AMERICAN HOME PRODUCTS CORP
10-Q, 1997-05-13
PHARMACEUTICAL PREPARATIONS
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the Quarterly Period Ended March 31, 1997   Commission File Number 1-1225

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

        Delaware                                       13-2526821
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

     Five Giralda Farms, Madison, N.J.                        07940
 (Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code (201) 660-5000

          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

The number of shares of Common Stock outstanding as of the close of business on
April 30, 1997:
                                                            Number of
                           Class                       Shares Outstanding

     Common Stock, $0.33-1/3 par value                     643,734,341


======================================================================

              AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES


                                     INDEX


                                                                   Page No.

Part I - Financial Information                                         2

     Item 1.    Financial Statements:

        Consolidated Condensed Balance Sheets -
           March 31, 1997 and December 31, 1996                        3

        Consolidated Condensed Statements of Income -               
           Three Months Ended March 31, 1997 and 1996                  4

        Consolidated Condensed Statements of Retained
           Earnings and Additional Paid-in Capital -
           Three Months Ended March 31, 1997 and 1996                  5

        Consolidated Condensed Statements of Cash Flows -
           Three Months Ended March 31, 1997 and 1996                  6

        Notes to Consolidated Condensed Financial Statements           7
                                                                        
     Item 2.    Management's Discussion and Analysis of
           Financial Condition and Results of Operations              8-12

Part II - Other Information                                            13

     Item 1.    Legal Proceedings                                      13

     Item 5.    Other Information                                      13

     Item 6.    Exhibits and Reports on Form 8-K                       14

Signature                                                              15

Exhibit Index                                                          EX-1

                                - 1 -

                       Part I - Financial Information



AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES

The consolidated condensed financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations; however, the Company believes that
the disclosures are adequate to make the information presented not
misleading.  In the opinion of management, the financial statements include
all adjustments necessary to present fairly the financial position of the
Company as of March 31, 1997 and December 31, 1996, the results of its
operations, its cash flows and the changes in retained earnings and
additional paid-in capital for the three months ended March 31, 1997 and
1996.  It is suggested that these financial statements and management's
discussion and analysis of financial condition and results of operations be
read in conjunction with the financial statements and the notes thereto
included in the Company's 1996 Annual Report on Form 10-K.

                                - 2 -
                                

    AMERICAN HOME  PRODUCTS CORPORATION  AND SUBSIDIARIES
           CONSOLIDATED CONDENSED  BALANCE  SHEETS
           (In Thousands Except Per Share Amounts)

                                                  March 31,     December 31,
                                                     1997           1996
ASSETS
Cash and cash equivalents ......................  $1,024,624     $1,322,297
Marketable securities ..........................       5,690        221,820
Accounts receivable less allowances ............   2,976,726      2,541,714
Inventories:
     Finished goods ............................   1,139,768      1,121,055
     Work in progress ..........................     657,893        567,240
     Materials and supplies ....................     657,148        701,074
                                                   2,454,809      2,389,369
Other current assets including deferred taxes ..   1,012,433        995,219
     Total Current Assets ......................   7,474,282      7,470,419
Property, plant and equipment ..................   6,371,357      6,254,666
     Less accumulated depreciation .............   2,284,722      2,217,933
                                                   4,086,635      4,036,733
Goodwill and other intangibles, net of 
     accumulated amortization ..................   8,759,434      8,517,610
Other assets including deferred taxes ..........     936,858        760,581
                                                 $21,257,209    $20,785,343
LIABILITIES
Loans payable ..................................     $76,978        $76,574
Trade accounts payable .........................     885,944        940,076
Accrued expenses ...............................   2,993,771      2,810,223
Accrued federal and foreign taxes ..............     466,313        510,762
     Total Current Liabilities..................   4,423,006      4,337,635
Long term debt .................................   6,096,140      6,020,575
Other noncurrent liabilities ...................   2,473,386      2,486,375
Postretirement benefit obligation other
     than pensions .............................     790,524        782,342
Minority interests  ............................     218,183        196,324

STOCKHOLDERS' EQUITY
$2 convertible preferred stock, par value 
     $2.50 per share ...........................          77             79
Common stock, par value $0.33-1/3 per share ....     214,423        213,328
Additional paid-in capital .....................   2,149,387      2,034,337
Retained earnings ..............................   5,065,455      4,756,270
Currency translation adjustments ...............    (173,372)       (41,922)
     Total Stockholder's Equity ................   7,255,970      6,962,092
                                                 $21,257,209    $20,785,343

The accompanying notes are an integral part of these balance sheets.

                                - 3 -

                    AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                           (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)


                                              Three Months Ended March 31,
                                                    1997           1996
Net Sales ...................................     $3,603,019   $3,646,814

Cost of goods sold ..... ....................      1,031,938    1,205,954
Selling, general and administrative expenses       1,345,259    1,329,247
Research and development expenses ...........        372,045      338,312
Interest expense, net .......................         97,047      118,573
Other income, net ...........................        (45,449)     (26,201)

Income before federal and foreign taxes .....        802,179      680,929
Provision for taxes .........................        225,502      191,566

Net Income ..................................       $576,677     $489,363

Net Income Per Share of Common ..............          $0.90        $0.78

Dividends per share of common stock .........          $0.41       $0.385

Average number of common shares outstanding 
 during the period used in the computation 
 of net income per share ....................        642,306      630,374

The accompanying notes are an integral part of these statements.

                                - 4 -

                      AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED CONDENSED STATEMENTS OF RETAINED EARNINGS
                                 AND ADDITIONAL PAID-IN CAPITAL
                                         (IN THOUSANDS)
                                         
                                                 Three Months Ended March 31,
RETAINED EARNINGS                                      1997           1996
  Balance, beginning of period .................    $4,756,270    $3,875,224*
  Add:  Net income .............................       576,677       489,363
                                                     5,332,947     4,364,587
  Less: Cash dividends declared ................       263,687       242,565
        Cost of treasury stock acquired (less 
         amounts charged to capital) and other 
         items .................................         3,805         9,325
                                                       267,492       251,890

  Balance, end of period .......................    $5,065,455    $4,112,697

ADDITIONAL PAID-IN CAPTIAL
  Balance, beginning of period .................    $2,034,337    $1,515,154
  Add:  Excess over par value of common stock 
        issued .................................       115,319       130,733
         
  Less: Cost of treasury stock acquired (less 
        amounts charged to retained earnings)...           269           631
  Balance, end of period .......................    $2,149,387    $1,645,256

*Restated to reflect a two-for-one common stock split effective April 23, 1996.

The accompanying notes are an integral part of these statements.


                                - 5 -

                     AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                        (IN THOUSANDS)
                                        
                                               Three Months Ended March 31,
                                                        1997        1996
Operating Activities
Net income .....................................      $576,677    $489,363
Adjustments to reconcile net income to net
 cash provided from operating activities:
 Gains on sales of businesses and other 
 assets ........................................       (19,002)    (22,144)
 Depreciation and amortization..................       177,777     166,139
 Deferred income taxes .........................      (196,678)    (40,810)
 Changes in working capital, net ...............      (442,566)   (371,013)
 Other, net ....................................        16,695       8,511 
Net cash provided from operating activities ....       112,903     230,046

Investing Activities
Purchases of property, plant and equipment .....      (156,681)   (171,710)
Purchases of businesses, net of cash acquired ..      (460,000)          -
Proceeds from sales of businesses and other 
 assets ........................................        74,979      63,848
Proceeds from sales of/(purchases of) marketable
 securities, net ...............................       216,322      (5,485)
Net cash used for investing activities .........      (325,380)   (113,347)

Financing Activities
Net proceeds from/(repayments of) debt .........        75,938     (51,054)
Dividends paid .................................      (263,687)   (242,565)
Purchases of treasury stock ....................        (2,668)     (5,953)
Exercise of stock options ......................       107,967     124,261
Net cash used for financing activities .........       (82,450)   (175,311)
Effects of exchange rates on cash balances .....        (2,746)       (782)
Decrease in cash and cash equivalents ..........      (297,673)    (59,394)
Cash and cash equivalents, beginning of period .     1,322,297   1,802,397
Cash and cash equivalents, end of period .......    $1,024,624  $1,743,003

The accompanying notes are an integral part of these statements.

Supplemental Information
Interest payments                                     $132,664    $168,562
Income tax payments/(refunds), net                     375,939     (56,903)


                                - 6 -

             AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


Note 1.   Contingencies

          The Company is involved in various legal proceedings, including
          product liability and environmental matters of a nature considered
          normal to its business.  It is the Company's policy to accrue for
          amounts related to these legal matters if it is probable that a
          liability has been incurred and an amount is reasonably estimable.

          In the opinion of the Company, although the outcome of any legal
          proceedings cannot be predicted with certainty, the ultimate 
          liability of the Company in connection with these proceedings will 
          not have a material adverse effect on the Company's financial 
          position but could be material to the results of operations in any 
          one accounting period.

Note 2.   Earnings per Share

          In February 1997, Statement of Financial Accounting Standards (SFAS)
          No. 128 - "Earnings per Share" was issued and is effective for 
          interim and annual reporting periods ending after December 15, 1997.  
          SFAS No. 128 will require the presentation of Basic Earnings per
          Share and Diluted Earnings per Share in the Company's Consolidated
          Statements of Income.  Net Income per Share of Common Stock presented 
          in these financial statements is equivalent to Basic Earnings per 
          Share.  Pro forma Diluted Earnings per Share for the three months 
          ended March 31, 1997 and 1996 were $0.88 and $0.76.

Note 3.   Solvay S.A. Acquisition

          On February 28, 1997, the Company announced the completion of the 
          acquisition of the worldwide animal health business of Solvay S.A. 
          for approximately $460 million.  The acquisition was financed 
          partially through the issuance of commercial paper and was accounted 
          for under the purchase method of accounting.  The purchase price 
          exceeded the net assets acquired by approximately $337 million which 
          is being amortized over periods of 20 to 40 years.
          
          
          
                                - 7 -

          Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
                       Three Months Ended March 31, 1997

Results of Operations

Management's discussion and analysis of results of operations for the 1997 
first quarter has been presented on an as-reported basis except for sales 
variation explanations which are presented on an as-reported and pro forma 
basis.  The pro forma sales results reflect businesses divested in 1996 
assuming the transactions occurred as of January 1, 1996.  This activity 
includes the divestitures of the American Home Foods business and the 
Symbiosis surgical products business.

Net sales for the 1997 first quarter decreased 1% compared to the 1996 first
quarter on an as-reported basis. The decrease in 1997 as-reported net sales 
was due to the divestitures discussed in the previous paragraph.  After 
adjusting for the effects of businesses divested in 1996, assuming all 
transactions occurred as of January 1, 1996, net sales increased 6% for the 
1997 first quarter on a pro forma basis.  The pro forma results reflect higher
worldwide sales of pharmaceuticals, agricultural and consumer health care 
products.

The following table sets forth net sales results by major product category and
industry segment together with the percentage changes in "As-Reported" and "Pro
Forma" net sales from the comparable period in the prior year:


                              Three Months     As-Reported     Pro Forma
($ in Millions)              Ended March 31,    % Increase     % Increase
Net Sales to Customers        1997     1996     (Decrease)     (Decrease)
Health Care Products:
  Pharmaceuticals           $2,098.5  $1,962.1        7%            7%
  Consumer Health Care         495.5     475.4        4%            4%
  Medical Devices              323.3     346.1       (7)%          (4)%

Total Health Care            2,917.3   2,783.6        5%            5%
Agricultural Products          685.7     635.9        8%            8%

Food Products                      -     227.3     (100)%           -
Consolidated Net Sales      $3,603.0  $3,646.8       (1)%           6%


                                - 8 -
                                

          Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
                       Three Months Ended March 31, 1997
                                

The following sales variation explanations are presented on an as-reported and
pro forma basis:

     On an as-reported and pro forma basis, U.S. pharmaceutical sales 
     increased 13% for the 1997 first quarter due primarily to sales of 
     REDUX and NAPRELAN (both products were introduced in the 1996 second
     quarter) and higher sales of LODINE, ZIAC, ORUVAIL, PREMARIN products
     and recombinant Factor VIII offset, in part, by lower sales of oral 
     contraceptives and other cardiovascular and pharmaceutical products.  
     The increase in U.S. pharmaceutical sales for the 1997 first quarter 
     consisted of unit volume growth of 11% and price increases of 2%.  On 
     an as-reported and pro forma basis, international pharmaceutical sales 
     decreased 2% for the 1997 first quarter as higher sales of ZOTON and 
     EFFEXOR were offset by lower sales of anti-infectives and other mental 
     health and pharmaceutical products.  The decrease in international 
     pharmaceutical sales for the 1997 first quarter consisted of unit volume 
     growth of 1% offset by unfavorable foreign exchange of 3%.

     On an as-reported and pro forma basis, U.S. consumer health care sales 
     increased 2% for the 1997 first quarter due primarily to sales of AXID AR
     (introduced in the 1996 second quarter) and Children's ADVIL (introduced 
     in the 1996 third quarter) and higher sales of CENTRUM and cough/cold 
     products offset, in part, by lower sales of ORUDIS KT and the disposal of 
     several non-core products in late 1996 and early 1997.  The increase in 
     U.S. consumer health care sales for the 1997 first quarter consisted 
     primarily of price increases as unit volume remained comparable with the 
     prior year.  On an as-reported and pro forma basis, international consumer 
     health care sales increased 11% for the 1997 first quarter due primarily 
     to higher sales of CENTRUM, ADVIL and cough/cold products.  The increase 
     in international consumer health care sales for the 1997 first quarter 
     consisted of unit volume growth of 11% and price increases of 2% which 
     were offset by unfavorable foreign exchange of 2%.

     On an as-reported basis, worldwide medical devices sales decreased 7% for 
     the 1997 first quarter.  After adjusting for the effect of the divestiture 
     of the Symbiosis surgical products business in 1996, worldwide medical 
     devices sales decreased 4% for the 1997 first quarter on a pro forma basis 
     due primarily to lower sales of wound closure products offset, in part, by 
     higher sales of needles and syringes.  The decrease in worldwide medical 
     devices sales for the 1997 first quarter consisted of unit volume declines 
     of 2% and unfavorable foreign exchange of 2%.


                                - 9 -
                                
          Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
                       Three Months Ended March 31, 1997
                                

     On an as-reported and pro forma basis, U.S. agricultural products sales
     increased 8% for the 1997 first quarter due primarily to sales of STEEL
     herbicide (introduced in the 1996 second quarter) and higher sales of 
     PROWL, STATUS and ASSERT herbicides offset, in part, by lower sales of
     COUNTER insecticide.  The increase in U.S. agricultural products sales for 
     the 1997 first quarter consisted of unit volume growth of 6% and price 
     increases of 2%.  Due to the seasonality of the U.S. agricultural products 
     business, which is concentrated primarily in the first six months of the 
     year, U.S. agricultural products sales and results of operations for the 
     1997 first quarter may not be indicative of the results to be expected in 
     subsequent fiscal quarters or for the full year.  On an as-reported and 
     pro forma basis, international agricultural products sales also increased 
     8% for the 1997 first quarter due primarily to higher sales of PURSUIT and 
     SCEPTER herbicides and ACROBAT fungicide offset, in part, by lower sales 
     of CARAMBA fungicide.  The increase in international agricultural products 
     sales for the 1997 first quarter consisted of unit volume growth of 10% and
     price increases of 3% which were offset by unfavorable foreign exchange of 
     5%.

Cost of goods sold, as a percentage of net sales, decreased to 28.6% for the
1997 first quarter versus 33.1% for the 1996 first quarter due primarily to
favorable pharmaceutical and agricultural products sales mix, an overall 
product mix improvement as higher sales of pharmaceuticals, agricultural 
and consumer health care products replaced the loss of lower margin food 
products sales, and to a lesser extent, cost savings and synergies.

Selling, general and administrative expenses, as a percentage of net sales,
increased to 37.3% for the 1997 first quarter compared to 36.4% for the 1996
first quarter.  Higher marketing and selling costs for pharmaceutical and
consumer health care products were offset by the elimination of marketing and
selling costs associated with the foods business.

Research and development expenses increased 10% for the 1997 first quarter
versus the 1996 first quarter due primarily to higher pharmaceutical research
and development expenditures.

Interest expense, net decreased in the 1997 first quarter compared to last year
due primarily to the reduction in long-term debt during 1996.  Average 
long-term debt outstanding during the 1997 and 1996 first quarter was $6,058.4 
million and $7,780.3 million, respectively.

                                - 10 -
                                

          Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
                       Three Months Ended March 31, 1997

Income before taxes and net income increased 18% and net income per share
increased 15% in the 1997 first quarter compared to the 1996 first quarter due
primarily to higher worldwide sales of pharmaceutical, agricultural and 
consumer health care products, favorable pharmaceutical and agricultural 
products sales mix, cost savings and synergies, and lower interest expense 
offset, in part, by the divestiture of the foods business.

The following table sets forth income before taxes by segment:
                      
                                          Three Months
($ in Millions)                          Ended March 31,
Income before Taxes                     1997        1996
Health Care Products                   $770.5      $661.3
Agricultural Products                   171.4       146.8
Corporate                              (139.7)     (150.2)
Food Products                               -        23.0

Consolidated Income before Taxes       $802.2      $680.9

Competition

The Company is not dependent on any one patent-protected product or line of
products for a substantial portion of its sales or results of operations.
However, PREMARIN, the Company's conjugated estrogens product, which has not
had patent protection for many years, does contribute significantly to sales 
and results of operations.  PREMARIN is not currently subject to generic 
competition in the United States and, on May 5, 1997, the U.S. Food and Drug 
Administration (FDA) announced that it will not approve synthetic generic 
conjugated estrogens products at this time because these products have not been 
shown to contain the same active components as PREMARIN.  The FDA further stated
that, until the active components of PREMARIN are scientifically determined 
through new studies, a synthetic generic version cannot be approved, although a
generic product derived from the same natural source could be approved earlier 
provided that a detailed chemical composition of the product is known.  
Although, the Company believes that, as a result of this announcement, PREMARIN 
is not likely to face generic competition in the near term, it cannot predict 

                                - 11 -
                                
          Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
                       Three Months Ended March 31, 1997
                                

the timing or outcome of subsequent efforts to obtain approval for a generic 
conjugated estrogens product.

Liquidity, Financial Condition and Capital Resources

Cash and cash equivalents decreased $297.7 million in the 1997 first quarter to
$1,024.6 million. Proceeds from sales of marketable securities and other assets
of $291.3 million, the exercise of stock options of $108.0 million and
commercial paper borrowings of $75.9 million and cash flows from operating
activities of $112.9 million were used principally for the purchase of the
worldwide animal health business of Solvay S.A. for $460.0 million, dividend
payments of $263.7 million and capital expenditures of $156.7 million.  Cash
flows from operating activities were impacted by the payment of certain
previously accrued long-term deferred tax liabilities which were required to be
paid in connection with the filing of a tax claim.  Due to the seasonality of
the U.S. agricultural products business, a significant portion of the annual
U.S. agricultural products sales are recorded in the first six months of the
year; however, a majority of the related accounts receivable are not collected
until the second and third quarters.  As a result, cash flows from operating
activities in the first quarter of 1997 are not indicative of the results to be
expected in subsequent quarters or for the full year.

Capital expenditures included the expansion of the Company's research and
development facilities and continued strategic investments in manufacturing and
distribution facilities worldwide.

Cautionary Statements for Forward Looking Information

Management's discussion and analysis set forth above contains certain forward
looking statements, including statements regarding the Company's financial
position, results of operations and potential competition.  These forward
looking statements are based on current expectations.  Certain factors which
could cause the Company's actual results to differ materially from expected and
historical results have been identified by the Company in Exhibit 99 to the
Company's 1996 Annual Report on Form 10-K which exhibit is hereby incorporated
by reference.

                                - 12 -


                         Part II - Other Information
                         

Item 1.   LEGAL PROCEEDINGS

          The Company and its subsidiaries are parties to numerous lawsuits and
          claims arising out of the conduct of its business, the most
          significant of which are described in the Company's Annual Report on
          Form 10-K for the year ended December 31, 1996.

          In the brand name prescription drug litigation, the class action
          plaintiffs filed a complaint against the settling defendants in the
          federal actions that have been coordinated and consolidated for
          pretrial purposes under the caption In re Brand Name Prescription Drug
          Antitrust Litigation (MDL 97 N.D. Ill.).  The class action plaintiffs 
          allege that the settling defendants conspired to not implement the 
          affirmative obligations in the settlement agreements which are before 
          the Seventh Circuit Court of Appeals and not yet final.  The complaint
          seeks class action status and requests preliminary and permanent 
          injunctions.  It does not specifically request money damages.  A 
          request for preliminary injunction has been filed in this case and 
          the class action plaintiffs have also filed a motion for a 
          preliminary injunction against the non-settling defendants in the 
          above-captioned proceedings.

          In the action brought against the Company by Johnson & Johnson 
          ("J&J") and Ortho Pharmaceutical Corporation ("Ortho"), which is 
          expected to proceed to trial in June 1997, J&J and Ortho have 
          increased the damages they are seeking from approximately $270 
          million to approximately $308 million.
          
          In the opinion of the Company, although the outcome of any legal
          proceedings cannot be predicted with certainty, the ultimate 
          liability of the Company in connection with these proceedings will 
          not have a material adverse effect on the Company's financial 
          position but could be material to the results of operations in any 
          one accounting period.

Item 5.   Other Information

          Effective May 9, 1997, Fred Hassan resigned as Executive Vice
          President and Director of the Company to accept a position at
          Pharmacia & Upjohn as President and Chief Executive Officer. Mr.
          Hassan had responsibility since November 1995 for the global
          pharmaceutical, medical device and nutritional businesses, and
          research and development.


                                - 13 -


                           Part II - Other Information



Item 6.    Exhibits and Reports on Form 8-K

               a)    Exhibits

                
                     Exhibit No.    Description

                     (11)           Computation of Earnings Per Share.


                     (27)           Financial Data Schedule.
                     

               b)     Reports on Form 8-K

                      The Company did not file any reports on Form 8-K during
                      the quarter covered by this report.


                                - 14 -
                                

                                   SIGNATURE


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

                       AMERICAN HOME PRODUCTS CORPORATION
                                  (Registrant)


                              By /s/ Paul J. Jones
                                 Paul J. Jones
                         Vice President and Comptroller
                           (Duly Authorized Signatory
                         and Chief Accounting Officer)


Date: May 13, 1997


                                - 15 -


                                Exhibit Index


 Exhibit No.         Description

   (11)              Computation of Earnings Per Share.

   (27)              Financial Data Schedule.
   
   
   
   
   
                                  EX-1


                                                       EXHIBIT 11
        American Home Products Corporation and
                     Subsidiaries
           Computation of Earnings Per Share
        (In thousands except per share amounts)
                                                         Quarter Ended
                                                           March 31,      
                                                             1997


1. Net Income .......................................       $576,677

2. Reported earnings per share:

   a.  Average number of common shares outstanding           
       during the year ..............................        642,306


   b.  Reported earnings per share (1/2a) ...........          $0.90


3. Primary earnings per share:

   a.  Average number of common shares outstanding         
       during the quarter ...........................        642,306
  
   b.  Common shares deemed outstanding from the
       assumed exercise of stock options reduced by
       the number of common shares purchased with 
       the proceeds (determined using the average 
       market price during the quarter)...............        12,191
  
   c. Deferred contingent common stock awards ........           494
  
   d. Shares for primary earnings per share
      calculation (3a+3b+3c) .........................       654,991
  
   e. Primary earnings per share (1/3d) ..............         $0.88


4. Fully diluted earnings per share:

   a. Average number of common shares outstanding            
      during the quarter .............................       642,306
   
   b. Common shares deemed outstanding from the
      assumed exercise of stock options reduced by the
      number of common shares purchased with the
      proceeds (determined using the higher of the 
      average market price during the quarter or the 
      market price at end of the quarter) .............       12,191
  
   c. Deferred contingent common stock awards .........          494

   d. Shares for fully diluted earnings per share
      calculation (4a+4b+4c) ..........................      654,991
  
  
   e. Fully diluted earnings per share (1/4d) .........        $0.88
  


<TABLE> <S> <C>



<ARTICLE> 5
                                                   EXHIBIT 27
                                                   
<LEGEND>  THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
          EXTRACTED FROM THE AMERICAN HOME PRODUCTS CORPORATION AND 
          SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEET AS OF 
          MARCH 31, 1997 AND CONSOLIDATED CONDENSED STATEMENT OF INCOME FOR 
          THE THREE MONTHS ENDED MARCH 31, 1997, AND IS QUALIFIED IN ITS 
          ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

<MULTIPLIER> 1,000
       
<S>                      <C>
<PERIOD-TYPE>           3-MOS
<FISCAL-YEAR-END>                  DEC-31-1997
<PERIOD-END>                       MAR-31-1997
<CASH>                               1,024,624
<SECURITIES>                             5,690
<RECEIVABLES>                        2,976,726
<ALLOWANCES>                                 0
<INVENTORY>                          2,454,809
<CURRENT-ASSETS>                     7,474,282
<PP&E>                               6,371,357
<DEPRECIATION>                       2,284,722
<TOTAL-ASSETS>                      21,257,209
<CURRENT-LIABILITIES>                4,423,006
<BONDS>                              6,096,140
<COMMON>                               214,423
                        0
                                 77
<OTHER-SE>                           7,041,470
<TOTAL-LIABILITY-AND-EQUITY>        21,257,209
<SALES>                              3,603,019
<TOTAL-REVENUES>                     3,603,019
<CGS>                                1,031,938
<TOTAL-COSTS>                        1,031,938
<OTHER-EXPENSES>                       372,045
<LOSS-PROVISION>                             0
<INTEREST-EXPENSE>                      97,047
<INCOME-PRETAX>                        802,179
<INCOME-TAX>                           225,502
<INCOME-CONTINUING>                    576,677
<DISCONTINUED>                               0
<EXTRAORDINARY>                              0
<CHANGES>                                    0
<NET-INCOME>                           576,677
<EPS-PRIMARY>                             0.88
<EPS-DILUTED>                             0.88


</TABLE>


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