations in 1993 was $1.82 per share, compared to restated earnings of
$3.85 per share in 1992, which were up 9% from the restated $3.53 per share
in 1991. The loss from continuing operations in 1993 includes one-time,
after-tax charges of $378.4 million, or $4.21 per share, related to the
Immunex acquisition and $133.4 million, or $1.48 per share, related to a
global, companywide restructuring. See Note 3 to the Consolidated Financial
Statements. The net loss for 1993 was $1,118.5 million compared to net
earnings of $395.1 million in 1992, which were 10% above the $358.8 million
in 1991. The net loss in 1993 was $12.44 per share compared to earnings of
$4.35 per share in 1992, which were 13% higher than the $3.85 per share in
1991. The net loss in 1993 includes a $622.2 million, or $6.92 per share,
net loss from discontinued operations, one-time, after-tax charges of $378.4
million, or $4.21 per share, related to the Immunex acquisition and $133.4
million, or $1.48 per share, related to a global, companywide restructuring,
and a $332.6 million, or $3.70 per share, after-tax charge for the cumulative
effect of accounting changes. See Notes 2, 3, 9 and 12, respectively, to the
Consolidated Financial Statements.

Common Stock and Dividends Paid

Reported high and low market prices on the New York Stock Exchange Composite
Listing and cash dividends paid per share of common stock by quarter for 1993
and 1992 were:

<TABLE> 1993 1992

<CAPTION>
Market Price Dividends Market Price Dividends
<S> <C> <C> <C> <C> <C> <C>
Quarter High Low Paid High Low Paid
First.................... $58 1/4 $46 $ .4125 $66 3/8 $56 1/4 $ .3750
Second................... 54 1/4 49 1/4 .4375 64 3/4 53 .4125
Third.................... 56 3/8 46 1/2 .4375 62 5/8 54 1/4 .4125
Fourth................... 59 1/4 49 3/8 .4375 59 1/4 52 1/8 .4125
$1.7250 $1.6125

</TABLE>
In the fourth quarter of 1993, the Board of Directors approved the spin-off
of the company's chemicals business, Cytec Industries Inc. (Cytec), to
shareholders through the distribution of all outstanding shares of Cytec
common stock. The dividend was paid at the rate of one share of Cytec common
stock for every seven shares of the company's common stock. The reduction in
the company's shareholders' equity due to the Cytec dividend was
approximately $.59 per share. See Note 2 to the Consolidated Financial
Statements.
As of February 18, 1994, the most recent record date, there were 41,704
record holders of the company's common stock.
PAGE
<PAGE>
Financial Review
American Cyanamid Company and Subsidiaries

Quarterly Results

Quarterly results for 1993 and 1992 were as follows:

<TABLE>
<CAPTION> (Millions of dollars except per share amounts)

1993
Per Share of Common Stock
Earnings Earnings
(Loss) From Net (Loss) From Net
Net Gross Continuing Discontinued Earnings Continuing Earnings
<S> <C> <C> <C> <C> <C> <C> <C>

Quarter(1) Sales Profit(2) Operations(3) Operations (Loss)(3)(4) Operations(3) (Loss)(3)(4)

First.....$1,145.6 $ 712.4 $ 115.0 $(216.1) $ (433.7) $ 1.28 $ (4.82)
Second.... 1,246.4 764.2 (235.0) 6.3 (228.7) (2.61) (2.54)
Third..... 899.4 557.0 49.6 (412.4) (362.8) .55 (4.04)
Fourth.... 985.4 610.3 (93.3) - (93.3) (1.04) (1.04)
Total.....$4,276.8 $2,643.9 $(163.7) $(622.2) $(1,118.5) $(1.82) $(12.44)

1992

<S> <C> <C> <C> <C> <C> <C> <C>
First.....$1,104.4 $ 700.7 $103.7 $11.1 $114.8 $1.14 $1.25
Second.... 1,201.5 756.3 134.2 13.3 147.5 1.47 1.62
Third..... 933.3 573.8 53.1 7.8 60.9 .59 .68
Fourth.... 954.6 595.2 58.6 13.3 71.9 .65 .80
Total.....$4,193.8 $2,626.0 $349.6 $45.5 $395.1 $3.85 $4.35

<FN>
(1)The quarterly financial information has been revised to reflect discontinued operations
separately. See Note 2 to the Consolidated Financial Statements.
<FN>
(2)Gross profit is derived by subtracting manufacturing cost of sales from net sales.
<FN>
(3)Loss from continuing operations, net loss and related per share data in 1993 include
one-time, after-tax charges of $378.4, or $4.21 per share, related to the Immunex acquisition
in the second quarter and $133.4, or $1.48 per share, related to a global, companywide
restructuring provision in the fourth quarter. See Note 3 to the Consolidated Financial
Statements.
<FN>
(4)Net loss and related per share data in 1993 include a one-time, after-tax charge of $332.6,
or $3.70 per share, for the cumulative effect of accounting changes in the first quarter.
See Notes 9 and 12 to the Consolidated Financial Statements.
</TABLE>
PAGE
<PAGE>
<TABLE>
Consolidated Statements of Operations
American Cyanamid Company and Subsidiaries
<CAPTION>
(Millions of dollars except per share amounts)
Years ended December 31, 1993 1992 1991
<S> <C> <C> <C>
Net sales........................................... $ 4,276.8 $4,193.8 $3,820.5

Expenses:
Manufacturing cost of sales....................... 1,632.9 1,567.8 1,472.5
Selling and advertising........................... 1,306.8 1,290.3 1,138.3
Research and development.......................... 595.6 530.7 456.2
Administrative and general........................ 300.5 270.0 244.2
Acquired in-process research and
development (Note 3)............................ 383.6 - -
Restructuring (Note 3)............................ 207.9 - -
4,427.3 3,658.8 3,311.2
Earnings (loss) from operations..................... (150.5) 535.0 509.3
Interest and other income, net...................... 100.7 76.6 52.8
(49.8) 611.6 562.1
Interest expense.................................... 62.4 58.8 53.8
Earnings (loss) before taxes on income.............. (112.2) 552.8 508.3
Taxes on income (Note 9)............................ 42.6 195.6 163.0
Earnings (loss) before minority interests........... (154.8) 357.2 345.3
Minority interests.................................. (8.9) (7.6) (16.5)
Earnings (loss) from continuing operations.......... (163.7) 349.6 328.8
Discontinued operations (Notes 2, 8, 9 and 12):
Earnings (loss) from operations, net of taxes..... (75.6) 45.5 30.0
Loss on distribution, net of taxes of $44.2....... (326.8) - -
Cumulative effect of accounting changes,
net of taxes of $144.9.......................... (219.8) - -
(622.2) 45.5 30.0
Earnings (loss) before cumulative effect of
accounting changes................................ (785.9) 395.1 358.8
Cumulative effect of accounting changes
(Notes 9 and 12).................................. (332.6) - -
Net earnings (loss)................................. $(1,118.5) $ 395.1 $ 358.8

Per share of common stock (Note 1):
Earnings (loss) from continuing operations ......... $ (1.82) $ 3.85 $ 3.53
Earnings (loss) from discontinued operations........ (6.92) .50 .32
Earnings (loss) before cumulative effect of
accounting changes................................ (8.74) 4.35 3.85
Cumulative effect of accounting changes............. (3.70) - -

Net earnings (loss)................................. $ (12.44) $ 4.35 $ 3.85

Consolidated Statements of Earnings Employed in the Business
<CAPTION>
(Millions of dollars except per share amounts)
Years ended December 31, 1993 1992 1991
<S> <C> <C> <C>
Earnings employed in the business
at beginning of year.............................. $ 2,767.2 $2,518.4 $2,295.9
Net earnings (loss)............................... (1,118.5) 395.1 358.8
Cash dividends of $1.7250 per share in 1993,
$1.6125 per share in 1992 and $1.4625 per share
in 1991......................................... (155.0) (146.3) (136.3)
Distribution of Cytec Industries Inc. common
shares (Note 2)................................. (45.5) - -
Earnings employed in the business
at end of year.................................... $ 1,448.2 $2,767.2 $2,518.4
<FN>
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
Consolidated Balance Sheets
American Cyanamid Company and Subsidiaries

<CAPTION>
(Millions of dollars except per share amounts)
Assets December 31, 1993 1992
<S> <C> <C>
Current assets
Cash and cash equivalents.................................... $ 426.1 $ 341.7
Marketable securities and time deposits, at cost............. 101.7 125.9
Accounts receivable, less allowance for doubtful accounts
of $40.1 in 1993 and $33.8 in 1992......................... 1,120.1 959.1
Inventories (Note 4)......................................... 1,027.9 782.0
Deferred tax assets.......................................... 410.1 -
Total current assets....................................... 3,085.9 2,208.7
Investments and advances....................................... 307.2 171.8
Plants, equipment and facilities, at cost (Note 5)............. 3,106.0 2,709.9
Less accumulated depreciation................................ 1,335.7 1,146.8
Net plant investment....................................... 1,770.3 1,563.1
Intangibles resulting from business acquisitions,
net of accumulated amortization.............................. 305.3 185.1
Deferred tax assets............................................ 328.5 -
Other assets................................................... 260.2 309.0
Net assets held for distribution............................... - 628.8
$6,057.4 $5,066.5

Liabilities and Shareholders' Equity
Current liabilities
Accounts payable and accrued expenses........................ $1,860.0 $1,078.4
Short-term borrowings, including commercial paper of
$366.2 in 1993 and $33.0 in 1992........................... 432.6 74.2
Funded debt installments due within one year................. 182.9 191.5
Income taxes................................................. 254.9 26.1
Total current liabilities.................................. 2,730.4 1,370.2
Funded debt (Note 6)........................................... 344.3 408.3
Deferred tax liabilities....................................... 27.6 6.8
Other noncurrent liabilities................................... 1,444.4 511.4
Minority interests............................................. 143.7 48.7
Shareholders' equity (Note 7)
Common stock-par value $5 per share
Authorized-200,000,000
Issued-102,725,106 in 1993 and 102,719,665 in 1992......... 513.6 513.6
Additional paid-in capital................................... 38.9 39.9
Earnings employed in the business............................ 1,448.2 2,767.2
Accumulated translation and other adjustments................ (49.3) (28.5)
Treasury stock, at cost...................................... (584.4) (571.1)
Total shareholders' equity................................. 1,367.0 2,721.1
$6,057.4 $5,066.5
<FN>
Contingent Liabilities and Commitments (Notes 2, 3 and 8)

<FN>
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
PAGE
<PAGE>
<TABLE>
Consolidated Statements of Cash Flows
American Cyanamid Company and Subsidiaries

<CAPTION>
(Millions of dollars)
Years Ended December 31, 1993 1992 1991
<S> <C> <C> <C>

Cash flows provided by (used for) operating activities
Earnings (loss) from continuing operations.................. $(163.7) $ 349.6 $ 328.8
Adjustments to reconcile earnings (loss) from continuing
operations to net cash provided by operating activities:
Acquired in-process research and development (Note 3)..... 378.4 - -
Restructuring (Note 3).................................... 133.4 - -
Depreciation and amortization............................. 218.8 198.1 176.7
Other, net................................................ (55.2) 36.9 28.4
Changes in assets and liabilities, net of effects from
acquisitions/dispositions of businesses:
Accounts receivable..................................... (112.2) (131.6) 28.2
Inventories............................................. (76.2) (111.4) 26.1
Accounts payable and accrued expenses................... 272.1 113.0 14.1
Income taxes............................................ 115.4 15.5 (28.6)
Other assets and liabilities............................ 123.1 10.0 (56.7)
Net cash provided by operating activities
of continuing operations................................ 833.9 480.1 517.0
Net cash provided by operating activities
of discontinued operations.............................. 62.4 139.8 149.7
Net cash provided by operating activities................... 896.3 619.9 666.7
Cash flows provided by (used for) investing activities
Additions to plants, equipment and facilities............... (305.5) (311.1) (300.2)
Acquisitions of businesses, net of cash acquired............ (554.5) - (2.3)
Additions to investments-principally marketable securities.. (467.1) (517.0) (167.9)
Reductions to investments-principally marketable securities. 588.9 378.0 192.1
Net investing activities of discontinued operations......... (119.4) (54.2) (76.5)
Other, net.................................................. (4.1) (3.2) 5.5
Net cash used for investing activities...................... (861.7) (507.5) (349.3)
Cash flows provided by (used for) financing activities
Change in short-term borrowings, net........................ 353.7 (78.8) 13.3
Funded debt:
Additions................................................. 209.5 291.3 32.2
Reductions................................................ (285.5) (59.7) (92.2)
Purchases of treasury stock................................. (22.3) (105.1) (152.0)
Cash dividends.............................................. (155.0) (146.3) (136.3)
Cash component of Cytec dividend........................... (41.6) - -
Net financing activities of discontinued operations......... (.5) .7 -
Other, net.................................................. 6.5 8.4 24.6
Net cash provided by (used for) financing activities........ 64.8 (89.5) (310.4)
Effect of exchange rate changes on cash..................... (15.0) (9.4) (9.7)
Increase (decrease) in cash and cash equivalents............ 84.4 13.5 (2.7)
Cash and cash equivalents, beginning of year................ 341.7 328.2 330.9
Cash and cash equivalents, end of year...................... $ 426.1 $ 341.7 $ 328.2

<FN>
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
PAGE
<PAGE>
Notes to Consolidated Financial Statements
American Cyanamid Company and Subsidiaries

1. Summary of Accounting Policies (Millions of dollars except per share
amounts)
Consolidation--The consolidated financial statements include the accounts of
American Cyanamid Company and all of its majority-owned subsidiaries (the
company). The minority interests separately disclosed herein reflect third-
party shareholder interests in majority-owned subsidiaries. All significant
intercompany transactions and balances have been eliminated. Subsidiaries
operating outside the United States and Canada are included on a fiscal year
basis ending November 30.
Certain reclassifications have been made to the 1992 and 1991 consolidated
financial statements to conform with the 1993 presentation.

Currency Translation--For most of the company's international operations, all
elements of financial statements are translated into U.S. dollars using
current exchange rates, with translation adjustments accumulated in
shareholders' equity. For other international operations, certain financial
statement amounts are translated at historical exchange rates with all other
assets and liabilities translated at current exchange rates. The resultant
translation adjustments for these international operations are recorded in
results of operations. These international operations are generally in
countries with hyperinflationary economies, principally in Latin America.

Depreciation and Amortization--Depreciation is provided primarily on a
straight-line composite method over the estimated useful lives of various
classes of assets. When such depreciable assets are sold or otherwise
retired from service, their cost, less amounts realized on sale or salvage,
is charged or credited to the accumulated depreciation account. The gain or
loss on depreciable assets when sold as part of a discontinued business is
recognized currently. Expenditures for maintenance and repairs are charged
to current operating expenses. Additions and betterments to either provide
necessary capacity, improve the efficiency of production units, modernize or
replace older facilities or install equipment for protection of the
environment are capitalized. Intangibles resulting from business
acquisitions are carried at cost and amortized over a period of up to 40
years unless, in the opinion of management, their lives are limited, or they
have sustained a permanent diminution in value, in which case they are either
immediately charged to operations or amortized over lesser periods.

Cash and Cash Equivalents--Securities with maturities of three months or less
when purchased are considered to be cash equivalents.

Financial Instruments--The carrying values of the company's financial
instruments approximate their current market or estimated fair values, except
marketable securities and investments and advances which are discussed in
Note 10 to the Consolidated Financial Statements. The following methods and
assumptions were used to estimate the fair value of each class of financial
instruments:

Cash and cash equivalents
The carrying amount approximates fair value due to the short-term maturity of
these instruments.

Marketable securities and investments and advances
The fair value of marketable securities and investments and advances held for
investment purposes are based on quoted market prices, if available. If a
quoted market price is not available, fair value is estimated using quoted
market prices for similar securities and investments.

continued
PAGE
<PAGE>
Notes to Consolidated Financial Statements
American Cyanamid Company and Subsidiaries

1. Summary of Accounting Policies (continued)
Short-term borrowings
The carrying amount approximates fair value due to the short-term maturity of
these instruments.

Funded debt
The fair value of long-term debt is estimated based on the quoted market
prices for the same or similar issues, or on the current rates offered to the
company for debt of the same remaining maturities.

Foreign currency contracts
The carrying amount approximates fair value as all forward foreign exchange
contracts are revalued monthly based on current exchange rates, hedge known,
firm future commitments and substantially all are less than six months in
length.

Concentrations of Credit Risk--The company is engaged primarily in the
manufacture and sale of a highly diversified line of medical and agricultural
products throughout the world. The company performs ongoing credit
evaluations of its customers' financial condition and, generally, requires no
collateral from its customers.

Inventories--Inventories are carried at the lower of cost or market. Cost is
determined on the last-in, first-out (LIFO) method for substantially all
inventories in the United States with all other inventories determined on the
first-in, first-out (FIFO) or average methods.

Taxes on Income--Effective January 1, 1993, the company adopted Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes."
It requires an asset and liability approach for financial accounting and
reporting for deferred income taxes. Prior to the adoption of SFAS No. 109,
deferred income taxes were provided to recognize the effect of timing
differences between financial statement and income tax accounting.

Postretirement Benefits--Effective January 1, 1993, the company adopted SFAS
No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions," which requires the accrual of retiree benefit costs over the
active service period of employees to the date of full eligibility for these
benefits. It was the company's practice to recognize the cost of these
benefits as claims were paid prior to the adoption of SFAS No. 106.

Earnings Per Share--Earnings per share of common stock is based on the
average number of shares outstanding during the year: 89,914,583 in 1993,
90,800,871 in 1992 and 93,206,651 in 1991. The stock options described in
Note 7 do not result in a material dilution of earnings per share.

2. Discontinued Operations
On August 17, 1993, the company's Board of Directors approved a formal plan
to effect the spin-off of Cytec Industries Inc. (Cytec), which encompassed
substantially all of the company's chemicals businesses including plant food,
to shareholders. On December 17, 1993, the Board of Directors declared a
dividend payable to shareholders of record as of December 28, 1993, at the
rate of one share of Cytec common stock for every seven shares of the
company's common stock. The reduction in the company's shareholders' equity
due to the Cytec dividend was approximately $52.9, or $.59 per share. On
January 24, 1994, the Cytec common shares were distributed as a taxable
dividend to shareholders. The company retained a $200.0 preferred stock
interest in Cytec. Such stock was issued in three series with varying
rights, earns cumulative dividends of approximately $14.6 each year, and
includes two
continued<PAGE>
<PAGE>
Notes to Consolidated Financial Statements
American Cyanamid Company and Subsidiaries

2. Discontinued Operations (continued)

series with mandatory redemption in fifteen years, one of which may be
converted into a maximum of 30% of Cytec's common stock. The third series
contains various financial covenants designed to preserve Cytec's ability to
discharge certain liabilities of Cyanamid which Cytec assumed upon the spin-
off. At December 31, 1993, the preferred stock interest is included in
investments and advances in the accompanying consolidated balance sheet.
In connection with the approval of the formal plan to effect the spin-off,
operating results of the chemicals business have been accounted for as
discontinued operations. Accordingly, the 1993 consolidated financial
statements exclude amounts for discontinued operations from captions
applicable to continuing operations. The 1992 and 1991 consolidated
financial statements have been restated to conform with the 1993
presentation.
In anticipation of the spin-off, in the third quarter the company
reflected in its results of discontinued operations certain costs related to
the disposition or termination of chemicals business operations not assumed
by Cytec (primarily the elimination of accumulated translation adjustments);
valuation allowances related to assets (primarily deferred tax assets)
transferred to Cytec; and other spin-off costs which amounted, in the
aggregate, to $326.8 on an after-tax basis.
Based upon a comprehensive review of environmental matters
completed during the third quarter, Cyanamid recorded a provision for
remediation expense of $98.2, net of tax. This provision related to past or
current chemicals business operations and was reflected in the operating
results of discontinued operations.
In conjunction with the spin-off, Cytec assumed substantially all
liabilities and obligations related to the chemicals business and agreed to
discharge and indemnify the company from future responsibility with regard to
such liabilities. Included in the liabilities assumed by Cytec are all or a
portion of the environmental liabilities related to the cleanup of 58
superfund sites, postretirement health care benefit obligations of current
and future chemicals retirees, and pension obligations along with the related
plan assets of active chemicals employees. The company retained the pension
obligations and related plan assets of substantially all retired chemicals
employees. The company also entered into an agreement with the Pension
Benefit Guarantee Corporation (PBGC) to reassume responsibility for the
active pension obligations and related plan assets or otherwise settle any
underfunding, if the PBGC determines it necessary to terminate the Cytec
pension plan and assume its liabilities because of a substantially increased
risk of nonpayment. In the opinion of management, Cytec had, at the date of
its spin-off from Cyanamid, adequate resources to discharge, in the ordinary
course of its continuing operations, all of the assumed liabilities.
Net sales of the chemicals business for the period ended
December 17, 1993, and the years ended December 31, 1992, and 1991 were
$1,028.8, $1,073.7 and $1,165.7, respectively. Earnings (loss) from
operations of such business for the period ended December 17, 1993, and the
years ended December 31, 1992, and 1991, are net of taxes (benefit) of
$(64.7), $16.0 and $19.8, respectively. The net assets held for distribution
on December 31, 1992 consist primarily of accounts receivable, inventory,
equity in associated companies, plants, equipment and facilities, accounts
payable and accrued expenses and other noncurrent liabilities.

3. Acquisitions and Restructuring

On June 1, 1993, shareholders of Immunex Corporation approved an agreement to
create a new biopharmaceutical company by merging the company's North
American Lederle oncology business with Immunex Corporation. The company
also continued<PAGE>
<PAGE>
Notes to Consolidated Financial Statements
American Cyanamid Company and Subsidiaries

3. Acquisitions and Restructuring (continued)
contributed $350.0 to the new company, which retained the Immunex name, and
received 53.5% of the common stock of the new company while the Immunex
shareholders retained the remaining 46.5%. The company is permitted to
increase its ownership of Immunex to 70% through purchases of publicly held
stock and is obligated to contribute additional cash or other consideration
to the new company if specified minimum sales of products, as defined in the
Agreement and Plan of Merger, are not achieved in any year through 1997. A
payment for 1993 of approximately $7.0 will be made in 1994. The acquisition
was reflected as a purchase in the accompanying consolidated financial
statements.
Incident to this acquisition, the company acquired the ongoing research and
development activities of Immunex resulting in a one-time, pre-tax charge in
1993 of $383.6 related principally to the write-off of these in-process
research and development costs. There was no significant tax benefit
available on this charge. Accordingly, earnings from continuing operations
and net earnings were reduced by $378.4, or $4.21 per share.
In the third quarter of 1993, the company and The Shell Petroleum Company
Limited signed an agreement pursuant to which the company later acquired
substantially all assets and liabilities of the Shell Companies' crop
protection businesses outside of North America. The acquisition involved all
of the Shell Companies' crop protection products, rights to related
intellectual property and all marketing activities. It also included a
biosciences research center at Schwabenheim, Germany; a major formulations
facility in Genay, France; and other formulations sites around the world.
The acquisition, reflected as a purchase in the accompanying consolidated
balance sheet, was substantially complete by the end of 1993. The total
purchase price will aggregate approximately $400.0 when all phases of the
acquisition are finalized, plus royalty payments on future product sales.
The accompanying consolidated statement of operations includes the
results of Immunex, net of minority shareholder interests, from the date of
the acquisition. There are no results of operations for the businesses
acquired from Shell included herein. Sales of the Shell Companies' crop
protection businesses outside of North America in 1993 were estimated to be
approximately $600.0. Had both acquisitions been effected at the beginning
of the year, the company's operating results on a pro forma basis would not
have been materially different.
In the fourth quarter of 1993, the company announced a global,
companywide restructuring program, which is expected to be accomplished over
three years. The restructuring includes a reduction in the company's
workforce, primarily in the medical business, and other cost-cutting measures
designed to meet increasingly competitive market conditions and government
health care reform efforts in the United States and Europe. A charge of
$207.9 for these costs was reflected in the company's operating results. The
major components of this charge were $132.7 for severance and related
outplacement costs to reduce the company's workforce; $22.1 to curtail and
consolidate certain product lines; $17.6 to reduce the carrying value of
certain assets affected by the restructuring to estimated realizable amounts;
and $35.5 for other restructuring measures. After allowing for tax benefits
of $74.5, the restructuring provision reduced earnings from continuing
operations and net earnings by $133.4, or $1.48 per share.

PAGE
<PAGE>
Notes to Consolidated Financial Statements
American Cyanamid Company and Subsidiaries

4. Inventories

1993 1992
Finished goods............................. $ 599.3 $408.4
Work in progress........................... 250.4 246.2
Raw materials and supplies................. 276.8 209.7
1,126.5 864.3
Less reduction to LIFO cost................ (98.6) (82.3)
$1,027.9 $782.0

At December 31, 1993, and 1992, LIFO inventories comprised approximately 51%
and 62%, respectively, of consolidated inventories. It is not practicable to
determine the major components of inventory under the dollar value LIFO
inventory method.

5. Plants, Equipment and Facilities

1993 1992
Land....................................... $ 136.1 $ 68.8
Buildings.................................. 879.4 743.7
Machinery and equipment.................... 1,888.1 1,683.2
Construction in progress................... 202.4 214.2
$3,106.0 $2,709.9

6. Funded Debt

Funded debt, excluding the current portion, is as follows:

1993 1992
Sinking fund debentures
7.375% due 2001.......................... $ 40.0 $ 47.6
8.375% due 2006.......................... 63.9 71.9
Promissory note
8.75% due 1995 to 1998................... - 55.5
7.5% due 1995 to 2000................... 16.4 -
Pollution control and industrial
revenue bonds
6.8% due 1995 to 2000.................... 18.6 19.3
6.5% due 1995 to 2006.................... 19.7 20.6
8.75% due 2013........................... 18.0 18.0
5.5% to 8.75% due at various dates
through 2020........................... 66.9 68.6
Eurosterling bonds
9.61% due 1995 to 1997................... 38.0 63.8
6.5% due 1995........................... 19.0 -
Sundry obligations......................... 43.8 43.0
$344.3 $408.3

Annual maturities of funded debt for the four years subsequent to December
31, 1994, are as follows: 1995-$74.5; 1996-$33.4; 1997-$25.9 and 1998-$16.6.
The 7.5% promissory note contains a provision to delay interest payments
until 1995 resulting in an effective interest rate of 6.86%.

continued
PAGE
<PAGE>
Notes to Consolidated Financial Statements
American Cyanamid Company and Subsidiaries

6. Funded Debt (continued)
During 1993, a subsidiary of the company borrowed 113.0 million
pounds sterling (approximately $167.7 million at December 31, 1993) with
principal amortization commencing in February 1994 and ending in January
1995. The interest rate on this borrowing was approximately 6.5% at December
31, 1993. The new borrowing was used entirely to finance the repurchase of
113.0 million pounds sterling of previously issued fifteen-year Eurosterling
bonds. This portion of the previously issued bonds was included in funded
debt installments due within one year at December 31, 1992, due to certain
collateral agreements with the purchaser which permitted reacquisition. This
transaction did not change the company's overall borrowing position.

7. Shareholders' Equity

Authorized Capital--Authorized capital includes 10,000,000 shares of
preferred stock with a par value of $1 per share, none of which are
outstanding, and 300,000 shares of which are reserved for issuance as Series
A Junior Participating Preferred Stock in connection with the Stockholder
Rights Plan described elsewhere in this note.
<TABLE>
<CAPTION> Common Stock Treasury Stock
Common Stock and Treasury Stock: Shares Amount Shares Amount
<S> <C> <C> <C> <C>
Balance at December 31, 1990...................... 102,633,293 $513.2 9,220,230 $(353.1)
Purchased....................................... - - 2,519,869 (152.0)
Issued pursuant to stock option plans........... 85,966 .4 (590,591) 24.5
Issued pursuant to incentive compensation plan.. - - (55,411) 2.3
Balance at December 31, 1991...................... 102,719,259 513.6 11,094,097 (478.3)
Purchased....................................... - - 1,813,663 (105.1)
Issued pursuant to stock option plans........... 406 - (232,053) 10.9
Issued pursuant to incentive compensation plan.. - - (30,534) 1.4
Balance at December 31, 1992...................... 102,719,665 513.6 12,645,173 (571.1)
Purchased....................................... - - 433,150 (22.3)
Issued pursuant to stock option plans........... 5,441 - (176,142) 8.5
Issued pursuant to incentive compensation plan.. - - (11,207) .5
Balance at December 31, 1993...................... 102,725,106 $513.6 12,890,974 $(584.4)
</TABLE>
In 1990, the company's Board of Directors approved a share repurchase
program. This program authorized the purchase of up to 12 million shares of
the company's common stock. The company also is purchasing treasury shares
over a period of time to fulfill its obligations under its stock option
plans. Common stock excludes 194,208 issued shares held by a subsidiary.

Stock Options--Under the company's stock option plans, key employees may be
granted ten-year options to purchase common stock at not less than 100% of
market value on the date of grant. At December 31, 1993, 8,282,780 shares
were reserved for stock options outstanding or available to be granted under
various plans. The majority of options are exercisable in cumulative
installments of one third of the number of shares commencing one year after
date of grant and annually thereafter. In 1992, the company's shareholders
approved a new stock option plan to make available 3,000,000 shares of common
stock plus an additional annual increment of 1% of the issued shares, with
the total number of shares available for the grant of stock options not to
exceed 5,000,000 at any time.

As options are exercised, the difference between the proceeds and cost of
treasury stock or par value of the company's common stock is recorded in
additional paid-in capital.

continued<PAGE>
<PAGE>
Notes to Consolidated Financial Statements
American Cyanamid Company and Subsidiaries

7. Shareholders' Equity (continued)
<TABLE>
Selected stock option data is as follows:
<CAPTION>
1993 1992 1991
<S> <C> <C> <C>

Options exercised during year:
Number of shares................... 198,414 236,297 714,919
Option price per share............. $17.55-52.50 $13.50-58.25 $ 9.70-52.50
Options outstanding at December 31:
Number of shares................... 5,723,992 5,124,409 4,451,548
Option price per share............. $11.08-65.50 $11.08-65.50 $11.08-65.50
Options exercisable at December 31... 3,888,246 3,233,245 2,593,216
</TABLE>
Additional Paid-in Capital--Changes in 1993, 1992 and 1991 are attributable
to the issuance of shares for stock options exercised net of related tax
benefits of $.9, $1.1 and $5.0, respectively.

Accumulated Translation and Other Adjustments--Changes in accumulated
translation and other adjustments are as follows:

1993 1992 1991

By category:
Translation adjustments............ $ 53.6 $38.8 $61.6
Discontinued operations (Note 2)... (40.5) - -
Distribution of Cytec Industries
Inc. common shares (Note 2)...... 7.4 - -
Other, net......................... .3 (.8) .4
Charge to accumulated translation
and other adjustments.............. $ 20.8 $38.0 $62.0

Stockholder Rights Plan--Pursuant to a distribution declared by the company's
Board of Directors in March 1986, there is included with each outstanding
share of Common Stock one half of a Right. The Rights are currently attached
to the certificates representing Common Stock and will not be transferable
apart from shares of Common Stock until a distribution of the Rights
(a Distribution) occurs. A Distribution will occur on the earlier of (i) ten
days following the date of public announcement that any person, entity or
group has acquired 20% or more of the outstanding shares of Common Stock or
(ii) ten days following commencement of a tender offer for 30% or more of the
outstanding shares of Common Stock.
Prior to Distribution, each full Right entitles the registered
holder to purchase one two-hundredth of a share of Series A Junior
Participating Preferred Stock at a price of $200, subject to adjustment.
After a Distribution has occurred, if, upon a merger in which the company is
the surviving corporation, any person acquires 50% of the outstanding shares
of Common Stock, or certain other events occur when there is a 20% holder of
Common Stock, each holder of a full Right (other than Rights held by an
acquiring person) will have the right to receive on exercise four shares of
Common Stock at a price equal to 25% of the market price of the Common Stock.
Upon the acquisition of the company or more than 50% of its assets, the
holder of a full Right will have the right to receive upon exercise common
stock of the acquiring party having a value of two times the exercise price
of the Right. The Rights are redeemable at a price of $.02 per Right prior
to the thirtieth day following an acquisition by any person or group of 20%
of the outstanding shares of Common Stock and will expire in March 1996.
This description of the Plan is qualified and governed by the terms and
conditions of the Rights Agreement, as amended.
<PAGE>
Notes to Consolidated Financial Statements
American Cyanamid Company and Subsidiaries

8. Contingent Liabilities and Commitments

Rental expense under property and equipment leases was $45.5 in 1993, $45.2
in 1992 and $41.2 in 1991. Estimated future minimum rental expenses under
property and equipment leases that have initial or remaining noncancelable
lease terms in excess of one year as of December 31, 1993, are: 1994-$21.7;
1995-$13.3; 1996-$7.6; 1997-$4.8; 1998-$3.3, and later years-$13.5 in the
aggregate. In general, the company accounts for leases as operating leases,
which in all material respects complies with SFAS No. 13.
To protect against fluctuations in foreign currencies related to
specific transactions, the company enters into foreign exchange contracts for
periods consistent with the underlying transaction exposures. Substantially
all of these contracts mature within a six-month period. As of December 31,
1993, the company had contracted to purchase and sell $112.6 and $278.4,
respectively, of primarily European currencies. The amounts at December 31,
1992, were $99.1 and $138.3, respectively.
Deductible amounts under the company's liability insurance coverage
(particularly product and environmental liability) are such that the company
must regard itself, for practical purposes, as self-insured with respect to
most events. The company has a self-insurance program which provides
reserves for costs based on past claims experience.
The company is a party to numerous suits and claims arising out of the
conduct of business, many of which involve very large damage claims,
including claims for punitive damages. As of December 31, 1993, included
among such suits were 21 involving personal injury or death allegedly
occurring in connection with administration of the company's DTP (diphtheria-
tetanus-pertussis) and oral polio vaccines. In 1990, the company's supplier
of MAXZIDE triamterene/hydrochlorothiazide filed suit against the company
alleging breach of a 1984 exclusive licensing agreement and seeking damages
and rights to the MAXZIDE trademarks and trade dress owned by the company.
After a trial on the merits in Federal District Court, a jury rejected the
supplier's claims. Plaintiff's time to appeal has not expired. In 1991, a
suit was filed against the company alleging patent infringement by the
company in the sale of HIBTITER Haemophilus b conjugate vaccine in the United
States and seeking damages. After trial on the merits, a district court held
that the HIBTITER vaccine did not infringe the patent claims cited by the
plaintiffs and that the cited claims were invalid. The Court of Appeals for
the Federal Circuit on October 6, 1993, affirmed the District Court's holding
that the cited patent claims were not infringed. Early in 1994, the company
pleaded guilty to a record keeping misdeameanor and paid a small fine related
to allegations that a company employee had manipulated data related to Cygro
coccidiostat in combination with other products. The settlement does not
cover the company employee. The Federal Trade Commission has subpoenaed
information concerning (i) the company's opposition to a petition by another
company to the FDA to reclassify sutures and a patent infringement lawsuit
against that company, (ii) sales of childhood vaccines to governmental
purchasers, and (iii) prices charged for certain agricultural products.
As of December 31, 1993, the company was a party to, or otherwise
involved in, legal proceedings directed at the cleanup of 39 Superfund sites.
These sites exclude sites for which full liability was assumed by Cytec upon
the spin-off but include certain sites for which there is shared
responsibility between the company and Cytec. See Note 2 to the Consolidated
Financial Statements. In many cases, future environmental related
expenditures cannot be quantified with a reasonable degree of accuracy. The
cost of cleanups for which the company remains primarily liable may be in
excess of current environmental related accruals. 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. As assessments and
cleanups

continued

<PAGE>
Notes to Consolidated Financial Statements
American Cyanamid Company and Subsidiaries

8. Contingent Liabilities and Commitments (continued)

proceed, these liabilities are reviewed periodically and adjusted as
additional information becomes available. 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 aggregate environmental
related accruals were $187.3 and $120.4 at December 31, 1993, and 1992,
respectively. All accruals have been recorded without giving effect to any
possible future insurance proceeds. Various environmental matters are
currently being litigated and potential insurance recoveries are unknown at
this time. Cash expenditures often lag by a number of years the period in
which an accrual is recorded.
While it is not feasible to predict the outcome of all pending suits
and claims, based on the most recent review by management of these matters,
management is of the opinion that their ultimate disposition will not have a
material adverse effect upon the consolidated financial position of the
company.

9. Taxes on Income

Effective January 1, 1993, the company adopted SFAS No. 109, "Accounting for
Income Taxes." It requires an asset and liability approach for financial
accounting and reporting for deferred income taxes. The cumulative effect of
this accounting change was a one-time gain of $13.0, or $.14 per share.
Prior year financial statements have not been restated to apply the
provisions of SFAS No. 109. In conjunction with the spin-off of Cytec, the
portion of the cumulative effect of this accounting change applicable to the
chemicals business is reflected in discontinued operations. Accordingly,
there were gains of $2.4, or $.02 per share, to continuing operations and
$10.6, or $.12 per share, to discontinued operations.
Taxes on income are based on earnings (loss) before taxes on income-
continuing operations as follows:
1993 1992 1991
Domestic........................ $(305.8) $232.6 $235.0
Foreign......................... 193.6 320.2 273.3
$(112.2) $552.8 $508.3

The components of the provision (benefit) are:
1993 1992 1991
Current:
Federal...................... $ 136.6 $ 43.2 $ 25.5
Foreign...................... 75.7 108.8 92.0
Other........................ 34.0 12.8 11.7
246.3 164.8 129.2
Deferred:
Federal...................... (149.6) 23.9 28.8
Foreign and other............ (54.1) 6.9 5.0
(203.7) 30.8 33.8
Total taxes on income........... $ 42.6 $195.6 $163.0

Domestic and foreign earnings before taxes on income-continuing operations
include all income derived from continuing operations in the respective U.S.
and foreign geographic areas, whereas provisions for taxes on income include
all income taxes payable to U.S., foreign and other governments as
applicable, regardless of the situs in which the taxable income is generated.

continued
PAGE
<PAGE>
Notes to Consolidated Financial Statements
American Cyanamid Company and Subsidiaries

9. Taxes on Income (continued)

The 1993 provision for income taxes attributable to continuing operations
includes a benefit of approximately $16.1, or $.18 per share, related to the
change in tax laws and rates included in the Omnibus Budget Reconciliation
Act of 1993 (OBRA) signed into law on August 10, 1993. This benefit was due
primarily to the remeasuring of the company's domestic net deferred tax
assets in accordance with SFAS No. 109 to reflect an increase in the
statutory tax rate. Deferred income taxes as of December 31, 1993, reflect
the impact of "temporary differences" between amounts of assets and
liabilities for financial reporting purposes and such amounts as measured by
tax laws. These temporary differences are determined in accordance with SFAS
No. 109 and are more inclusive in nature than "timing differences" as
determined under previously applicable accounting principles. The temporary
differences which give rise to deferred tax assets and liabilities as of
December 31, 1993, are as follows:

Accumulated depreciation $(90.5)
Prepaid pension (55.9)
Other (60.7)
Gross deferred tax liabilities (207.1)

Operating accruals 339.5
Inventory 111.9
Restructuring accruals 139.8
Environmental accruals 77.2
Postretirement obligations 222.0
Net operating loss carryforwards 75.1
Other 27.2
Gross deferred tax assets 992.7

Deferred tax assets valuation allowance (91.6)
$694.0

A valuation allowance is provided when it is more likely than not that some
portion or all of the deferred tax assets will not be realized. The company
has established valuation allowances primarily for net operating loss
carryforwards and portions of other deferred tax assets of international
operations, principally in Latin America. Based on the company's historical
taxable income record, adjusted for significant nonrecurring items such as
the gain on the sale of the businesses of the Shulton Group in 1990,
management believes it is more likely than not that the company will realize
the benefit of the net deferred tax assets existing at December 31, 1993.
Further, management believes the existing net deductible temporary
differences will reverse during periods in which the company generates net
taxable income. There can be no assurance, however, that the company will
generate taxable earnings or any specific level of continuing earnings in the
future.
During 1993, the deferred tax assets valuation allowance increased
$57.7 due primarily to acquired Immunex net operating loss carryforwards.
The financial reporting basis of investments in certain domestic and
foreign subsidiaries exceeds their tax basis. In accordance with SFAS
No. 109, a deferred tax liability is not recorded for the excess because the
investments are essentially permanent. A reversal of the company's plans to
permanently invest in these operations would cause the excess to become
taxable. On December 31, 1993, these temporary differences were
approximately $453.4. A
continued
PAGE
<PAGE>
Notes to Consolidated Financial Statements
American Cyanamid Company and Subsidiaries

9. Taxes on Income (continued)

determination of the amount of unrecognized deferred tax liability related to
these investments is not practicable. The principal components of deferred
tax provisions in 1993 include estimated litigation costs not currently
deductible for tax purposes, restructuring accruals and operating accruals.
One of the principal components of deferred tax provisions in 1992 and 1991
relates to estimated litigation costs not currently deductible for tax
purposes. The principal components of deferred tax provisions, other than
estimated litigation costs, in 1992 and 1991 are the excess of tax over book
expenses for depreciation (1992-$4.4 and 1991-$4.7) and employee benefits
(1992-$8.5 and 1991 - $19.6).
A reconciliation between the company's effective tax rate and the U.S.
federal income tax rate on earnings (loss) from continuing operations is as
follows:

1993 1992 1991
Federal income tax rate......... (35.0)% 34.0% 34.0%
Immunex acquisition............. 114.8 - -
Income subject to other than
the federal income tax rate... (64.2) (1.4) (2.6)
Net operating losses for
which no tax benefit is
currently available........... 7.7 .4 1.1
Other, net...................... 14.6 2.4 (.4)
Effective tax rate.............. 37.9% 35.4% 32.1%

There was no significant tax benefit available on the one-time charge of
$383.6 resulting from the Immunex acquisition which significantly increased
the 1993 effective tax rate. Other factors affecting the effective tax rate
in 1993 compared to 1992 include a change in the mix of income among taxing
jurisdictions and the passage of OBRA. Factors affecting the effective tax
rate in 1992 compared to 1991 relate primarily to a change in the mix of
income among taxing jurisdictions.

10. Other Financial Information

Included in accounts payable and accrued expenses at December 31, 1993, and
1992, respectively, are trade payables of $377.0 and $265.8, employee
benefits of $190.2 and $92.6, salaries and wages of $98.0 and $113.7, checks
outstanding in excess of certain domestic cash balances of $61.2 and $66.1,
and environmental related accruals of $15.0 and $10.0.
Included in other noncurrent liabilities at December 31, 1993, and
1992, respectively, are environmental related accruals of $172.3 and $110.4,
and employee benefits of $292.1 and $129.1. Also included in other
noncurrent liabilities at December 31, 1993, is accrued postretirement
benefit cost of $545.7.
At December 31, 1993, the company had $700.0 of domestic short-term
lines of credit available. The revolving credit facilities are divided
between a $300.0 facility with a commitment period of one year and a $400.0
facility with a commitment period of three years.
Maintenance and repairs were $109.8 in 1993, $107.1 in 1992 and
$97.5 in 1991. Taxes other than income and payroll taxes were $19.6 in 1993,
$22.1 in 1992 and $21.3 in 1991. Advertising was $345.0 in 1993, $363.8 in
1992 and $339.8 in 1991. Foreign exchange losses were $29.3 in 1993, $30.9
in 1992 and $25.1 in 1991.

continued
PAGE
<PAGE>
Notes to Consolidated Financial Statements
American Cyanamid Company and Subsidiaries

10. Other Financial Information (continued)

Cash payments during the years ended December 31, 1993, 1992 and
1991 included interest (net of amounts capitalized) of $70.6, $55.3, and
$50.2 and income taxes of $133.4, $156.9 and $224.9, respectively.
Included in consolidated earnings employed in the business at
December 31, 1993, and 1992, are undistributed earnings of associated
companies of $30.3 and $118.3, and non-U.S. subsidiaries of $481.8 and
$592.8, respectively.
The estimated carrying and fair values of the company's marketable
securities and investments and advances as of December 31 are as follows:

1993 1992
Carrying Fair Carrying Fair
Amount Value Amount Value

Marketable securities $101.7 $117.6 $125.9 $145.8
Investments and advances 307.2 405.8 171.8 276.3

Total $408.9 $523.4 $297.7 $422.1

11. Retirement Plans

The company has various pension plans covering substantially all employees in
the United States and Canada and certain employees in foreign countries.
Plans covering most employees provide benefits based on years of service and
compensation. The company generally makes contributions to the plans at
least equal to the amounts accrued for pension expense to the extent such
contributions are currently deductible for tax purposes or as required by
local employee benefit and tax laws.
Total pension expense for 1993, 1992 and 1991 included the components
listed in the table below. Net pension expense has not been restated for
amounts related to Cytec as no detailed financial information regarding
components of net periodic pension cost for Cytec was available.

1993 1992 1991
Service cost - benefits earned during the period. $ 37.6 $ 34.4 $ 30.3
Interest cost on projected benefit obligation.... 128.9 124.7 118.1
Actual return on assets.......................... (215.3) (187.2) (211.9)
Net amortization and deferral.................... 89.7 66.4 105.2
Net pension expense.............................. $ 40.9 $ 38.3 $ 41.7

The table below sets forth the combined funded status of U.S. plans at
November 30, 1993, and 1992, foreign plans at September 30, 1993, and 1992,
and the amounts recognized in the company's consolidated balance sheets at
December 31, 1993, and 1992. In connection with the spin-off of Cytec, the
company retained the pension obligations and related plan assets associated
with substantially all retirees of the chemicals business. Cytec assumed the
pension obligations and related plan assets for active chemicals business

continued
PAGE
<PAGE>
Notes to Consolidated Financial Statements
American Cyanamid Company and Subsidiaries

11. Retirement Plans (continued)

employees. The funded status table below reflects only the post spin-off
obligations and related plan assets of the company at November 30, 1993.
<TABLE>
<CAPTION> Plans for Which Plans for Which
Assets Exceed Accumulated
Accumulated Benefits
Benefits Exceed Assets*
<S> <C> <C> <C> <C>
1993 1992 1993 1992
Actuarial present value of benefit obligations:
Vested benefit obligation.................. $1,258.7 $1,172.9 $ 66.9 $113.1
Accumulated benefit obligation............. $1,293.6 $1,222.8 $ 84.6 $128.3
Projected benefit obligation............... $1,385.9 $1,374.6 $121.1 $163.6
Plan assets at fair value, primarily
listed stocks and bonds.................... 1,412.5 1,445.3 8.3 65.3
Projected benefit obligation (under) over
plan assets................................ (26.6) (70.7) 112.8 98.3
Unrecognized net loss ....................... (122.3) (82.4) (23.6) (33.7)
Unrecognized prior service cost.............. (13.2) (22.7) (12.4) (10.4)
Unrecognized transition asset (obligation)... 41.7 36.4 (14.9) (3.4)
Adjustment required to recognize
minimum liability.......................... - - 21.5 16.9
(Prepaid) accrued pension cost
recognized on balance sheet................ $ (120.4) $ (139.4) $ 83.4 $ 67.7

* Primarily foreign and non-qualified U.S. plans.
</TABLE>
The following table sets forth the major assumptions used to determine the
above information:
1993 1992 1991
Assumed discount rate............................ 7.5% 8.5% 9.0%
Assumed rates for future compensation increases.. 5.0% 6.0% 6.0%
Expected long-term rate of return on plan assets. 9.0% 9.0% 9.0%

For the company's U.S. employees who became employees of Cytec on January 1,
1994, Cytec assumed the accrued pension obligations and related assets under
the Cyanamid Employees Retirement Plan and the related accrued pension
obligations under the company's unfunded ERISA Excess and Supplemental
Retirement Plans. Cytec agreed with the company to maintain a separate
pension plan from which benefits solely attributable to company service will
be paid (the "Past Service Retirement Plan"). The accrued benefits under the
Past Service Retirement Plan will be frozen and generally will not increase
based on service with Cytec. The company agreed to transfer to the Past
Service Retirement Plan pension assets as determined pursuant to the Employee
Retirement Income Security Act. The funded status of the Past Service
Retirement Plan as of the date of the transfer is dependent on the funded
status of the company's existing pension plan as well as other factors. See
Note 2 to the Consolidated Financial Statements.
In connection with the Shell acquisition discussed in Note 3 to the
Consolidated Financial Statements, the company has assumed an estimated
pension liability of approximately $63.0 associated with a foreign subsidiary
of Shell which is reflected within other noncurrent liabilities in the
accompanying 1993 consolidated balance sheet. Final actuarial data necessary
to comply with the pension disclosure requirements above was not available at
year-end.
continued
PAGE
<PAGE>
Notes to Consolidated Financial Statements
American Cyanamid Company and Subsidiaries

12. Postretirement Benefits

In addition to providing pension benefits, the company sponsors a defined
benefit health care plan that provides medical and life insurance benefits to
retirees who meet minimum age and service requirements. The plan is
contributory and contains other cost-sharing features such as deductibles and
coinsurance. Effective January 1, 1993, the company adopted SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions,"
which requires the accrual of retiree benefit costs over the active service
period of employees to the date of full eligibility for these benefits. It
was the company's practice to recognize the cost of these benefits as claims
were paid prior to 1993.
The aggregate initial accumulated postretirement benefit obligation
(APBO), which represents that portion of future retiree medical costs related
to service already provided by both active and retired employees at January
1, 1993, was $565.4, net of deferred income tax effects of $355.6, or $6.28
per share. The company elected to record this obligation, measured as of
November 30, 1992, as a one-time cumulative charge to earnings. In
connection with the spin-off of Cytec, Cytec assumed the postretirement
benefit obligations of all current and future retirees of the chemicals
business. See Note 2 to the Consolidated Financial Statements.
Consequently, the portion of the cumulative effect of this accounting change
applicable to the chemicals business is reflected in discontinued operations.
Accordingly, there were charges of $335.0, net of deferred income tax effects
of $210.7, or $3.72 per share, to continuing operations and $230.4, net of
deferred income tax effects of $144.9, or $2.56 per share, to discontinued
operations.
The effect on continuing operations of adopting this new accounting
statement increased 1993 postretirement benefit expense on a pre-tax basis by
approximately $21.0. Accordingly, loss from continuing operations and net
loss in 1993 include approximately $13.0, or $0.14 per share, of incremental
expense on an after-tax basis related to adoption of this new accounting
statement. Postretirement benefit expense for 1992 and 1991 of $40.1 and
$37.5, respectively, was recorded on a cash basis and has not been restated.
There was no impact on cash flow as the company plans to continue to fund the
obligation as the claims are paid. Total postretirement benefit expense in
1993 was $89.2 and consisted of service cost of $11.0 and interest cost of
$78.2. The charge to continuing operations was $53.2 and consisted of
service cost of $7.3 and interest cost of $45.9.
During the latter part of 1993, the company approved and announced
significant changes to its postretirement defined benefit health care plan.
The plan changes consisted primarily of increased retiree contributions,
higher annual deductibles, and changes in coordination of benefits with
Medicare. Most of the changes are effective beginning February 1, 1994.
These plan changes reduced the accumulated postretirement benefit obligation
measured at November 30, 1993, and will reduce future postretirement benefit
expense compared to 1993.

continued
PAGE
<PAGE>
Notes to Consolidated Financial Statements
American Cyanamid Company and Subsidiaries

12. Postretirement Benefits (continued)

The accrued postretirement benefit cost recognized in the company's
consolidated balance sheet at December 31, 1993, includes $30.0 in accounts
payable and accrued expenses and $545.7 in other noncurrent liabilities. The
following table presents the plan's funded status at November 30, 1993:

Expected postretirement benefit obligation $523.4
Accumulated postretirement benefit obligation (APBO):
Retirees and surviving spouses $337.4
Fully eligible active plan participants 77.8
Other active plan participants 45.7
Total APBO 460.9
Fair value of plan assets -
APBO over fair value of plan assets 460.9
Unrecognized net gain 18.6
Unrecognized negative prior service cost 96.2
Accrued postretirement benefit cost $575.7

Measurement of the accumulated postretirement benefit obligation was based on
actuarial assumptions including a discount rate of 7.5% and an average rate
of future compensation increases of 5.0% (for life insurance purposes only).
The assumed rate of future increases in the per capita cost of health care
benefits (health care cost trend rate) is 12.0% in 1994 decreasing evenly
over 7 years to 5.0% and remaining at that level thereafter. The health care
cost trend rate has a significant effect on the reported amounts of APBO and
related expense. For example, increasing the health care cost trend rate by
one percentage point in each year would increase the APBO at
November 30, 1993, and the 1993 aggregate service and interest cost by
approximately $50.9 and $5.0, respectively.

13. Operations by Business Groups and Geographic Areas

The following commentary relates to the tables appearing on pages 21 and 22.
The company is engaged primarily in the manufacture and sale of a
highly diversified line of medical and agricultural products.
Sales, at cost, between business groups were immaterial.
Intergeographic sales are made at prices which provide reasonable and
appropriate returns based upon the respective properties employed and
businesses conducted, and applicable eliminations have been applied to the
intergeographic transactions.
Operating earnings consist of total net sales less operating
expenses. In computing operating earnings, none of the following items have
been added or deducted: general corporate expenses, interest expense,
interest income and taxes on income.
1993 operating earnings of the Medical Group and United States
geographic area include a one-time, pre-tax charge of $383.6 related to the
Immunex acquisition. See Note 3 to the Consolidated Financial Statements.
In 1993, the company announced a restructuring program which is
expected to be accomplished over three years. See Note 3 to the Consolidated
Financial Statements. A pre-tax charge of $207.9 for these costs was
reflected in the company's operating results. On a business group basis,
Medical and Agricultural Group operating results include $184.4 and $19.3 of
this charge, respectively. The remaining costs were included in general
corporate expenses. On a geographic area basis, operating results in the
United States, other western hemisphere and eastern hemisphere include
$114.4, $6.7 and $82.6 of this charge, respectively.
Identifiable assets are those assets used in the company's
operations in each business group or geographic area. Corporate assets are
primarily cash and cash equivalents, marketable securities, investments and
advances, construction in progress, deferred tax assets and prepaid expenses.
PAGE
<PAGE>
Notes to Consolidated Financial Statements
American Cyanamid Company and Subsidiaries

<TABLE>
<CAPTION>
(Millions of dollars)
Business Groups 1993 1992 1991
<S> <C> <C> <C>

Net sales
Medical....................................... $2,865.8 $2,893.4 $2,641.9
Agricultural.................................. 1,411.0 1,300.4 1,178.6
$4,276.8 $4,193.8 $3,820.5
Operating earnings (loss)
Medical....................................... $ (296.5) $ 396.3 $ 389.6
Agricultural.................................. 244.9 239.4 192.9
(51.6) 635.7 582.5
General corporate expenses...................... (51.7) (75.9) (64.4)
Interest expense, net of interest income........ (8.9) (7.0) (9.8)
Earnings (loss) before taxes on income -
continuing operations......................... $ (112.2) $ 552.8 $ 508.3

Minority interests
Medical....................................... $ .5 $ (7.1) $ (11.3)
Agricultural.................................. (9.4) ( .5) (5.2)
$ (8.9) $ (7.6) $ (16.5)
Identifiable assets
Medical....................................... $2,438.0 $2,199.2 $1,919.5
Agricultural.................................. 1,455.2 1,052.9 1,022.2
3,893.2 3,252.1 2,941.7
Corporate assets................................ 2,164.2 1,814.4 1,746.9
Total assets.................................... $6,057.4 $5,066.5 $4,688.6

Depreciation and amortization
Medical....................................... $ 143.0 $ 124.0 $ 104.1
Agricultural.................................. 66.0 64.4 59.9
Corporate..................................... 9.8 9.7 12.7
$ 218.8 $ 198.1 $ 176.7
Capital additions
Medical....................................... $ 184.5 $ 211.2 $ 185.0
Agricultural.................................. 106.5 96.7 101.8
Corporate..................................... 14.5 3.2 13.4
$ 305.5 $ 311.1 $ 300.2
</TABLE>
<PAGE>
<PAGE>
Notes to Consolidated Financial Statements
American Cyanamid Company and Subsidiaries

<TABLE>
<CAPTION>
(Millions of dollars)
Geographic Areas 1993 1992 1991
<S> <C> <C> <C>

Net sales
United States................................. $2,572.5 $2,445.1 $2,216.1
Other western hemisphere...................... 415.3 365.5 325.6
Eastern hemisphere............................ 1,289.0 1,383.2 1,278.8
$4,276.8 $4,193.8 $3,820.5
Intergeographic sales
United States................................. $ 389.2 $ 336.2 $ 267.7
Other western hemisphere...................... 37.2 30.3 24.7
Eastern hemisphere............................ 37.2 49.7 46.3
Eliminations.................................. (463.6) (416.2) (338.7)
- - -
Operating earnings (loss)
United States................................. $ (258.1) $ 313.2 $ 282.7
Other western hemisphere...................... 62.1 24.6 24.8
Eastern hemisphere............................ 144.4 297.9 275.0
(51.6) 635.7 582.5
General corporate expenses...................... (51.7) (75.9) (64.4)
Interest expense, net of investment income...... (8.9) (7.0) (9.8)
Earnings before taxes on income-continuing
operations.................................... $ (112.2) $ 552.8 $ 508.3

Minority interests
United States................................. $ 8.9 $ - $ -
Other western hemisphere...................... - - -
Eastern hemisphere............................ (17.8) (7.6) (16.5)
$ (8.9) $ (7.6) $ (16.5)
Identifiable assets
United States................................. $2,240.6 $2,160.2 $1,745.6
Other western hemisphere...................... 300.8 289.0 260.4
Eastern hemisphere............................ 1,351.8 802.9 935.7
3,893.2 3,252.1 2,941.7
Corporate assets................................ 2,164.2 1,814.4 1,746.9
Total assets.................................... $6,057.4 $5,066.5 $4,688.6
</TABLE>
PAGE
<PAGE>
Management Statement
American Cyanamid Company and Subsidiaries

Your management has prepared and is responsible for the accompanying
consolidated financial statements. These statements have been prepared in
conformity with generally accepted accounting principles appropriate in the
circumstances and necessarily include some amounts based on management's
estimates and judgments. All financial information in this annual report is
consistent with that in the consolidated financial statements.
The company maintains a system of internal accounting controls designed to
provide reasonable assurance that assets are safeguarded from loss or
unauthorized use, that transactions are executed in accordance with
management's authorization, and that accounting records may be relied upon
for the preparation of financial statements. The concept of reasonable
assurance is based upon the premise that the costs of controls should not
exceed the benefits derived from them. The system is monitored by a
corporate staff of traveling internal auditors.
The company's independent auditors, KPMG Peat Marwick, have audited the
consolidated financial statements. Their audits were conducted in accordance
with generally accepted auditing standards as indicated in their report
below.
The Audit Committee of the Board of Directors, composed solely of
nonmanagement directors, meets periodically with management, the internal
auditors and the independent auditors to review internal accounting control,
auditing and financial reporting matters. Both the internal auditors and the
independent auditors have full and free access to the Audit Committee.

Independent Auditors' Report
American Cyanamid Company and Subsidiaries

The Board of Directors and Shareholders
American Cyanamid Company:

We have audited the accompanying consolidated balance sheets of American
Cyanamid Company and subsidiaries as of December 31, 1993 and 1992, and the
related consolidated statements of operations, earnings employed in the
business, and cash flows for each of the years in the three-year period ended
December 31, 1993. These consolidated financial statements are the
responsibility of the company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of American
Cyanamid Company and subsidiaries at December 31, 1993 and 1992, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1993, in conformity with generally
accepted accounting principles.
As discussed in Note 1 to the Consolidated Financial Statements, the
company adopted the provisions of the Financial Accounting Standards Board's
Statements of Financial Accounting Standards No. 106, "Employers' Accounting
for Postretirement Benefits Other Than Pensions," and No. 109, "Accounting
for Income Taxes," effective January 1, 1993.
KPMG Peat Marwick
Short Hills, NJ
February 8, 1994
PAGE
<PAGE>
Five-Year Summary
American Cyanamid Company and Subsidiaries

<TABLE>
<CAPTION> (Dollars in millions except per share amounts)
Operations 1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C>
Net sales..................................... $ 4,277 $4,194 $3,821 $3,380 $3,014
Manufacturing cost of sales................... 1,633 1,568 1,473 1,336 1,134
Selling, advertising, administrative and
general..................................... 1,607 1,560 1,383 1,211 1,059
Research and development...................... 596 531 456 420 354
Acquired in-process research and development.. 384 - - - -
Restructuring................................. 208 - - - -
Interest and other income, net................ 101 77 53 52 79
Interest expense.............................. 62 59 54 88 148
Taxes on income............................... 43 196 163 120 150
Earnings (loss) before minority interests..... (155) 357 345 257 248
Earnings (loss) from continuing operations.... (164) 350 329 240 232
Earnings (loss) from discontinued operations.. (622) 45 30 113 60
Cumulative effect of accounting changes....... (333) - - - -
Net earnings (loss)........................... (1,119) 395 359 353 292
Per share of common stock:
Earnings (loss) from continuing operations.. (1.82) 3.85 3.53 2.52 2.48
Earnings (loss) from discontinued operations (6.92) .50 .32 1.19 .64
Cumulative effect of accounting changes..... (3.70) - - - -
Net earnings (loss)......................... (12.44) 4.35 3.85 3.71 3.12
Cash dividends.............................. 1.7250 1.6125 1.4625 1.35 1.3125
Average number of shares of common stock
outstanding (used in calculating earnings
per share).................................. 89.9 90.8 93.2 95.1 93.7

Other Data

Capital additions............................. $ 306 $ 311 $ 300 $ 298 $ 296
Current assets................................ 3,086 2,209 1,996 2,139 2,118
Current liabilities........................... 2,730 1,370 1,202 1,315 1,571
Working capital............................... 356 839 794 824 547
Plants, equipment and facilities.............. 3,106 2,710 2,509 2,337 2,102
Net plant investment.......................... 1,770 1,563 1,450 1,338 1,188
Total assets.................................. 6,057 5,067 4,689 4,729 4,687
Funded debt................................... 344 408 380 386 457
Shareholders' equity.......................... 1,367 2,721 2,604 2,563 2,321

See accompanying Notes to Consolidated Financial Statements, in particular, Notes 2, 3, 9
and 12.
</TABLE>
<PAGE>

<PAGE>
Discussion and Analysis of Financial Condition and Results of Operations
American Cyanamid Company and Subsidiaries

Financial Condition

Liquidity of a company may be measured by its liquid asset position, its
ability to generate funds from operations and its ability to arrange external
financing.
At December 31, 1993, the company had available for its operations
approximately $528 million in cash and cash equivalents, marketable
securities and time deposits. This source of liquidity, combined with other
assets convertible to cash over a relatively short period of time, provides
the company with the capability to satisfy normal cash requirements from its
own resources. Net cash flows from operating activities of continuing
operations in 1993 totaled about $834 million. This amount, combined with
existing cash and cash equivalents and increased short-term borrowings,
provided the company with adequate resources for the Immunex and Shell
acquisitions, capital expenditures of approximately $306 million, dividend
payments to shareholders of approximately $155 million and other cash
requirements.
In addition to the cash flows from operating activities and liquid
assets discussed above, the company has approximately $700 million in
unutilized lines of credit in the United States at December 31, 1993. These
lines are available to satisfy cash requirements, should such a need arise,
or to support commercial paper borrowings, and are supplemented by a variety
of other credit facilities maintained by foreign subsidiaries.
At December 31, 1993, aggregate debt financing was approximately
$960 million, equal to 39% of total debt and equity including minority
interests and is comprised of short-term borrowings of approximately $433
million and funded debt, including the portion due within one year, of
approximately $527 million. At December 31, 1992, aggregate debt financing
was approximately $674 million, equal to 20% of total debt and equity
including minority interests. The company increased its level of debt
financing from December 31, 1992, in order to meet working capital
requirements. The increase in the level of aggregate debt financing as a
percentage of total debt and equity including minority interests is due
primarily to the reduction in equity caused by the one-time, after-tax
charges related to discontinued operations, the Immunex acquisition and the
restructuring program, and accounting changes as discussed in Notes 2, 3, 9
and 12 to the Consolidated Financial Statements, respectively, and the
increased level of aggregate debt financing.
The company believes it is capable of raising substantial amounts
of short-term and long-term debt in the United States and other financial
markets, if necessary. Based on projected internal cash generation, current
levels of liquid assets and the credit capacity to support additional
financing, the company expects to continue to be able to competitively
finance operating cash requirements and planned capital expenditures for
1994, including the amount already committed at December 31, 1993, of
approximately $125 million. All planned capital expenditures are intended
either to provide necessary capacity, to improve the efficiency of production
units, to modernize or replace older facilities, or to install equipment
required for protection of the environment.
The company considers its December 31, 1993, financial condition
and anticipated 1994 cash flows from operating activities to be of the most
significance in assessing its liquidity. Importance also can be attached to
prior years' data which evidence an ability to maintain liquidity over a
period of time. Data for 1992 and 1991 corresponding to the 1993 data
discussed above are readily obtainable from the consolidated financial
information included in this annual report.

All brand names appearing in bold capital letters are trademarks, registered
trademarks or service marks owned by or licensed to the company.<PAGE>
<PAGE>
Discussion and Analysis of Financial Condition and Results of Operations
American Cyanamid Company and Subsidiaries

Results of Operations

Government health care proposals - The Clinton administration and several
members of Congress have proposed various initiatives which may have a
significant impact on the health care industry. These initiatives consist
primarily of various forms of government mandated managed health care. They
include creation of health care alliances, federally mandated spending
restrictions, creation of a Medicare rebate program covering prescription
drugs, and various tax-law changes. The company cannot predict the outcome
of these proposals at this time or the impact on the company's future results
of operations.

Recently enacted legislation - The Omnibus Budget Reconciliation Act of 1993
(OBRA), signed into law on August 10, 1993, included provisions that are
expected to have an adverse effect on the sales and earnings of the
biologicals (vaccines) business beginning in the fourth quarter of 1994. It
also included provisions which reduced the federal income tax benefits
related to manufacturing activities in Puerto Rico. The reduction in these
Puerto Rico tax benefits will have an unfavorable impact on the company's
future results of operations. Other sections of OBRA contained provisions
which will, to a lesser extent, have a favorable impact on the company's
future results of operations.

Restructuring program - During 1993, the company announced that it had begun
a global, companywide restructuring program, which is expected to be
accomplished over three years. The restructuring includes a reduction in the
company's workforce, primarily in the medical business, and other cost-
cutting measures designed to meet increasingly competitive market conditions
and government health care reform efforts in the United States and Europe. A
charge of $207.9 million for these costs was reflected in the company's
operating results for the fourth quarter.
The company anticipates that efficencies related to the
restructuring will be phased in over the next several years. The annual
benefit of the efficiencies, when realized, is estimated to be approximately
$100 million on an after-tax basis.

Net sales in 1993 were $4.28 billion, up 2% from $4.l9 billion in 1992. Net
sales in 1992 were restated to exclude the sales of the spun-off chemicals
business. See Note 2 to the Consolidated Financial Statements for
information related to discontinued operations. The loss from continuing
operations in 1993 was $163.7 million, or $1.82 per share, compared to
restated earnings of $349.6 million, or $3.85 per share, in 1992. The loss
from continuing operations in 1993 includes one-time, after-tax charges of
$378.4 million, or $4.21 per share, related to the Immunex acquisition and
$133.4 million, or $1.48 per share, related to the restructuring. See Note
3 to the Consolidated Financial Statements. The net loss for 1993 was $1.12
billion compared to net earnings of $395.1 million in 1992. The net loss in
1993 was $12.44 per share compared to earnings of $4.35 per share in 1992.
The net loss in 1993 includes a $622.2 million, or $6.92 per share, loss from
discontinued operations, the one-time, after-tax charges related to the
Immunex acquisition and the restructuring program, and a $332.6 million, or
$3.70 per share, after-tax charge for the cumulative effect of accounting
changes. See Notes 2, 3, 9 and 12, respectively, to the Consolidated
Financial Statements.
The increase in 1993 sales was attributable to the Agricultural
Group which also reported higher operating results. Medical Group sales and
operating results were lower compared to 1992. Worldwide sales of the
Agricultural Group increased in 1993 compared to a year ago with continuing
sales growth of the imidazolinone herbicides, in particular PURSUIT
herbicide, leading the
continued
PAGE
<PAGE>
Discussion and Analysis of Financial Condition and Results of Operations
American Cyanamid Company and Subsidiaries

Results of Operations (continued)

sales performance. Agricultural Group operating earnings increased in 1993
versus last year due primarily to the impact of higher worldwide sales.
Sales of the Medical Group decreased in 1993 compared to last year despite
increased worldwide sales of biologicals and ophthalmic products and higher
domestic sales of consumer health products. The decrease was due
principally to lower worldwide sales of ethical pharmaceuticals. Major
factors affecting sales included a strong U.S. dollar and its effect on the
translation of foreign sales, lower domestic sales of PROSTEP transdermal
nicotine patch in a greatly reduced smoking cessation market compared to
large introductory sales last year, and lower customer inventory levels.
Exclusive of the one-time, pre-tax charges related to the Immunex acquisition
and the restructuring program, Medical Group operating earnings declined in
1993 versus 1992. The decrease was due principally to the strengthening of
the U.S. dollar against major European currencies as well as the effects of
increased competition and the company's commitment to restrain price
increases. Although international sales volume increased in 1993, the
company's international businesses experienced decreased sales compared to
1992 due primarily to the strengthening of the U.S. dollar against major
European currencies which reduced reported sales in 1993 by approximately
3.5%.

Restated net sales in 1992 were $4.19 billion, up 10% from the restated $3.82
billion in 1991. Restated earnings from continuing operations in 1992 were
$349.6 million, 6% higher than the restated $328.8 million in 1991. Restated
earnings from continuing operations per share increased 9% to $3.85 per share
versus the restated $3.53 per share in 1991. Net earnings in 1992 were
$395.1 million, 10% higher than the $358.8 million achieved in 1991. Net
earnings per share in 1992 increased 13% to $4.35 per share versus $3.85 per
share in 1991.
The increases in earnings from continuing operations and net
earnings in 1992 were attributable, in large part, to increased sales and
higher operating results of the Agricultural Group. Medical Group sales and
operating results were also higher compared to 1991. The record sales and
operating results of the Agricultural Group were due mainly to the continuing
sales growth of the imidazolinone herbicides, in particular, PURSUIT
herbicide. Higher sales of the Medical Group in 1992 were the result of
increased sales of all major product lines, most notably in the ethical and
generic pharmaceuticals and medical devices areas. The Medical Group's
operating results were higher than in 1991 but were affected by continued
generic competition, promotional costs associated with new product launches,
costs related to the expansion of the company's pharmaceutical sales force in
early 1992 and higher research and development expenditures. During 1992,
the company's international businesses experienced increased sales compared
to 1991. The effect of translation of foreign subsidiary sales in 1992
compared to 1991 was immaterial.

Interest and other income, net in 1993 and 1992 includes income from the sale
of land by an overseas subsidiary reported on an installment basis. The sale
had no material impact on the company's net earnings or earnings per share in
1992 because of significant local taxes on the transaction. 1993 also
includes a one-time credit from a co-marketing agreement related to the
launch of a new cardiovascular product.

Research and development expenditures have continued to increase each year as
part of the company's commitment to provide new products and technologies in
growth business areas.
continued
<PAGE>
Discussion and Analysis of Financial Condition and Results of Operations
American Cyanamid Company and Subsidiaries

Results of Operations (continued)

Foreign exchange losses impacted earnings by $29.3 million in 1993, $30.9
million in 1992 and $25.1 million in 1991. The losses were generated
primarily by operations in countries with hyperinflationary economies,
principally in Latin America.
Translation of foreign subsidiary operating statements at reduced
foreign currency exchange rates resulting from a strengthening U.S. dollar
had an unfavorable effect on consolidated revenues and earnings in 1993
compared to 1992. The effect of translation in 1992 compared to 1991 was not
significant.

The impact of inflation on the company's results of operations is considered
insignificant as the rate of inflation has remained relatively low in recent
years.

Taxes on income as a percent of earnings (loss) from continuing operations
were 37.9% in 1993, 35.4% in 1992, and 32.1% in 1991. Taxes on income and
related effective tax rates are discussed further in Note 9 to the
Consolidated Financial Statements.
Effective January 1, 1993, the company adopted SFAS No. 109,
"Accounting for Income Taxes." It requires an asset and liability approach
for financial accounting and reporting for deferred income taxes. The
aggregate cumulative effect of this accounting change was a one-time gain of
$13.0, or $.14 per share. Prior year financial statements have not been
restated to apply the provisions of SFAS No. 109. In conjunction with the
spin-off of Cytec, the portion of the cumulative effect of this accounting
change applicable to the chemicals business is reflected in discontinued
operations. Accordingly, there were gains of $2.4, or $.02 per share, to
continuing operations and $10.6, or $.12 per share, to discontinued
operations.
The 1993 provision for income taxes attributable to continuing
operations includes a benefit of approximately $16.1, or $.18 per share,
related to the change in tax laws and rates included in the Omnibus Budget
Reconciliation Act of 1993 (OBRA) signed into law on August 10, 1993. This
benefit is due primarily to the remeasuring of the company's domestic net
deferred tax assets in accordance with SFAS No. 109 to reflect an increase in
the statutory tax rate.
Factors affecting the effective tax rate in 1993 compared to 1992
include the one-time charge related to the Immunex acquisition, a change in
mix of income among taxing jurisdictions and the passage of OBRA. See Note 9
to the Consolidated Financial Statements.

Postretirement benefits other than pensions - Effective January 1, 1993, the
company adopted SFAS No. 106, "Employers' Accounting for Postretirement
Benefits Other than Pensions," which requires the accrual of retiree benefit
costs over the active service period of employees to the date of full
eligibility for these benefits. The initial accumulated postretirement
benefit obligation at January 1, 1993, was $565.4, net of deferred income tax
effects of $355.6, or $6.28 per share. The company elected to record this
obligation, measured as of November 30, 1992, as a one-time cumulative charge
to earnings. In conjunction with the spin-off of Cytec, the portion of the
cumulative effect of this accounting change applicable to the chemicals
business is reflected in discontinued operations. Accordingly, there were
charges of $335.0, net of deferred income tax effects of $210.7, or $3.72 per
share, to continuing operations and $230.4, net of deferred income tax
effects of $144.9, or $2.56 per share, to discontinued operations.
continued
<PAGE>
Discussion and Analysis of Financial Condition and Results of Operations
American Cyanamid Company and Subsidiaries

Results of Operations (continued)

The effect on continuing operations of adopting this new accounting statement
increased 1993 net postretirement benefit expense on a pre-tax basis by
approximately $21.0. Accordingly, loss from continuing operations in 1993
includes approximately $13.0, or $.14 per share, of incremental expense on an
after-tax basis related to the adoption of this new accounting statement.
Postretirement benefit expense for 1992 and 1991, which was recorded on a
cash basis, has not been restated. There was no impact on cash flow as the
company plans to continue to fund the obligation as the claims are paid.

Investments - In May 1993, the Financial Accounting Standards Board (FASB)
issued SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities," which is effective for fiscal years beginning after
December 15, 1993. This Standard is not expected to have a significant
effect on the company's consolidated results of operations but is expected to
have a favorable effect on the company's financial position.

Postemployment benefits - In November 1992, the FASB issued SFAS No. 112,
"Employers' Accounting for Postemployment Benefits," which is effective for
fiscal years beginning after December 15, 1993. This Standard is not
expected to have a significant effect on either the consolidated results of
operations or financial position of the company.

Business groups' sales and operating earnings, along with certain other
financial data, are set forth in Note 13 to the Consolidated Financial
Statements and are discussed below.

Medical Group sales decreased in 1993 compared to last year despite increased
worldwide sales of biologicals and ophthalmic products and higher domestic
sales of consumer health products. The decrease was due principally to lower
worldwide sales of ethical pharmaceuticals and wound management products.
Major factors affecting sales included the strengthening of the U.S. dollar
against major European currencies and its effect on the translation of
foreign sales, substantially lower domestic sales of PROSTEP transdermal
nicotine patch in a greatly reduced smoking cessation market compared to
large introductory sales during last year and lower customer inventory
levels. Worldwide sales of the antibiotic MINOCIN minocycline and domestic
sales of the diuretic MAXZIDE triamterene/hydrochlorothiazide declined in
1993 due to continued generic erosion of these off-patent brands. Worldwide
sales of Davis & Geck wound management products were lower due primarily to
lower customer inventory levels. Increased international sales of HIBTITER
Haemophilus b conjugate vaccine during 1993 were offset by decreased domestic
sales of HIBTITER. Domestic sales of TRI-IMMUNOL diphtheria, tetanus, and
pertussis vaccine also decreased in 1993 compared to last year. Domestic
sales of HIBITITER and TRI-IMMUNOL decreased due primarily to large
introductory domestic sales of TETRAMUNE, a childhood combination vaccine of
HIBITITER and TRI-IMMUNOL. Domestic sales of CENTRUM and CENTRUM SILVER
multivitamin/multimineral supplements and worldwide sales of Storz ophthalmic
products increased in 1993 versus a year ago.
Exclusive of the one-time, pre-tax charges related to the Immunex
acquisition and the restructuring program, Medical Group operating earnings
declined in 1993 versus 1992. The decrease was due principally to the
strenghtening of the U.S. dollar against major European currencies as well as
the effects of increased competition and the company's commitment to restrain
price increases. In addition, operating earnings were negatively impacted by
a shift in the product mix towards lower margin products. Management expects
most of these factors to continue to influence Medical Group operating
earnings in 1994.
continued
PAGE
<PAGE>
Discussion and Analysis of Financial Condition and Results of Operations
American Cyanamid Company and Subsidiaries

Results of Operations (continued)

Medical Group sales were higher in 1992 compared with those reported in 1991.
The 1992 results include higher worldwide sales of all major product lines
including biologicals, ethical and generic pharmaceuticals and medical
devices. Ethical pharmaceuticals led the sales performance in domestic
markets with higher sales of the cardiovascular agent VERELAN verapamil and
the antibiotic SUPRAX cefixime. Introductory sales of Lederle's PROSTEP
transdermal nicotine patch also contributed to the sales growth in the
ethical pharmaceuticals area. Although generic competition continues to
adversely affect domestic sales of the antibiotic MINOCIN minocycline, sales
growth in key international markets substantially offset the decline in 1992.
In both domestic and international markets, the anticancer agents NOVANTRONE
mitoxantrone and leucovorin calcium registered sales gains over 1991. In the
biologicals area, lower domestic sales of HIBTITER Haemophilus b conjugate
vaccine compared to high new indication sales a year earlier were
substantially offset by introductory international sales in 1992. Although
consumer health products benefited from increased worldwide sales of CENTRUM
multivitamins and higher domestic sales of CENTRUM SILVER multivitamins,
sales of DYNATRIM diet meal replacement declined significantly. Worldwide
sales increased in all three medical device businesses, Davis & Geck wound
management products, Storz ophthalmic products and Acufex orthopaedic
devices. Contributing to the sales performance were higher international
sales of DEXON II absorbable braided sutures and increased worldwide sales of
ophthalmic equipment and orthopaedic devices.

While the Medical Group's operating earnings were higher in 1992 than 1991,
some factors affecting the operating results included continued generic
competition, promotional costs associated with several new product launches,
costs associated with the expansion of the company's pharmaceutical sales
force in early 1992 and higher research and development expenditures.

Agricultural Group worldwide sales increased in 1993 compared to a year ago
led by higher worldwide sales of crop protection chemicals. Increased
worldwide sales of PURSUIT herbicide led the crop protection chemicals sales
performance. Higher domestic sales of SCEPTER and SQUADRON herbicides were
partially offset by lower worldwide sales of PROWL herbicide, marketed as
STOMP in international markets. Sales of the Group's animal health and
nutrition products were about even in 1993 versus a year ago. Increased
international sales of CYDECTIN moxidectin endectocide were offset by lower
domestic sales of AUREOMYCIN chlortetracycline antibiotic feed supplement and
decreased international sales of CYGRO anticoccidial. Agricultural Group
operating earnings increased in 1993 despite a one-time, pre-tax charge
associated with the restructuring. This increase was due mainly to the
impact of higher worldwide sales, primarily crop protection chemicals. The
acquisition of certain crop protection businesses from the Shell Petroleum
Company Limited at the end of 1993 had no impact on Agricultural Group sales,
but is expected to have a significant effect on future sales.
Agricultural Group sales and operating earnings in 1992 increased
significantly over 1991 to record levels. Worldwide sales of crop protection
chemicals and animal health and nutrition products increased in 1992 over the
previous year. Sales and operating earnings of the Group were higher in 1992
due primarily to increased sales of PURSUIT herbicide, which led the crop
protection chemicals sales performance. International sales of SCEPTER
herbicide and domestic sales of COUNTER soil insecticide and PURSUIT Plus
herbicide also experienced gains over 1991. The increase in international
sales of SCEPTER was primarily concentrated in the Latin American markets
continued<PAGE>
<PAGE>
Discussion and Analysis of Financial Condition and Results of Operations
American Cyanamid Company and Subsidiaries

Results of Operations (continued)

which suffered in 1991 from depressed economic conditions. Increased
domestic sales of PROWL herbicide, marketed as STOMP in international
markets, were offset by lower international sales as a result of poor weather
conditions in several major European markets during the growing season.
Increased worldwide sales of the family of AUREOMYCIN chlortetracycline
antibiotic feed supplements led the sales performance of animal health and
nutrition products. International sales of AVOTAN avoparcin and CYGRO
coccidiostat also registered gains.

Subsidiaries of Registrant: EXHIBIT 21

% of Voting
Securities
Organized Under Owned by
Name the Laws of Immediate Parent

Acufex Microsurgical, Inc. Massachusetts 100%(1)
Arthur Webster (Holdings) Pty.
Limited Australia 100%(1)
Arthur Webster Pty. Limited Australia 100%(1)
Berdan Insurance Company Vermont 100%(1)
B. Braun-Dexon GmbH Germany 50%(2)
Cyanamid Africa Limited South Africa 100%(1)
Cyanamid Agricultural de Puerto
Rico, Inc. New Jersey 100%(1)
Cyanamid Agro SNC France 100%(1)
Cyanamid Australia Pty. Limited Victoria 100%(1)
Cyanamid Benelux S.A./N.V. Belgium 100%(1)
Cyanamid Benelux B.V. Netherlands 100%(1)
Cyanamid Canada Inc. Ontario 100%(1)
Cyanamid de Argentina S.A. Delaware 100%(1)
Cyanamid de Colombia, S.A. Delaware 100%(1)
Cyanamid de Costa Rica, S.A. Costa Rica 100%(1)
Cyanamid de Mexico, S.A. de C.V. Mexico 100%(1)
Cyanamid de Venezuela, C.A. Venezuela 100%(1)
Cyanamid (Far East) Limited Hong Kong 100%(1)
Cyanamid Finance B.V. The Netherlands 100%(1)
Cyanamid GmbH Germany 100%(1)
Cyanamid Ges.mbH Austria 100%(1)
Lederle Arzneimittel
Beteiligungs GmbH Germany 100%(1)
Cyanamid Hellas S.A. Greece 100%(1)
Cyanamid Iberica, S.A. Spain 99.75%(1)
Cyanamid India Limited India 39.9%(2)
Cyanamid Inter-American
Corporation Delaware 100%(1)
Cyanamid International Corporation
Limited Delaware 100%(1)
Cyanamid International Sales
Corporation U.S. Virgin Islands 100%(1)
Cyanamid Italia S.p.A. Italy 70%(1)
Cyanamid (Japan) Ltd. Japan 100%(1)
Cyanamid-Korea, Inc. Republic of Korea 100%(1)
Cyanamid Medical Device
Company, Inc. Republic of Korea 100%(1)
Cyanamid of Great Britain Limited United Kingdom 100%(1)
Cyanamid Aerospace Products
Limited United Kingdom 100%(1)
Lederle Laboratories United Kingdom 100%(1)
Cyanamid Overseas Corporation Delaware 100%(1)
Cyanamid (Pakistan) Limited Pakistan 75%(1)
Cyanamid Peruana S.A. Peru 100%(1)
Cyanamid Philippines, Inc. Philippines 100%(1)
Cyanamid (Portugal) Limitada Portugal 100%(1)
Cyanamid Quimica do Brasil Ltda. Brazil 100%(1)
Cyanamid Taiwan Corporation Republic of China 54.9%(1)
Davis & Geck, Inc. New Jersey 100%(1)
Dimminaco A.G./S.A./Ltd. Lucerne, Switzerland 100%(1)
Immunex Corporation Delaware 53.6%(2)
Irbi, S.p.A. Italy 100%(1)
Laboratoires Lederle S.A. France 100%(1)
Societe des Sutures Chirurgicales
Robert et Carriere-Lederle France 100%(1)
Laboratorios Sobrino S.A. Spain 98.2%(1)
Lederle (Japan), Ltd. Japan 50%(2)
Lederle Parenterals, Inc. New Jersey 100%(1)
Lederle Piperacillin, Inc. New Jersey 100%(1)
Storz Instrument Company Missouri 100%(1)
Storz Intraocular Lens Company Delaware 100%(1)
Storz Ophthalmics, Inc. Delaware 100%(1)
Yuhan-Cyanamid, Inc. South Korea 86%(1)

<PAGE>
NOTES:
(1) The accounts of these subsidiaries in the foregoing table
are included in the consolidated financial statements. Pursuant to
paragraph (b)(22)(ii) of Item 601 of Regulation S-K, the names of
certain subsidiaries included in the consolidated financial statements
have been omitted. The unnamed subsidiaries, considered in the
aggregate as a single subsidiary, would not constitute a significant
subsidiary.

(2) The accounts of these companies are not consolidated but
are included on the equity basis.

Exhibit 23

ACCOUNTANTS' CONSENT

The Board of Directors
American Cyanamid Company:

We consent to incorporation by reference in (1) Post-Effective
Amendment No. 4 to Registration Statement (No. 2-61193) on Form S-
8, (2) Post-Effective Amendment No. 2 to Registration Statement
(No. 2-76933) on Form S-8, (3) Post-Effective Amendment No. 1 to
Registration Statement (No. 2-95992) on Form S-8, (4) Post-
Effective Amendment No. 1 to Registration Statement (No. 33-34218)
on Form S-8, (5) Registration Statement (No. 33-50242) on Form S-8
and (6) Registration Statement (No. 33-60140) on Form S-8 of
American Cyanamid Company of our reports dated February 8, 1994
relating to the consolidated balance sheets of American Cyanamid
Company and subsidiaries as of December 31, 1993 and 1992 and the
related consolidated statements of operations, earnings employed in
the business and cash flows and related financial statement
schedules for each of the years in the three-year period ended
December 31, 1993, which reports appear or are incorporated by
reference in the December 31, 1993 Annual Report on Form 10-K of
American Cyanamid Company. Our reports refer to the adoption of
the provisions of Statements of Financial Accounting Standards No.
106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions", and No. 109, "Accounting for Income Taxes", effective
January 1, 1993.

KPMG Peat Marwick
KPMG Peat Marwick
Short Hills, New Jersey
March 29, 1994

EXHIBIT 24 A

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director or an officer, or both, of American Cyanamid Company
("Cyanamid"), does hereby make, constitute and appoint
J. S. McAuliffe, T. D. Martin and R. T. Ritter, the address of each
of which is in care of Cyanamid, One Cyanamid Plaza, Wayne, New
Jersey 07470, and each of them, the true and lawful attorney for
the undersigned, with full power of substitution and revocation to
each for the undersigned, and in the name, place and stead of the
undersigned, to sign in any and all capacities and to file or cause
to be filed, an annual report on Form 10-K with the Securities and
Exchange Commission, pursuant to the Securities Act of 1934, as
amended, and any and all amendments to such Form 10-K, hereby
giving to each of such attorneys full power to do everything
whatsoever required or necessary to be accomplished in and about
the premises as fully as the undersigned could do if personally
present, hereby ratifying and confirming all that such attorneys or
substitutes or any of them shall lawfully do or cause to be done by
virtue thereof.