AMERICAN HOME PRODUCTS CORP, DEF 14A, 1995-03-21

AMERICAN HOME PRODUCTS CORP
DEF 14A, 1995-03-21
PHARMACEUTICAL PREPARATIONS

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<PAGE>
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

AMERICAN HOME PRODUCTS CORPORATION
.................................................................
(Name of Registrant as Specified In Its Charter)

.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction
applies:

.................................................................

2) Aggregate number of securities to which transaction
applies:

.................................................................

3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it was
determined):

.................................................................

4) Proposed maximum aggregate value of transaction:

.................................................................

5) Total fee paid:

.................................................................

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.

1) Amount Previously Paid:

.................................................................

2) Form, Schedule or Registration Statement No.:

.................................................................

3) Filing Party:

.................................................................

4) Date Filed:

.................................................................
<PAGE>
AMERICAN HOME PRODUCTS CORPORATION
FIVE GIRALDA FARMS
MADISON, NEW JERSEY 07940

---------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

---------------------------------------------------------
The Annual Meeting of the Stockholders of AMERICAN HOME PRODUCTS
CORPORATION will be held in Salon E of the Marriott Hotel, 1401 Route 10 East,
Whippany, New Jersey on Wednesday, April 26, 1995 at 10:00 a.m., local time, for
the following purposes:

1. to elect a Board of eleven directors;

2. to consider and act upon the ratification of the appointment of
Arthur Andersen LLP as the Corporation's principal independent
public accountants for 1995; and

3. to act upon such other matters which may properly come before the
meeting, including a stockholder proposal as stated in the proxy
statement.

Under the provisions of the By-Laws, the Board of Directors has fixed the
close of business on March 13, 1995 as the record date for the determination of
stockholders entitled to notice of and to vote at the meeting.

By Order of the Board of Directors
CAROL G. EMERLING
Secretary

March 21, 1995

YOUR VOTE IS IMPORTANT
IF YOU ARE UNABLE TO ATTEND THE MEETING, PLEASE DATE, SIGN
AND RETURN THE ACCOMPANYING PROXY CARD PROMPTLY.

<PAGE>
AMERICAN HOME PRODUCTS CORPORATION
FIVE GIRALDA FARMS
MADISON, NEW JERSEY 07940
------------------------
PROXY STATEMENT

Your proxy in the form enclosed is solicited by the Board of Directors and
Management of American Home Products Corporation (the 'Corporation') to be used
at the Annual Meeting of Stockholders to be held on April 26, 1995 and at any
adjournment or adjournments thereof. Properly executed proxies received prior to
the meeting will be voted at the meeting. Stockholders may have their votes kept
secret until after the Annual Meeting by so indicating in the designated place
on the proxy card. If a stockholder specifies how the proxy is to be voted on
any business to come before the meeting, it will be voted in accordance with
such specifications. If no specification is made, it will be voted in accordance
with the recommendations of the Board of Directors and Management which are FOR
the election of the directors named in this Proxy Statement, FOR ratification of
the appointment of Arthur Andersen LLP as the Corporation's principal
independent public accountants for 1995, and AGAINST approval of the stockholder
proposal to abolish the Corporation's political action committee. The proxy may
be revoked by you at any time before it is voted at the meeting.

This Proxy Statement and accompanying form of proxy are first being sent or
given to stockholders on or about March 21, 1995.

If a stockholder participates in the Corporation's Master Investment Plan,
a proxy to vote shares registered in his or her own name will serve as
instructions on how to vote shares held in custody for the stockholder pursuant
to the Plan. No further action from the stockholder is required to vote the
shares in the Master Investment Plan. Accordingly, as Transfer Agent for shares
of the Corporation's Common Stock, Chemical Bank will cause shares held in the
name of its nominee for the account of stockholders participating in the Master
Investment Plan to be voted in the same way as such stockholders vote shares
registered in their names. If the stockholder does not send a proxy to vote the
shares registered in his or her own name, the shares held for his or her account
in the Master Investment Plan will not be voted.

<PAGE>
Stockholders of record at the close of business on March 13, 1995 are
entitled to notice of and to vote at the meeting. On March 1, 1995, there were
outstanding and entitled to vote 306,679,958 shares of Common Stock (each of
which is entitled to one vote) and 36,262 shares of $2 Convertible Preferred
Stock (each of which is entitled to nine votes). A plurality of the votes cast
by the holders of Common Stock and $2 Convertible Preferred Stock, voting as a
single class, is required for election of directors and a majority of the votes
cast by such holders, voting as a single class, is required for ratification of
the appointment of the principal independent public accountants and for approval
of the stockholder proposal to abolish the Corporation's political action
committee. The aggregate number of votes cast by all stockholders present in
person or by proxy at the meeting will be used to determine whether a motion
will carry. Thus, in the case of the election of directors and the ratification
of the appointment of the principal independent public accountants and other
matters that may come before the meeting, an abstention from voting on a matter
by a stockholder present in person or by proxy at the meeting has no effect on
the item on which the stockholder abstained from voting. In addition, although
broker 'non-votes' will be counted for purposes of obtaining a quorum, they will
have no effect on the vote on matters at the Annual Meeting.

ITEM 1.
ELECTION OF DIRECTORS

Eleven directors are to be elected to hold office until the next Annual
Meeting of Stockholders and until their successors have been duly elected and
qualified. If the proxy is executed in such manner as not to withhold authority
for the election of any or all of the nominees for directors, then the persons
named in the proxy will vote the shares represented by the proxy for the
election of the following eleven nominees. If the proxy indicates that the
stockholder wishes to withhold a vote from one or more nominees for directors,
such instructions will be followed by the persons named in the proxy. All of the
nominees are now members of the Board of Directors and all except Dr. Polan and
Messrs. Hassan and Mascotte were elected by the stockholders at the last Annual
Meeting. Management has no reason to believe that any of the nominees will not
serve. In the event that any nominee should not be available, and if the Board
has designated a substitute nominee, the persons named in the proxy will vote
for the substitute nominee designated by the Board of Directors.

<PAGE>
NOMINEES FOR ELECTION AS DIRECTORS

<TABLE>
<CAPTION>
YEAR EACH BECAME A DIRECTOR, AGE, POSITIONS, PRINCIPAL
NAME OF NOMINEE OCCUPATION, BUSINESS EXPERIENCE, OTHER DIRECTORSHIPS
- -----------------------------------------------------------------------------------------------
<S> <C>
[PHOTO] Director since 1993; age 61; President of Alexander &
Associates, Inc. (consulting firm specializing in Workforce
Inclusiveness); Director, Dreyfus General Family of Funds,
Dreyfus Third Century Fund, Dreyfus Premier Family of Funds,
Dun and Bradstreet Corporation, Equitable Resources, Inc., MCI
Communications Corporation, and Mutual of America Life
Insurance Company; member of the Corporate Issues and
Nominating Committees

Clifford L. Alexander, Jr.

[PHOTO] Director since 1988; age 62; President and Chief Executive
Officer of The Hearst Corporation (owns and operates
communications media); Director, Chemical Banking Corporation;
Chairman of the Compensation and Benefits Committee and member
of the Executive and Nominating Committees

Frank A. Bennack, Jr.

[PHOTO] Director since 1990; age 56; Executive Vice President of the
Corporation since 1987; member of the Executive Committee of
the Board and of the Finance, Operations and Retirement
Committees of the Corporation

Robert G. Blount
</TABLE>

<PAGE>

Robin Chandler Duke

[PHOTO] Director since 1987; age 58; Dean, Fordham University School of
Law since 1982; Director, Sentinel Group Funds, Inc. and
Sentinel Pennsylvania Tax Free Trust; member of the Audit and
Nominating Committees

John D. Feerick

[PHOTO] Director since 1995; age 49; Senior Vice President of the
Corporation since 1993; Director, Genetics Institute, Inc.;
Group Vice President of the Corporation, 1993; President of
Wyeth-Ayerst Laboratories, 1989 to 1993; member of the Finance
and Operations Committees of the Corporation

Fred Hassan
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
YEAR EACH BECAME A DIRECTOR, AGE, POSITIONS, PRINCIPAL
NAME OF NOMINEE OCCUPATION, BUSINESS EXPERIENCE, OTHER DIRECTORSHIPS
- -----------------------------------------------------------------------------------------------
<S> <C>
[PHOTO] Director since 1995; age 55, Chairman and Chief Executive
Officer, The Continental Corporation (an insurance holding
company); Director, Chemical Banking Corporation, Business
Men's Assurance Corporation and Hallmark Cards, Inc.; member of
the Compensation and Benefits and Nominating Committees

John P. Mascotte

[PHOTO] Director since 1995; age 51; Chairman and Professor, Department
of Obstetrics and Gynecology, Stanford University School of
Medicine since 1990; Director, Metra Biosystems, Inc. and
Quidel Corporation; member of the Corporate Issues and
Nominating Committees

Mary Lake Polan, M.D., Ph.D.

[PHOTO] Director since 1980; age 57; Chairman of the Board, President
and Chief Executive Officer of the Corporation since 1986
(except for period between May 1990 and January 31, 1994 when
he did not have additional title of President); Director,
AlliedSignal Inc., Chemical Banking Corporation, Metropolitan
Life Insurance Company and NYNEX Corporation; Chairman of the
Executive and Nominating Committees of the Board and Chairman
of the Finance, Operations and Retirement Committees of the
Corporation

John R. Stafford
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
YEAR EACH BECAME A DIRECTOR, AGE, POSITIONS, PRINCIPAL
NAME OF NOMINEE OCCUPATION, BUSINESS EXPERIENCE, OTHER DIRECTORSHIPS
- -----------------------------------------------------------------------------------------------
<S> <C>
[PHOTO] Director since 1982; age 55; Chairman, Torell Management Inc.
(financial advisory company); former Chairman and CEO, Fortune
Bancorp; former Chairman of the Board, President and Chief
Executive Officer of CalFed Inc.; former President,
Manufacturers Hanover Corporation and Manufacturers Hanover
Trust Company; Director, Volt Information Sciences, Inc. and
various investment companies for which Paine Webber, Inc.
serves as investment advisor; Chairman of the Audit Committee
and member of the Nominating Committee

John R. Torell III

[PHOTO] Director since 1981; age 62; President, Chief Executive Officer
and member of the Board, Wm. Wrigley Jr. Company (international
manufacturer of chewing gum products); Director, Texaco, Inc.;
Chairman of the Corporate Issues Committee and member of the
Nominating Committee

William Wrigley
</TABLE>

COMMITTEES

The Board of Directors has, as standing committees, an Audit Committee, a
Compensation and Benefits Committee, a Nominating Committee and a Corporate
Issues Committee. Each such committee consists solely of non-employee members of
the Board except for the Nominating Committee, of which Mr. Stafford is
Chairman.

The Audit Committee, whose current members are Mr. Torell, Chairman, and
Messrs. Culligan, Feerick and Gee held two meetings in 1994. This Committee
recommends the firm of independent public accountants engaged each year as the
Corporation's principal independent public accountants, subject to the approval
of the Board of Directors and ratification by the stockholders, and undertakes
such reviews of the Corporation's financial affairs as the Committee deems
appropriate.

6
<PAGE>

The Compensation and Benefits Committee, whose current members are Mr.
Bennack, Chairman, Mrs. Duke and Messrs. Mascotte and Sarnoff, held four
meetings in 1994. This Committee recommends to the Board the salaries of the
officers of the Corporation and administers the Corporation's Management
Incentive Plan, Stock Incentive and Stock Option Plans and other benefit plans.

The Nominating Committee, whose membership is composed of all of the non-
employee directors and Mr. Stafford as its Chairman, held three meetings in
1994. This Committee recommends the director-nominees contained in the proxy
statement, considers candidates for director vacancies and such other management
matters as may be presented to them by the Chairman. Stockholders may submit
names of qualified candidates along with detailed information on their
backgrounds to the Corporate Secretary for referral to the Committee.

The Corporate Issues Committee, whose current members are Mr. Wrigley,
Chairman, Messrs. Alexander and Bergethon and Dr. Polan, reviews the policies
and programs of the Corporation and makes recommendations to the Board as
appropriate on public issues that affect the Corporation. It held one meeting in
1994.

The Board also has an Executive Committee which is authorized, during the
intervals between Board meetings, to perform all duties and exercise all powers
of the Board except those that are required to be performed or exercised by the
Board acting as a whole. Its current members are Mr. Stafford, Chairman, and
Messrs. Bennack, Blount and Culligan. It did not meet in 1994.

DIRECTORS FEES; ATTENDANCE

Messrs. Stafford and Blount were employees of the Corporation for all of
1994, and therefore received no remuneration for serving on the Board of
Directors. The other directors received an annual retainer of $37,500, a fee of
$8,000 for Committee service and a meeting fee of $950 for each Board or
Committee meeting attended in 1994. The Chairman of a Committee receives an
additional fee of $3,000. There were 13 Board meetings in 1994. The total fees
paid in 1994 to the ten non-employee directors were $653,600.

In addition, each director who is not an employee or former employee of the
Corporation is entitled to receive an initial grant of 200 shares of restricted
stock and subsequent grants up to a total of 1,000 shares of restricted stock
over a period of five

7
<PAGE>

years, subject to the terms and conditions of the 1994 Restricted Stock Plan
for Non-Employee Directors.

During 1994, each member of the Corporation's Board of Directors attended
at least 75% of all meetings of the Board and of each Committee of which such
director was a member.

The Corporation has a cash deferral contract available to all non-employee
directors. Pursuant to such arrangement, directors fees otherwise payable in the
year earned may be deferred in amounts specified by such directors. In 1994, no
non-employee director elected to defer compensation.

The Corporation has a retirement plan for outside directors. For directors
with 10 years of Board service who retire at or after 65 years of age, or before
age 65 in case of disability, it provides an annual lifetime benefit in the
amount of the annual Board retainer in effect for the year for which the payment
is made. Directors who retire before age 65 with 10 years of Board service may
receive the benefit upon attaining age 65. Directors who were formerly employees
are also eligible for this retirement benefit if they have 10 years of Board
service, at least five of which were as an outside director. If the director
dies before receiving at least five annual benefit payments, a lump sum amount
equal to the difference between five annual benefit payments and the amount the
director has already received will be paid to the director's beneficiary.

CERTAIN TRANSACTIONS

On July 1, 1994, the Corporation entered into a consulting agreement with
Alexander & Associates, Inc., of which Mr. Clifford L. Alexander, Jr. is
President and of which Mr. Alexander and his wife are each 25% owners. Under the
agreement, Alexander & Associates agreed to review the Corporation's affirmative
action plans, recruitment process and diversity training programs in three
phases over a three year period for a total of $120,000.

SECURITIES OWNED BY MANAGEMENT

The table below reflects the numbers of shares of American Home Products
Corporation Common Stock beneficially owned as of February 1, 1995 by each
director of the Corporation, each named executive listed in the Summary
Compensation Table

8
<PAGE>

and the number of shares beneficially owned by all directors and executive
officers of the Corporation as a group.

All directors and named executives disclaim beneficial ownership of shares
owned solely by their spouses or their children, held in trust or held by a
foundation. No director or officer owns shares of the Corporation's Preferred
Stock.

<TABLE>
<CAPTION>
EXERCISABLE PERCENT
NAME OF BENEFICIAL OWNER COMMON STOCK OPTIONS OF CLASS
- ----------------------------------------------------- ------------ ----------- --------

<S> <C> <C> <C>
DIRECTORS
Clifford L. Alexander, Jr. .......................... 1,400* **
Frank A. Bennack, Jr. ............................... 3,300* **
K. Roald Bergethon................................... 1,697*(1) **
Robert G. Blount..................................... 8,762(2) 155,000 **
John W. Culligan..................................... 120,000(1) **
Robin Chandler Duke.................................. 10,200* **
John D. Feerick...................................... 400* **
Edwin A. Gee......................................... 4,200*(1)(3) **
Fred Hassan.......................................... 4,041(4) 104,100 **
John P. Mascotte..................................... 1,200* **
Mary Lake Polan, M.D., Ph.D. ........................ 300* **
Robert W. Sarnoff.................................... 2,500*(1)(5) **
John R. Stafford..................................... 132,030(6) 465,000 **
John R. Torell III................................... 1,437* **
William Wrigley...................................... 24,854*(7) **

NAMED EXECUTIVES
Stanley F. Barshay................................... 16,722(8) 120,000 **
Louis L. Hoynes, Jr. ................................ 348 95,000 **
All executive officers and directors as a group (24
persons)........................................... 357,669 1,157,580 .5%
</TABLE>

- ---------------

* Includes 200 shares of restricted stock awarded under the 1994 Restricted
Stock Plan for Non-Employee Directors.

** Less than one percent (1%); includes exercisable options.

(footnotes continued on next page)

9
<PAGE>

(footnotes continued from previous page)

(1) Not a candidate for re-election to the Board of Directors.

(2) Includes 500 shares owned by Mrs. Blount.

(3) Includes 2,000 shares owned by Mrs. Gee.

(4) Includes 3,966 shares owned by Mrs. Hassan.

(5) Includes 300 shares owned by Mrs. Sarnoff.

(6) Includes 9,000 shares owned by Mrs. Stafford and 5,333 shares owned by one
of Mr. Stafford's daughters.

(7) Includes 10,800 shares held in joint tenancy with Mrs. Wrigley, 2,972 shares
owned by a trust of which Mr. Wrigley is co-trustee, along with Mrs.
Wrigley, for the benefit of Mrs. Wrigley, 2,512 shares owned by three trusts
of which Mrs. Wrigley is co-trustee, 2,000 shares owned by a foundation of
which Mrs. Wrigley is an officer and 4,370 shares owned by Mrs. Wrigley.

(8) Includes 5,576 shares held in joint tenancy with Mrs. Barshay.

<PAGE>
SUMMARY COMPENSATION TABLE

The following table sets forth the compensation for the years 1992 - 1994
for the Corporation's Chairman, President and Chief Executive Officer and the
four other most highly paid executive officers.

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM
------------------------------------------ COMPENSATION
FORM OF BONUS ------------
PAYMENT(2) SECURITIES
------------------- UNDERLYING
BASE TOTAL CONTINGENT OPTIONS ALL OTHER
NAME AND SALARY BONUS CASH SHARES GRANTED COMPENSATION
PRINCIPAL POSITION YEAR ($) (1) ($) (2) ($) (#) (#) ($) (3)
- --------------------------- ---- --------- --------- ------- ---------- ------------ ------------

<S> <C> <C> <C> <C> <C> <C> <C>
John R. Stafford 1994 1,112,500 1,112,500 556,250 8,746 120,000 33,375
Chairman of the Board, 1993 1,085,000 1,085,000 542,500 8,359 135,000 32,550
President and Chief 1992 1,020,000 1,020,000 510,000 7,372 90,000 30,600
Executive Officer
Robert G. Blount 1994 543,250 543,250 271,625 4,270 66,600 16,298
Executive Vice President 1993 530,000 530,000 265,000 4,083 75,000 15,900
1992 500,000 500,000 250,000 3,614 40,000 15,000
Fred Hassan 1994 492,000 492,000 246,000 3,867 50,000 31,010
Senior Vice President(4) 1993 476,667 476,667 238,334 3,672 40,000 26,800
Stanley F. Barshay 1994 398,750 398,750 199,375 3,134 20,000 11,963
Senior Vice President 1993 389,000 389,000 194,500 2,996 30,000 13,565
1992 364,000 364,000 182,000 2,631 15,000 10,920
Louis L. Hoynes, Jr. 1994 389,500 331,075 165,538 2,602 16,600 11,685
Senior Vice President and 1993 380,000 380,000 190,000 2,927 25,000 11,400
General Counsel 1992 360,000 360,000 180,000 2,602 20,000 10,486
</TABLE>

- ---------------

(1) Mr. Stafford and Mr. Barshay deferred portions of their base salaries in
1994 until after retirement, pursuant to a deferred compensation program.

(2) The total bonus and form of bonus payment in cash and contingent shares
under the Corporation's Management Incentive Plan are shown for services
rendered in the corresponding year. Under current Committee policy,
participants in the Plan who are corporate vice presidents and above, and
all U.S. employees with a base

(footnotes continued on next page)

<PAGE>
(footnotes continued from previous page)
salary of $175,000 or more may request that up to 50% of the award for any
year be paid as a cash award. All others may request that up to 100% of the
award be paid as a cash award. The remainder of the award for each year is
made as a contingent stock award which may be delivered either in the third
year following the year in respect of which the award was granted, or after
retirement or termination of employment. Deliveries of contingent stock
awards following retirement or termination of employment will generally be
made in five approximately equal annual installments.

Shares of Common Stock which are contingently awarded to an employee are
credited to a contingent award account for the employee. No shares of Common
Stock are issued or earmarked for the employee's account at the time of
award, nor does he or she have any rights of a stockholder with respect to
the shares credited to the account before actual issuance and delivery of
such shares. The dividends which would have been paid during a calendar year
with respect to shares credited to an employee's contingent award account,
had the shares then been outstanding, are calculated at the end of each
year, and the employee's account is then credited with the largest full
number of shares of Common Stock which such an amount of dividends could
have purchased at the average closing market price of the Common Stock for
the last five business days of the year. Any amounts remaining are carried
forward in the employee's account and applied to the calculation of shares
for that account at the end of the next year.

(3) Represents contributions made by the Corporation under its Savings Plan and
Supplemental Employee Savings Plan (the Corporation matches up to 50% of the
first 6% of compensation contributed by the employee). The amount shown for
Mr. Hassan includes $16,250 in director's fees paid to him in 1994 by
Genetics Institute, Inc. of which the Corporation owns approximately 64% of
the outstanding common shares.

(4) Mr. Hassan was promoted to executive officer of the Corporation on March 1,
1993 and elected a director effective February 1, 1995. Information for 1993
covers his compensation for the full year. Mr. Hassan was not an executive
officer of the Corporation in 1992; therefore, his compensation for that
year is not included in the table.

<PAGE>
OPTION GRANTS TABLE

The following table provides information on option grants in 1994 to the
named executive officers.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS IN 1994
-----------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE GRANT DATE
OPTIONS EMPLOYEES PRICE PER EXPIRATION PRESENT VALUE
NAME GRANTED IN 1994 SHARE ($) (1) DATE ($) (2)
- --------------------------- ---------- ----------- ------------- ---------- -------------

<S> <C> <C> <C> <C> <C>
John R. Stafford........... 120,000 6.0% 58.0625 May 2004 1,425,500
Robert G. Blount........... 66,600 3.4% 58.0625 May 2004 791,100
Fred Hassan................ 50,000 2.5% 58.0625 May 2004 593,900
Stanley F. Barshay......... 20,000 1.0% 58.0625 May 2004 237,600
Louis L. Hoynes, Jr........ 16,600 0.8% 58.0625 May 2004 197,200
</TABLE>

- ---------------
(1) The exercise price is the mean price on the date of grant. The above options
are not exercisable during the first year of their term (except that, for
persons retiring, becoming disabled or dying within one year after the date
of grant, the options generally become exercisable on the same date as the
optionee's retirement, disability or death).

(2) This estimate of value was developed solely for the purposes of comparative
disclosure in accordance with the rules and regulations of the Securities
and Exchange Commission and is not intended to predict future prices of the
Corporation's Common Stock. The estimate was developed using the
Black-Scholes option pricing model incorporating the following assumptions:
volatility of .1459 and dividend yield of 4.3%, both based on the historical
three year monthly average for the underlying Common Stock; risk-free rate
of return of 7.5% based on a ten-year zero coupon bond rate; and time of
exercise of 10 years, being the term of option grant. In addition, the model
assumed a 3% discount for forfeiture given the fact that the options are not
exercisable during the first year of their term.

<PAGE>
LONG-TERM INCENTIVE PLAN AWARDS TABLE
The following table provides information on Restricted Stock Performance
Awards granted in 1994, under the Corporation's 1993 Stock Incentive Plan, to
the named executive officers.

<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
NUMBER OF PERFORMANCE NON-STOCK PRICE-BASED PLANS
SHARES, UNITS OR OTHER -------------------------------------
OR OTHER PERIOD UNTIL BELOW
RIGHTS MATURATION OR THRESHOLD THRESHOLD TARGET MAXIMUM
NAME (#) (1) PAYOUT (#) (#) (#) (#)
- -------------------------------- ------------- ------------- --------- --------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
John R. Stafford................ 14,500 1995-1997 -- 10,875 14,500 18,125
Robert G. Blount................ 8,350 1995-1997 -- 6,263 8,350 10,438
Fred Hassan..................... 6,250 1995-1997 -- 4,688 6,250 7,813
Stanley F. Barshay.............. 2,500 1995-1997 -- 1,875 2,500 3,125
Louis L. Hoynes, Jr. ........... 2,100 1995-1997 -- 1,575 2,100 2,625
</TABLE>

- ---------------

(1) Amounts shown represent Restricted Stock Performance Awards (the 'Awards')
made in 1994 under the Corporation's 1993 Stock Incentive Plan. These Awards
are composed of units which may be converted to shares of restricted stock
based on the Corporation's performance during the years 1994 - 1996.
Following each such year, each named executive officer may receive shares of
Restricted Stock in an amount equal to 0% - 125% of one-third of the number
of units subject to the Award, based upon the Corporation's performance in
such year. For 1994, conversion to restricted stock was based on a formula
related to the Corporation's EPS percentage growth rate, adjusted by the
Compensation and Benefits Committee as provided in the award agreements,
compared to that of its peer companies as described under the Performance
Graph, with no amount earned if, on the basis of such comparison, the
Corporation ranked in the fourth quartile; one-third of the Threshold amount
earned if the Corporation ranked in the third quartile; one-third of the
Target amount earned if the Corporation ranked in the second quartile; and
one-third of the Maximum amount earned if the Corporation ranked in the
first quartile. Since the Corporation was ranked in the second quartile for
1994, one-third of the Target amount of the Award was converted to
restricted stock in February 1995 and will be reported under the caption
'LTIP Payouts' in the Summary Compensation Table in the 1996 proxy
statement. For 1995 and 1996, conversion to restricted stock will be based
on the achievement of a target level of earnings per share. The Target
amount will be earned if 96% - 105% of the targeted EPS is achieved; the
Threshold amount will be earned if 90% - 95% of the targeted EPS is
achieved; and the Maximum amount will be earned if over 105% of the targeted
EPS is achieved. During the three-year period, all of the restricted shares
are forfeited upon termination of employment for any reason other than
death, disability or retirement, in which cases all the shares vest
immediately, unless otherwise determined by the Committee.

<PAGE>
OPTION EXERCISES AND YEAR-END VALUE TABLE

The following table discloses that no options were exercised by the named
executive officers during 1994 and sets forth the number and value of their
unexercised options at year-end.

<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN 1994
AND YEAR-END OPTION VALUES
----------------------------------------------
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT
ACQUIRED ON DEC. 31, 1994 (#) DEC. 31, 1994 ($)
EXERCISE VALUE EXERCISABLE* EXERCISABLE*
NAME (#) REALIZED ($) UNEXERCISABLE** UNEXERCISABLE**(1)
- --------------------------------- ----------- ------------ ----------------- ------------------

<S> <C> <C> <C> <C>
John R. Stafford................. -- -- 465,000* 2,158,590*
120,000** 562,500**

Robert G. Blount................. -- -- 170,000* 240,000*
66,600** 312,188**

Fred Hassan...................... -- -- 104,100* 109,919*
50,000** 234,375**

Stanley F. Barshay............... -- -- 120,000* 987,342*
20,000** 93,750**

Louis L. Hoynes, Jr. ............ -- -- 95,000* 403,125*
16,600** 77,813**
</TABLE>

- ---------------

(1) The amounts given are based on the closing market price of the Corporation's
Common Stock at December 31, 1994 which was $62.75. The closing market price
on March 1, 1995 was $71.625.

<PAGE>
PENSION PLAN TABLE

The Corporation has two non-contributory defined benefit retirement plans
in which the named executives participate. One of these plans is qualified under
the applicable provisions of the Internal Revenue Code (the 'Qualified Plan'),
and the other is a non-qualified Supplemental Executive Retirement Plan
('SERP'). The total combined benefits payable under the Qualified Plan and SERP
to the named executives are determined on the basis of a final 10-year average
earnings formula.

<TABLE>
<CAPTION>
FINAL
10-YEAR YEARS OF SERVICE
AVERAGE -------------------------------------------------
EARNINGS 15 20 25 30*
- ----------- ------- --------- --------- ---------

- ---------------

* Plan only recognizes up to 30 years of credited service.

<PAGE>
The compensation covered by the retirement plans for each of the named
executives is the base salary rate at January 1, 1994 plus the amount in the
bonus column of the Summary Compensation Table. The January 1, 1994 base salary
rate for Mr. Stafford was $1,085,000; for Mr. Blount $530,000; for Mr. Hassan
$480,000; for Mr. Barshay $389,000; and for Mr. Hoynes $380,000.

The years of service (in nearest years) as of December 31, 1994 for the
named executives are as follows: Mr. Stafford, 25 years; Mr. Blount, 20 years;
Mr. Hassan, 6 years; Mr. Barshay, 30 years.; and Mr. Hoynes, 4 years.

The table shows the combined annual pension under the current provisions of
both retirement plans assuming retirement of an employee who has continued
employment to age 65 and assuming payment as a single life annuity. (No
reduction has been made for the Social Security offset.)

<PAGE>
PERFORMANCE GRAPH

The following graph shows the value as of December 31, 1994 of a $1,000
investment made on December 31, 1989 in the Corporation's Common Stock (with
dividends reinvested), as compared with similar investments based on (i) the
value of the S & P 500 Index (with dividends reinvested) and (ii) the value of a
market-weighted Peer Group Index composed of the common stock of Abbott
Laboratories, American Home Products Corporation, Bristol-Myers Squibb Company,
Johnson & Johnson, Eli Lilly and Company, Merck & Co., Inc., Pfizer Inc.,
Schering-Plough Corporation, The Upjohn Company and Warner-Lambert Company, in
each case on a 'total return' basis assuming reinvestment of dividends. (Syntex
Corporation, previously included in the Peer Group Index, is no longer publicly
traded and has therefore been omitted.) The market-weighted Peer Group Index
values were calculated from the beginning of the performance period. The stock
performance shown below is not necessarily indicative of future performance.

[PERFORMANCE GRAPH]

<PAGE>
<TABLE>
<CAPTION>
COMPARATIVE VALUES
---------------------------------------------------------------------
YEAR AHP COMMON STOCK S & P 500 INDEX PEER GROUP INDEX
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
12/31/89 $1,000.00 $1,000.00 $1,000.00
12/31/90 $1,019.10 $ 968.70 $1,173.73
12/31/91 $1,684.70 $1,258.10 $1,843.23
12/31/92 $1,396.80 $1,349.30 $1,607.42
12/31/93 $1,399.00 $1,480.10 $1,512.16
12/31/94 $1,419.30 $1,494.60 $1,720.66
</TABLE>

19
<PAGE>
REPORT OF THE COMPENSATION
AND BENEFITS COMMITTEE OF THE
BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION

The Corporation's compensation policies applicable to its executive
officers are administered by the Compensation and Benefits Committee (the
'Committee') of the Board of Directors. All members of the Committee are
non-employee directors. These policies are designed to enhance the overall
strength and financial performance of the Corporation by aligning the financial
interests of the Corporation's executive officers with those of its
stockholders.

The three primary components of executive compensation are base salary,
awards under the Corporation's Management Incentive Plan and stock option
grants/restricted stock awards. The Committee recommends to the Board of
Directors the salaries of the executive officers and administers the Management
Incentive Plan and the Stock Option and Stock Incentive Plans under which
employee stock options are granted and restricted stock awards are made. All
components of executive compensation are reviewed for competitiveness in
relation to a group of companies in the pharmaceutical industry (the
'Competitive Companies') by an independent consulting firm specializing in
executive compensation.

BASE SALARY

Base salaries for the first six months of 1994 were unchanged from the base
salaries at January 1, 1993 which had been recommended by the Committee and
approved by the Board of Directors in November 1992. Base salaries for the
second six months of 1994 were recommended by the Committee and approved by the
Board of Directors in May 1994, at which time the Committee considered the
financial performance of the Corporation as a whole and its individual business
units as well as the contribution of each of the executive officers. In
addition, the Committee reviewed base salaries recommended by Mr. John R.
Stafford for executive officers other than himself. The Committee then
determined the base salary recommendation for Mr. Stafford, out of his presence.
The Committee also reviewed the results of a survey of compensation information
for the Competitive Companies compiled by the independent compensation
consulting firm. This survey and similar surveys used by the Committee in
connection with other elements of executive compensation (collectively, the
'Competi-

<PAGE>
tive Surveys') each includes information for all of the companies comprising the
peer group index appearing on the Performance Graph in this Proxy Statement.

MANAGEMENT INCENTIVE PLAN AWARDS

The stockholder-approved Management Incentive Plan is designed to provide
current and deferred incentive compensation to selected key employees who
contribute in a substantial degree to the success of the Corporation, thus
affording to them a means of participating in that success and an incentive to
contribute further to that success.

The Committee determines the awards to be made under the Plan to executive
officers, including Mr. Stafford, and determines and recommends to the Board the
award fund. The award fund under the Plan may not exceed 12% of the excess of
net income (as defined in the Plan) for any year over the greater of either 12%
of average net capital (as defined in the Plan) or an amount equal to $.75
multiplied by the average number of shares of Common Stock outstanding for the
year, assuming full conversion of the Corporation's Preferred Stock.

Plan participants, including executive officers, are eligible to receive an
award of up to 100% of salary. Under current Committee policy, at least 50% of
each award to executive officers who are corporate vice presidents and above is
made in the form of a contingent stock award to be delivered in shares of the
Corporation's Common Stock either in the third year following the year in
respect of which the award was granted or after retirement or termination of
employment at the election of each participant or as the Committee otherwise
determines. The value of each deferred contingent stock award together with its
associated dividend equivalent rights is tied to future performance because it
will rise and fall with the market price for the Corporation's Common Stock and
will reflect the payment of dividends during the deferral period. Accordingly,
an important component of executive compensation is weighted to current and
deferred 'bonus awards' based on the Corporation's financial performance.

In determining amounts to be awarded to executive officers under the Plan,
the Committee takes into account a number of factors, including the
performance-related factors described below under 'Relationship of Corporate
Performance to Executive Compensation', as well as individual performance and
achievement. The awards for 1994 were granted by the Committee in January 1995.
In addition, the Committee

<PAGE>
considered the amounts of previous awards in deciding upon the awards for 1994.
The Committee also reviewed a Competitive Survey which indicated that, overall,
the Management Incentive Plan awards together with base salaries were slightly
below the competitive market rates.

STOCK OPTION AND INCENTIVE PLANS GRANTS

In contrast to salary and the cash portion of Management Incentive Plan
awards, the value to each executive officer of the stock option grants is tied
directly to stock price performance. The Committee grants options under the
stockholder-approved option plans with an exercise price equal to the market
price on the date of grant. If there is no appreciation in the market price for
the Corporation's Common Stock, the options are valueless.

Grants are made to executive officers based on salary, responsibility and
performance of the individual officer. Grants are made to executive officers on
an annual basis, thereby tying option-based compensation to stock price
performance over the long term. Grants are not exercisable for one year
following the date of grant except in cases of the death, retirement, or
disability of the optionee. The grants for the named executives were made by the
Committee in May 1994 at the market price on the date of grant of $58.0625.

In furtherance of the goal of aligning the interests of management with
those of the stockholders, in May 1994 the Committee also made Restricted Stock
Performance Awards to executives including the Chairman, President and Chief
Executive Officer. The Restricted Stock Awards were granted in lieu of a portion
of the stock option award that would have been granted at a ratio of one unit
representing one share of Restricted Stock replacing options covering four
shares of Common Stock. These awards represent units which will be converted to
shares of Restricted Stock based on performance over a three-year period of
restriction, with the maximum number of units that may be converted in each year
equal to 125% of one-third of the total award. During the three-year restricted
period, all of the restricted shares are forfeited upon termination of
employment for any reason other than death, disability or retirement (in which
case the shares vest immediately), unless the Committee makes a partial or
complete exception to this requirement. Otherwise, all shares of Restricted
Stock will be free of any restrictions when the restricted period lapses. The
shares are valued at

<PAGE>
the mean between the high and low prices of the Corporation's Common Stock on
the Consolidated Transaction Reporting System on the designated date of
delivery.

In deciding to grant Restricted Stock and additional options, the Committee
considered the amounts of options previously granted. The Committee also
reviewed a Competitive Survey which indicated that, taken together, the grants
and awards fell between the 50th and 75th percentile of the Competitive
Companies. For 1994, conversion of units to restricted stock was based on a
formula related to the Corporation's earnings per share percentage growth rate
adjusted as provided in the award agreements compared to that of the
Corporation's peer companies. As a result, 100% of one-third of the award was
converted to Restricted Stock in February 1995 based on 1994 performance.

RELATIONSHIP OF CORPORATE PERFORMANCE TO EXECUTIVE COMPENSATION

While all of the Corporation's executive officer compensation is related to
corporate performance, the awards under the Management Incentive Plan are most
closely tied to corporate performance. The maximum aggregate amount of the award
fund is based on corporate performance in the manner described under 'Management
Incentive Plan Awards', above. In determining the amounts that were awarded to
the Chairman, President and Chief Executive Officer and executive officers
generally, the Committee viewed as most significant the acquisition of American
Cyanamid Company which was considered by the Committee to be a major strategic
accomplishment.

The next most significant factor considered by the Committee was the strong
and consistent financial results achieved in 1994. Net sales for the year
increased 8% over 1993, net income increased 4%, and earnings per share
increased 5.1%, evidencing the strong focus of management on keeping the
business profitable while undertaking major changes.

Finally, the Committee also considered important the restructuring programs
initiated by the Corporation in 1994 and the development and commencement of a
plan for the rapid integration of the business of American Cyanamid into the
Corporation's operations.

With respect to Mr. Stafford, it was the Committee's view that his vigorous
leadership was instrumental in the planning and execution of the programs and
policies that resulted in the favorable outcome of the factors considered above.
The Committee

<PAGE>
also viewed favorably his leadership activities in the pharmaceutical industry
as a whole.

DEDUCTIBILITY OF EXECUTIVE COMPENSATION

Section 162(m) of the Internal Revenue Code, applicable for 1994 and
thereafter, generally disallows a tax deduction to public companies for
compensation over one million dollars paid in any year (not including amounts
deferred) to a corporation's Chief Executive Officer and to the four other most
highly compensated executive officers. Qualifying performance-based compensation
will not be subject to the deduction limit if certain requirements are met. The
Corporation believes that all compensation paid in 1994 is deductible under
Section 162(m) because the performance-based compensation is structured in a
manner believed to comply with the statute.

COMPENSATION AND BENEFITS COMMITTEE

Frank A. Bennack, Jr., Chairman
Robin Chandler Duke
Robert W. Sarnoff

John P. Mascotte was appointed to the Committee effective February 1, 1995 and
therefore was not a member of the Committee and did not participate in the
discussions and determinations contained in this report.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Bennack served on the Compensation and Benefits Committee for all of
1994. Messrs. Culligan, Feerick and Gee were members of the Committee until
April 20, 1994, on which date Mrs. Duke and Mr. Sarnoff became members of the
Committee. Mr. Mascotte was appointed to the Committee effective February 1,
1995.

Securities and Exchange Commission rules require proxy statement disclosure
of specified information regarding certain relationships of members of the
Corporation's Board of Directors with the Corporation or certain other entities.
None of the members of the Corporation's Board of Directors has a relationship
requiring such disclosure, except that Mr. John W. Culligan, who was a member of
the Compensation and Benefits Committee from January 1, 1994, and previously, to
April 20, 1994, served as

<PAGE>
Chairman of the Board and Chief Executive Officer of the Corporation from 1981
to 1986.

---------------------------------------------------------

ITEM 2.
APPOINTMENT OF PRINCIPAL INDEPENDENT PUBLIC
ACCOUNTANTS

Upon the recommendation of the Audit Committee of the Board of Directors,
the Board of Directors has, subject to ratification by the stockholders,
appointed Arthur Andersen LLP as the Corporation's principal independent public
accountants for the year 1995. This firm served in such capacity in 1994 and
previously. A representative of Arthur Andersen LLP will be present at the
Annual Meeting and will be available to make such comments as may be appropriate
and to answer proper questions.

THE BOARD OF DIRECTORS AND MANAGEMENT RECOMMEND A VOTE FOR RATIFICATION OF
THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE CORPORATION'S PRINCIPAL
INDEPENDENT PUBLIC ACCOUNTANTS FOR 1995.

---------------------------------------------------------

ITEM 3.

One stockholder of the Corporation has submitted the following stockholder
proposal for inclusion in the Proxy Statement. The stockholder's name and
address will be furnished orally or in writing as requested, by the Corporation
or by the Securities and Exchange Commission to any person, promptly upon
receipt of any oral or written request. Such a request may be directed to Carol
G. Emerling, Secretary of the Corporation.

STOCKHOLDER PROPOSAL
TO ABOLISH THE COMPANY'S POLITICAL ACTION COMMITTEE
(REPRODUCED AS PROPOSED)

Be it resolved that the shareholders recommend that the American Home
Products Corporation's Good Government Committee, which is a political action
committee, be disbanded and the assets disbursed in accordance with applicable
law.

<PAGE>
Comments: Do you remember how a number of corporations got into trouble for
activities during the 1972 presidential campaign? Would 1995 be a good year to
eliminate a political action committee with a presidential campaign coming in
1996?

Former President Bush in his 1991 State of the Union address proposed that
political action committees be eliminated by making them illegal. If you believe
that it would be a good idea to eliminate political action committees, you can
show your support by voting for this proposal.

AMERICAN HOME PRODUCTS RESPONSE

THE BOARD OF DIRECTORS AND MANAGEMENT DO NOT AGREE WITH THE ABOVE PROPOSAL
AND RECOMMEND A VOTE AGAINST IT FOR THE FOLLOWING REASONS:

American Home Products established the AHP Good Government Fund (the
'Fund'), its political action committee, in 1979. The Fund's stated purpose is
to assist financially responsible and capable candidates for elective office who
will be guided by the principle that there must exist a political and economic
environment conducive to the preservation of the competitive free enterprise
system operating to serve the public interest. Its revenues are derived solely
from voluntary contributions of employees.

The decision by employees whether to contribute is purely voluntary.
Article IV of the By-Laws of the Fund states:

All contributions shall be strictly voluntary. No physical force, job
discrimination, or financial reprisals, or threat of same shall be used to
secure contributions; nor shall any such contributions or monies or
services be required as a condition of employment, job assignment, or
promotion.

Article V of the Fund's By-Laws reinforces this provision by stating that
the Fund will accept only contributions made voluntarily and will not accept
contributions resulting from coercion. Solicitations for contributions to the
Fund reinforce, in writing, the voluntary nature of an employee's contribution.

In addition, each contributor to the fund can choose the political party
whose candidates will receive his or her contribution. Permissible recipients
under the Fund's By-Laws are:

(i) candidates for election to public office of the government of the
United States of America or of any state, territory, possession,
commonwealth, municipal-

<PAGE>
ity or other political subdivision thereof (including primary, general and
special election), and (ii) one or more political parties or qualified
committees established for the purpose of supporting candidates for
elective public office and (iii) the political action committee of any
trade association of which AHPC or a subsidiary is a member (whether such
political action committee makes distributions to candidates, political
parties or qualified committees, including primary, general and special
elections).

The Federal Election Commission has strict guidelines on the amounts that
can be contributed. Also, only employees who are United States citizens or those
lawfully admitted for permanent residence in accordance with the Immigration and
Nationality Act can contribute to the Fund. The very small cost of its operation
is borne entirely by the Company.

The Fund's By-Laws provide that, in the event the Fund is terminated, the
remaining monies shall be distributed equally to the Democratic and Republican
parties within the limits imposed by law.

The Fund affords employees a convenient opportunity to exercise their
rights and participate in the political process. The Fund is subject to
regulation by the Federal Election Commission and contribution reports are filed
regularly with the appropriate authorities. Participation is completely
voluntary and the cost to the Company is minimal. Nothing would be gained by
denying this opportunity to the Company's employees.

FOR ALL THESE REASONS, THE BOARD OF DIRECTORS AND MANAGEMENT RECOMMEND A
VOTE AGAINST THIS STOCKHOLDER PROPOSAL.

STOCKHOLDER PROPOSALS FOR 1996 ANNUAL MEETING

Stockholder proposals intended to be presented at the 1996 Annual Meeting
must be received by the Corporation at its principal executive offices on or
before November 22, 1995 in order to be considered for inclusion in the
Corporation's proxy statement and form of proxy relating to that meeting.

<PAGE>
OTHER MATTERS

Management knows of no other matters to be brought before the Annual
Meeting, but if other matters come before the meeting, it is the intention of
the persons named in the accompanying proxy to take such action as in their
judgment is in the best interest of the Corporation and our stockholders.

The Corporation will bear the expenses in preparing, printing and mailing
the proxy materials to the stockholders. In addition, the Corporation will
retain D.F. King & Co., Inc., New York, NY, to aid in the solicitation of
proxies, for which such firm will be paid a fee of $17,000 plus out-of-pocket
expenses and disbursements. In addition, officers and employees of the
Corporation and its subsidiaries may request the return of proxies by telephone,
telegram or in person, for which no additional compensation will be paid to
them.

The Annual Report of the Corporation for the year ended December 31, 1994,
including financial statements, has been mailed to stockholders.

REGARDLESS OF THE NUMBER OF SHARES YOU HOLD, IT IS IMPORTANT THAT YOUR
STOCK BE REPRESENTED AT THE MEETING IN ORDER THAT THE PRESENCE OF A QUORUM CAN
BE SECURED. IF YOU ARE UNABLE TO ATTEND THE MEETING, YOU ARE URGED TO DATE AND
SIGN YOUR PROXY AND RETURN IT WITHOUT DELAY IN THE ENCLOSED ADDRESSED ENVELOPE.
THE SHARES REPRESENTED BY EACH PROXY SO SIGNED AND RETURNED WILL BE VOTED IN
ACCORDANCE WITH THE STOCKHOLDER'S DIRECTIONS.

By Order of the Board of Directors
CAROL G. EMERLING
Secretary

March 21, 1995

28
<PAGE>
[Logo]

AMERICAN HOME PRODUCTS
CORPORATION
------------------
NOTICE OF ANNUAL MEETING
AND
PROXY STATEMENT
------------------
ANNUAL MEETING OF STOCKHOLDERS
APRIL 26, 1995

YOUR VOTE IS IMPORTANT

IF YOU ARE UNABLE TO ATTEND THE MEETING,
PLEASE DATE, SIGN AND RETURN THE
ACCOMPANYING PROXY CARD PROMPTLY.

<PAGE>

APPENDIX 1
PROXY CARD

AMERICAN HOME PRODUCTS CORPORATION
FIVE GIRALDA FARMS
MADISON, NEW JERSEY 07940
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MANAGEMENT

The undersigned hereby appoints JOHN R. STAFFORD, LOUIS L. HOYNES, JR. and
CAROL G. EMERLING and each of them proxies with power of substitution, to
represent and to vote, as designated below, on behalf of the undersigned at the
Annual Meeting of Stockholders of the Corporation to be held on April 26, 1995
and at any adjournment thereof on each of the following matters, as set forth in
the Proxy Statement, and upon such other matters properly coming before the
meeting.

This proxy when properly executed will be voted in the manner directed by the
stockholder. If no direction is given, this proxy will be voted FOR Items 1
and 2 and AGAINST Item 3.

(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)

[ ]
OPTIONAL SECRET
------------- ------------------ ---------- PROXY
COMMON MASTER INVESTMENT PREFERRED

THE BOARD OF DIRECTORS AND MANAGEMENT RECOMMEND YOU VOTE 'FOR' ITEMS 1 AND 2

WITHHELD
FOR FOR ALL
ITEM 1--ELECTION OF DIRECTORS: [ ] [ ]
Nominees:
C.L. Alexander, Jr., F.A. Bennack, Jr.,
R.G. Blount, R.C. Duke, J.D. Feerick,
F. Hassan, J.P. Mascotte, M.L. Polan,
J.R. Stafford, J.R. Torell III and W. Wrigley

WITHHELD FOR: (Write that nominee's name in the space provided below):
- -------------------------------------

FOR AGAINST ABSTAIN
ITEM 2--APPOINTMENT OF INDEPENDENT PUBLIC [ ] [ ] [ ]
ACCOUNTANTS

AND 'AGAINST' ITEM 3.
FOR AGAINST ABSTAIN
ITEM 3--STOCKHOLDER PROPOSAL TO ABOLISH [ ] [ ] [ ]
POLITICAL ACTION COMMITTEE

Signature(s) Date
--------------------------------------------- ------------
NOTE: Please sign exactly as the name appears above. When shares are held by
joint owners, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign full corporation name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.

<PAGE>
APPENDIX 2
VOTING CARD

VOTING INSTRUCTIONS TO TRUSTEE
AMERICAN HOME PRODUCTS CORPORATION
FIVE GIRALDA FARMS
MADISON, NEW JERSEY 07940
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MANAGEMENT

This proxy when properly executed will be voted in the manner directed by the
stockholder. If no direction is given, this proxy will be voted FOR Items 1
and 2 and AGAINST Item 3.

(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)

[ ]
OPTIONAL SECRET
------------- PROXY
SAVINGS PLAN

THE BOARD OF DIRECTORS AND MANAGEMENT RECOMMEND YOU VOTE 'FOR' ITEMS 1 AND 2

WITHHELD FOR: (Write that nominee's name in the space provided below):
- -------------------------------------

FOR AGAINST ABSTAIN
ITEM 2--APPOINTMENT OF INDEPENDENT PUBLIC [ ] [ ] [ ]
ACCOUNTANTS

AND 'AGAINST' ITEM 3.
FOR AGAINST ABSTAIN
ITEM 3--STOCKHOLDER PROPOSAL TO ABOLISH [ ] [ ] [ ]
POLITICAL ACTION COMMITTEE

<PAGE>
APPENDIX 3
IBM CARD

AMERICAN HOME PRODUCTS CORPORATION
FIVE GIRALDA FARMS
MADISON, NEW JERSEY 07940
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MANAGEMENT

This proxy when properly executed will be voted in the manner directed by the
stockholder. If no direction is given, this proxy will be voted FOR Items 1
and 2 and AGAINST Item 3.

(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)

<PAGE>
THE BOARD OF DIRECTORS AND MANAGEMENT RECOMMEND YOU VOTE 'FOR' ITEMS 1 AND 2 AND
'AGAINST' ITEM 3.

<TABLE>
<S> <C> <C>
ITEM 1 -- Election of 11 Directors: C.L. Alexander, Jr., F.A. Bennack, Jr.,
R.G. Blount, R.C. Duke, J.D. Feerick, F. Hassan, J.P. Mascotte, M.L. Polan, [ ] WITHHELD
J.R. Stafford, J.R. Torell III and W. Wrigley [ ] FOR for
all nominees all nominees

WITHHELD for the following only, write name:
</TABLE>

<TABLE>
<S> <C> <C> <C>
ITEM 2 -- Appointment of independent public accountants [ ] FOR [ ] AGAINST [ ] ABSTAIN

ITEM 3 -- Stockholder proposal to abolish political action committee [ ] FOR [ ] AGAINST [ ] ABSTAIN
</TABLE>

PLEASE READ OTHER SIDE
Date
----------------------------------
Signature
----------------------------------
Signature
----------------------------------

PLEASE SIGN EXACTLY AS THE NAME APPEARS ABOVE. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN FULL CORPORATION NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.