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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15 (d)
of the Securities Exchange Act of 1934
for the year ended December 31, 1997
AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN - PUERTO RICO
(Full title of the Plan)
AMERICAN HOME PRODUCTS CORPORATION
(Name of Issuer of the securities held pursuant to the Plan)
Five Giralda Farms
Madison, New Jersey 07940
(Address of principal executive office)
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this annual report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMERICAN HOME PRODUCTS CORPORATION
(Registrant)
By: /s/ Paul J. Jones
Paul J. Jones
Vice President and Comptroller
Date: June 26, 1998
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
American Home Products Corporation Savings Plan Committee has duly caused this
annual report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMERICAN HOME PRODUCTS CORPORATION
SAVINGS PLAN - PUERTO RICO
By: /s/ Thomas M. Nee
Thomas M. Nee
Chairman of the American Home
Products Corporation Savings
Plan Committee
Date: June 26, 1998
<PAGE>
AMERICAN HOME PRODUCTS CORPORATION
SAVINGS PLAN - PUERTO RICO
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1997 and 1996
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
EMPLOYER IDENTIFICATION NUMBER - 13-2526821
PLAN NUMBER - 060
<PAGE>
AMERICAN HOME PRODUCTS CORPORATION
SAVINGS PLAN - PUERTO RICO
DECEMBER 31, 1997 and 1996
INDEX
PAGE
Report of Independent Public Accountants
Statements of Net Assets Applicable to Participants'
Equity as of December 31, 1997 and 1996 1 - 2
Statement of Changes in Net Assets Applicable to
Participants' Equity for the Year Ended
December 31, 1997 3
Notes to Financial Statements 4 - 8
Supplemental Schedules:
I. Item 27a - Schedule of Assets Held for
Investment Purposes as of December 31, 1997 Schedule I
II. Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1997 Schedule II
Consent of Independent Public Accountants
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Participants and Savings Plan Committee of the American Home Products
Corporation Savings Plan - Puerto Rico:
We have audited the accompanying statements of net assets applicable to
participants' equity of the American Home Products Corporation Savings Plan
- - Puerto Rico as of December 31, 1997 and 1996, and the related statement of
changes in net assets applicable to participants' equity for the year ended
December 31, 1997. These financial statements and the supplemental
schedules referred to below are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements
and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets applicable to participants' equity
of the American Home Products Corporation Savings Plan - Puerto Rico as of
December 31, 1997 and 1996, and the changes in net assets applicable to
participants' equity for the year ended December 31, 1997, in conformity
with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for
purposes of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The fund
information in the statements of net assets applicable to participants'
equity and statement of changes in net assets applicable to participants'
equity is presented for purposes of additional analysis rather than to
present the net assets applicable to participants' equity and changes in net
assets applicable to participants' equity of each fund. The supplemental
schedules and fund information have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in
our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
New York, New York
June 26, 1998
<PAGE>
<TABLE>
<CAPTION>
American Home Products Corporation Savings Plan - Puerto Rico
Statement of Net Assets Applicable to Participants' Equity
As of December 31, 1997
Fidelity
Fidelity Fidelity International Growth
Interest AHPC Common Magellan Balanced & Income Fund
Income Fund Stock Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Cash and Cash Equivalents $315,100 $230,678 $0 $0 $0
Investments, at Market Value 0 7,317,416 1,078,102 5,434,425 203,161
Group Annuity and Other Investment 10,737,343 0 0 0 0
Contracts, at Market Value
Loans to Participants 0 0 0 0 0
Receivable from Employer 147,469 86,467 22,946 54,659 5,283
Net Assets Applicable to
Participants' Equity $11,199,912 $7,634,561 $1,101,048 $5,489,084 $208,444
</TABLE>
The accompanying notes to financial statements are an integral part
of this statement.
- 1 -
(page)
(Continuation of Previous Page)
<TABLE>
<CAPTION>
American Home Products Corporation Savings Plan - Puerto Rico
Statement of Net Assets Applicable to Participants' Equity
As of December 31, 1997
Fidelity
Spartan U.S. Fidelity
Equity Index Low-Priced MAS Value
Fund Stock Fund Portfolio Loan Fund Total Funds
<S> <C> <C> <C> <C> <C>
Cash and Cash Equivalents $0 $0 $0 $0 $545,778
Investments, at Market Value 7,985,752 132,420 74,442 0 22,225,718
Group Annuity and Other Investments
Contracts, at Market Value 0 0 0 0 10,737,343
Loans to Participants 0 0 0 3,656,292 3,656,292
Receivable from Employer 86,541 2,815 1,411 0 407,591
Net Assets Applicable to
Participants' Equity $8,072,293 $135,235 $75,853 $3,656,292 $37,572,722
</TABLE>
The accompanying notes to financial statements are an
integral part of this statement.
- 1 -
<PAGE>
<TABLE>
<CAPTION>
American Home Products Corporation Savings Plan - Puerto Rico
Statement of Net Assets Applicable to Participants' Equity
As of December 31, 1996
Fidelity Fidelity
Interest AHPC Common Magellan Balanced
Income Fund Stock Fund Fund Fund
<S> <C> <C> <C> <C>
Cash and Cash Equivalents $321,049 $165,691 $0 $0
Investments, at Market Value ` 0 4,721,775 251,870 4,278,471
Group Annuity and Other Investment 10,092,085 0 0 0
Contracts, at Market Value
Loans to Participants 0 0 0 0
Receivable from Employer 166,627 72,881 10,071 54,203
Net Assets Applicable to
Participants' Equity $10,579,761 $4,960,347 $261,941 $4,332,674
</TABLE>
The accompanying notes to financial statements
are an integral part of this statement.
- 2 -
<PAGE>
(Continuation of Previous Page)
<TABLE>
<CAPTION>
American Home Products Corporation Savings Plan - Puerto Rico
Statement of Net Assets Applicable to Participants' Equity
As of December 31, 1996
Fidelity Fidelity
International Spartan
Growth & Income U.S.Equity
Fund Index Fund Loan Fund Total Funds
<S> <C> <C> <C> <C>
Cash and Cash Equivalents $0 $0 $0 $486,740
Investments, at Market Value 35,966 5,216,359 0 14,504,441
Group Annuity and Other Investment
Contracts, at Market Value 0 0 0 10,092,085
Loans to Participants 0 0 2,497,773 2,497,773
Receivable from Employer 2,618 70,004 0 376,404
Net Assets Applicable to
Participants' Equity $38,584 $5,286,363 $2,497,773 $27,957,443
</TABLE>
The accompanying notes to financial statements
are an integral part of this statement.
- 2 -
<PAGE>
<TABLE>
<CAPTION>
American Home Products Corporation Savings Plan - Puerto Rico
Statement of Changes in Net Assets Applicable to Participants' Equity
For the Year Ended December 31, 1997
Fidelity
Fidelity Fidelity International
Interest AHPC Common Magellan Balanced Growth & Income
Income Fund Stock Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Participant Contributions $2,148,535 $1,234,014 $255,018 $900,864 $73,601
Employer Contributions 733,195 548,126 76,262 200,181 33,066
Dividends on Investments 0 143,901 56,306 648,007 11,909
Interest on Group Annuity Contracts and
Other Investment Contracts and Cash
Equivalents 680,306 12,441 0 0 0
Net Appreciation (Depreciation) on
Investments 0 1,542,959 66,749 348,416 (5,093)
Loans Originated (823,944) (667,647) (61,282) (343,849) (6,402)
Total Additions 2,738,092 2,813,794 393,053 1,753,619 107,081
DEDUCTIONS:
Benefits Paid to Participants (1,657,588) (683,726) (48,941) (686,412) (14,786)
Loan Repayments, Including Interest 572,872 334,777 46,111 187,699 4,726
Total Deductions (1,084,716) (348,949) (2,830) (498,713) (10,060)
Interfund Transfers (1,033,225) 209,369 448,884 (98,496) 72,839
Net Additions 620,151 2,674,214 839,107 1,156,410 169,860
Net Assets Applicable to Participants' Equity
- -Beginning of Year
10,579,761 4,960,347 261,941 4,332,674 38,584
Net Assets Applicable to Participants' Equity
- - End of Year $11,199,912 $7,634,561 $1,101,048 $5,489,084 $208,444
</TABLE>
The accompanying notes to financial statements are an integral
part of this statement.
- 3 -
<PAGE>
(Continuation of Previous Page)
<TABLE>
<CAPTION>
American Home Products Corporation Savings Plan - Puerto Rico
Statement of Changes in Net Assets Applicable to Participants' Equity
For the Year Ended December 31, 1997
Fidelity
Spartan Fidelity
U.S. Equity Low-Priced MAS Value
Index Fund Stock Fund Portfolio Loan Fund Total Funds
<S> <C> <C> <C> <C> <C>
Additions:
Participant Contributions $1,235,303 $9,708 $4,600 $0 $5,861,643
Employer Contributions 397,857 2,346 1,019 0 1,992,052
Dividends on Investments 166,588 3,550 6,608 0 1,036,869
Interest on Group Annuity
Contracts and Other Investment
Contracts and Cash Equivalents 0 0 0 0 692,747
Net Appreciation (Depreciation) on
Investments 1,630,279 (1,063) (5,895) 0 3,576,352
Loans Originated (563,745) (523) (298) 2,467,690 0
Total Additions 2,866,282 14,018 6,034 2,467,690 13,159,663
DEDUCTIONS:
Benefits Paid to Participants (592,790) (615) 0 (117,577) (3,802,435)
Loan Repayments, Including Interest 297,581 3,962 1,917 (1,191,594) 258,051
Total Deductions (295,209) 3,347 1,917 (1,309,171) (3,544,384)
Interfund Transfers 214,857 117,870 67,902 0 0
Net Additions 2,785,930 135,235 75,853 1,158,519 9,615,279
Net Assets Applicable to Participants' Equity
- -Beginning of Year 5,286,363 0 0 2,497,773 27,957,443
Net Assets Applicable to Participants' Equity
- -End of Year $8,072,293 $135,235 $75,853 $3,656,292 $37,572,722
</TABLE>
The accompanying notes to financial statements are an integral
part of this statement.
- 3 -
<PAGE>
AMERICAN HOME PRODUCTS CORPORATION
SAVINGS PLAN - PUERTO RICO
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - PLAN DESCRIPTION
The following description of the American Home Products Corporation
Savings Plan - Puerto Rico (the "Plan") only provides general information.
Participants should refer to the Plan document for a more detailed and
complete description of the Plan's provisions.
General
The Plan, a defined contribution profit-sharing plan, was approved and
adopted by the Board of Directors of American Home Products Corporation
("AHP" or the "Company") and became effective on January 1, 1993. Full or
part-time employees of the Company and its participating subsidiaries who
reside in Puerto Rico and are not a member of a recognized collective
bargaining agreement unit are eligible to participate in the Plan after
attaining age 21, as defined in the Plan Documents. The Plan is subject
to the provisions of the Employee Retirement Income Security Act of 1974
("ERISA") and the Puerto Rico Internal Revenue Code (the "PR Code").
Contributions
Participants may elect to make contributions to the Plan in whole
percentages up to a maximum of 16% of their compensation, as defined.
Contributions can be made on a before-tax basis ("salary deferral
contributions"), an after-tax basis ("after-tax contributions"), or a
combination of both. AHP will contribute an amount equal to 50% of the
first 6% of the participant's contributions to the Plan. Under the PR
Code, salary deferral contributions, and the amount of compensation that
can be included for Plan purposes are subject to annual limitations.
Vesting and Separation From Service
Participants are fully vested at all times in their salary deferral and
after-tax contributions. A participant is also fully vested in Company
matching contributions if the participant has at least five years of
continuous service, as defined. If a participant has less than five years
of continuous service, such participants become vested in their matching
contributions according to the following schedule:
Vesting
Years of Continuous Service Percentage
1 year completed 0%
2 years completed 25%
3 years completed 50%
4 years completed 75%
5 years completed 100%
- 4 -
<PAGE>
Regardless of the number of years of continuous service, participants shall
be fully vested in their matching contribution account upon reaching their
65th birthday or upon death, if earlier.
The non-vested portion of the matching contribution is forfeited and becomes
available to satisfy future Company matching contributions, if employment is
terminated prior to full vesting. As of December 31, 1997 the amount of
forfeitures available to offset future Company contributions totaled $5,578.
Distributions
Participants are entitled to withdraw all or any portion of their after-tax
contributions. Participants may make full or partial withdrawals of funds in
any of their accounts upon attaining age 59 1/2 or for financial hardship, as
defined in the Plan, before that age. Participants may qualify for hardship
withdrawals if they have an immediate and heavy financial need, as determined
by the AHP Savings Plan Committee - Puerto Rico (the "Committee"), and have no
other funds that are readily available to meet that need. Participants are
limited to one hardship and one non-hardship withdrawal each year.
Upon termination of employment, participants are entitled to a lump sum
distribution of their vested account balance. An election can be made to
defer the distribution if the participant's account balance is greater than
$3,500 and if the participant is less than 70 1/2 years of age.
Loans
Employees who have a vested account balance of at least $2,000 may borrow
from the vested portion of their account, subject to certain maximum
amounts. Participants in the Plan may borrow up to 50% of their vested
account balances. Each loan is secured by the borrower's vested interest in
their account balance. Participants may have outstanding up to two general
purpose loans and one loan to acquire or construct a principal residence.
All loans must be repaid within 5 years except for those used to acquire or
construct a principal residence, which must be repaid within 15 years.
Defaults on participants' loans during the year are treated as a taxable
distribution of the outstanding balance. The interest rate charged provides
a return commensurate with a market rate, or such other rate as permitted by
government regulations.
Amendments to the Plan
The Plan was amended in 1997 to allow for two new investment options and
effect certain other administrative changes. The Plan was also amended in
1995 in connection with the ACY Plan transfer of assets and liabilities to
the Plan, in order to protect benefits and rights attributable to the
transferred participants.
NOTE 2 - ACCOUNTING POLICIES
Investment Valuation
AHPs's common stock fund is recorded at the fair market value at December
31. Shares in the Fidelity Funds and the MAS Value Portfolio are recorded
at fair market value, which is based on their published net asset value at
December 31. The contracts comprising the Interest Income Fund are recorded
at contract value based upon information supplied by Fidelity Management
Trust Company which approximates market value.
- 5 -
<PAGE>
Investment transactions are recorded on a trade date basis. Net realized
gains and losses on investments are determined, for accounting purposes, on
a moving weighted average basis as of the trade date and are included in
net appreciation(depreciation) of investments in the accompanying financial
statements.
The net change in the difference between cost and current market value of
investments held is reflected in net appreciation(depreciation)of
investments in the Statement of Changes in Net Assets Applicable to
Participants' Equity.
Administrative Costs
All costs and expenses of administering the Plan are paid by AHP.
Receivable from Employer
The receivable from the employer at December 31, 1997 and 1996 represents
employer and employee contributions and loan repayments withheld from
employees but not remitted to the trustee until after the Plan's year-end.
Use of Estimates
The preparation of the Plan's financial statements in conformity with
generally accepted accounting principles requires the plan administrator to
make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclose contingent assets and liabilities at the date
of the financial statements and the reported amounts of additions and
deductions during the reporting period. Actual results may differ from
these estimates.
NOTE 3 - INVESTMENTS
Participants can elect to invest amounts credited to their account in any
of eight investment funds. Investment elections must be made in multiples
of 10%. Transfers between funds must be made in whole percentages and/or
in an amount of at least $250.
The eight investment options are as follows:
Interest Income Fund - consists primarily of contracts issued by life
insurance companies which pay a specified rate of interest for a fixed
period of time and repay principal at maturity. The fund and its
contracts are not guaranteed by the Company or any other institution.
However, the Committee has established guidelines that provide that
contracts be placed with companies rated Aa3 or higher by Moody's and
AA - or higher by Standard & Poors. The interest rate payable to Plan
participants in this fund will be a rate which reflects a blend of the
total investments made by the fund. The average blended interest rate
attributable to these contracts approximated 6.53% for 1997.
AHPC Common Stock Fund - consists primarily of AHP common stock.
Purchases and sales of AHP common stock are made in the open market.
Participants have full voting rights for equivalent shares purchased at
their direction under the Plan.
-6-
<PAGE>
Fidelity Magellan Fund - consists of shares in a mutual fund managed by
Fidelity Management & Research Company that seeks long-term capital
appreciation by actively managing investments in the stocks of
companies with above average growth potential.
Fidelity Balanced Fund - consists of shares in a mutual fund managed by
Fidelity Management & Research Company, which is invested in high
yielding securities, including common stocks, preferred stocks and
bonds with at least 25% of the fund's assets in fixed income senior
securities.
Fidelity International Growth and Income Fund - consists of shares in a
mutual fund managed by Fidelity Management & Research Company that
seeks long-term growth and current income by investing in assets, of
which at least 65% are in securities of issuers that have their
principle business activities outside of the United States.
Fidelity Spartan U.S. Equity Index Fund - consists of shares in a
mutual fund managed by Fidelity Management & Research Company that
seeks to provide investment results that correspond to the total return
performance of the companies that make up the Standard & Poor's 500
Index.
Fidelity Low-Priced Stock Fund - consists of shares in a mutual fund
managed by Fidelity Management & Research Company that invests primarily
in domestic and international small capitalization equities.
MAS Value Portfolio - consists of shares in a mutual fund managed by
Miller Anderson & Sherrerd which seeks long term returns by investing
in stocks of large and mid size companies.
NOTE 4 - MANAGEMENT OF THE PLAN
The Plan is administered by the Committee, which was appointed by the
Board of Directors of AHP. Banco Popular de Puerto Rico is the Plan's
trustee. Fidelity Management Trust Company is the recordkeeper of the
participant accounts and custodian of the Plan's assets.
NOTE 5 - INCOME TAX STATUS
Puerto Rico
The Plan is designed to be a qualified profit-sharing plan under Section
165(a) of the Puerto Rico Income Tax Act of 1954 (the "Act") and the trust
established under the Plan is intended to be tax-exempt under Section
165(a) of the Act. The Company has obtained from the Puerto Rico Treasury
Department a favorable determination letter that covers all plan
amendments through January 1, 1993. The Plan has been amended since
receiving the determination letter. However, the Plan administrator
believes that the Plan and the trust, meet the requirements of the Act.
The principle income tax consequences of participation in the Plan, are
discussed in the Summary Plan Description and the Plan Prospectus.
-7-
<PAGE>
Federal Income Tax Status
The Plan does not constitute a qualified profit-sharing plan under the
provisions of Section 401(a) of the Internal Revenue Code (the "Code") and
the "cash and deferred arrangement" incorporated in the Plan is not
intended to qualify under Section 401(k) of the Code. Pursuant to Section
1022 (i) (1) of ERISA, however, the trust established thereunder is exempt
from Federal income tax under Section 501(a) of the Code. An individual
who is a bona fide resident of Puerto Rico during the entire taxable year
will not be subject to any Federal income tax on income derived from
sources within Puerto Rico. Additional Federal income tax consequences
are set forth in the Summary Plan Description.
NOTE 6 - PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
plan termination, participants will become 100% vested in their Company
contribution accounts and are entitled to full distribution of such
amounts.
NOTE 7 - INVESTMENTS
The fair market value of individual investments that represent 5% or more
of the Plan's total net assets are as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
1997 1996
AHPC Common Stock, 95,642 and 80,542
shares, respectively $7,317,416 $4,721,775
Fidelity Balanced Fund $5,434,425 $4,278,471
Fidelity Spartan U.S. Equity Index Fund $7,985,752 $5,216,359
John Hancock Mutual Life Insurance
GIC 6.60% Due 12/15/99 $3,324,765 $3,118,916
New York Life Insurance
GIC 6.09% Due 4/20/98 $1,653,347 $3,109,832
Peoples Security Life Insurance
GIC 6.83% Due 12/15/01 $3,881,141 $3,633,008
</TABLE>
NOTE 8 - SUBSEQUENT EVENT
In connection with the sale of the Sherwood-Davis & Geck medical devices
business, effective February 27, 1998 the assets attributable to
participants of the medical devices business were transferred out of the
Plan in March 1998.
-8-
<PAGE>
<TABLE>
<CAPTION> SCHEDULE I
American Home Products Corporation Savings Plan - Puerto Rico
Item 27a - Schedule of Assets Held
for Investment Purposes
As of December 31, 1997
Employer Identification Number - 13-2526821
Plan Number 060
DESCRIPTION OF COST/
INVESTMENT CONTRACT VALUE CURRENT VALUE
IDENTITY OF ISSUER:
<S> <C> <C> <C>
GROUP ANNUITY AND INVESTMENT CONTRACTS:
Allstate Life Insurance Company GIC 6.55% Due 12/16/02 $1,520,442 $1,520,442
John Hancock Mutual Life Insurance GIC 6.60% Due 12/15/99 3,324,765 3,324,765
New York Life Insurance GIC 6.09% Due 4/20/98 1,653,347 1,653,347
Transamerica Occidental GIC 6.08% Maturing through 12/15/02 357,648 357,648
Peoples Security Life Insurance GIC 6.83% Maturing through 12/15/01 3,881,141 3,881,141
Total Group Annuity and Investment Contracts $10,737,343 $10,737,343
*American Home Products Corp. 95,642 shares $4,675,888 $7,317,416
Common Stock
</TABLE>
<PAGE>
-continuation of the above page-
<TABLE>
<CAPTION>
SCHEDULE I
American Home Products Corporation Savings Plan - Puerto Rico
Item 27a - Schedule of Assets Held
for Investment Purposes
As of December 31, 1997
Employer Identification Number - 13-2526821
Plan Number 060
DESCRIPTION OF COST/
INVESTMENT CONTRACT VALUE CURRENT VALUE
IDENTITY OF ISSUER:
<S> <C> <C> <C>
MUTUAL FUNDS:
*Fidelity Management Trust Co. Fidelity Magellan Fund
11,316 shares $1,016,451 $1,078,102
*Fidelity Management Trust Co. Fidelity Balanced Fund
355,889 shares $5,008,965 $5,434,425
*Fidelity Management Trust Co. Fidelity International Growth
and Income Fund
10,313 shares $209,683 $203,161
*Fidelity Management Trust Co. Fidelity Spartan U.S. Equity
Index Fund
228,294 shares $5,661,190 $7,985,752
*Fidelity Management Trust Co. Fidelity Low-Priced Stock Fund
5,269 shares $133,371 $132,420
Miller Anderson and Sherred MAS Value Portfolio
4,163 shares $80,177 $74,442
LOANS RECEIVABLE
Loans to Plan Participants Rates ranging from 6.5% to 10%
Due through 2011 $3,656,292 $3,656,292
</TABLE>
* Represents a party-in-interest to the Plan.
The accompanying notes to financial statements are an integral part
of this schedule.
<PAGE>
<TABLE>
<CAPTION>
American Home Products Corporation Savings Plan - Puerto Rico Schedule II
Item 27D - Schedule of Reportable Transactions (A)
for the year ended December 31, 1997
Employer Identification Number - 13-2526821
Plan Number - 060
(f) EXPENSES
INCURRED
(a&b) IDENTITY OF PARTY AND (c) PURCHASE (d) SELLING (e) LEASE WITH
DESCRIPTION OF ASSET PRICE PRICE RENTAL TRANSACTION
<S> <C> <C> <C> <C>
AMERICAN HOME PRODUCTS
CORPORATION
COMMON STOCK
180 PURCHASES $2,868,079 $0 $0 $0
133 SALES 0 1,913,193 0 0
ALLSTATE LIFE INSURANCE
7 PURCHASES $1,964,000 $0 $0 $0
6 MATURITIES 0 694,000 0 0
NEW YORK LIFE INSURANCE
1 MATURITY $0 1,641,349 $0 $0
FIDELITY MANAGEMENT
TRUST COMPANY
INSTITUTIONAL MONEY MARKET FUND
93 PURCHASES $6,182,667 $0 $0 $0
185 SALES 0 6,209,788 0 0
FIDELITY BALANCED FUND
159 PURCHASES $2,129,082 $0 $0 $0
136 SALES 0 1,321,013 0 0
FIDELITY SPARTAN U.S. EQUITY INDEX FUND
177 PURCHASES $2,706,227 $0 $0 $0
134 SALES 0 1,565,455 0 0
</TABLE>
(A) Reportable transactions are those purchases and sales of the
same security which, individually or in the aggregate exceed
5% of the total plan net assets as of the beginning of the Plan year.
The accompanying notes to financial statements are an integral part of
this schedule.
<PAGE>
(Continuation of Previous Page)
<TABLE>
<CAPTION>
American Home Products Corporation Savings Plan - Puerto Rico Schedule II
Item 27D - Schedule of Reportable Transactions (A)
for the year ended December 31, 1997
Employer Identification Number - 13-2526821
Plan Number - 060
(h) CURRENT
VALUE OF
ASSET ON
(a&b) IDENTITY OF PARTY AND (g) COST OF TRANSACTION (I) NET GAIN
DESCRIPTION OF ASSET ASSET DATE (LOSS)
<S> <C> <C> <C>
AMERICAN HOME PRODUCTS
CORPORATION
COMMON STOCK
180 PURCHASES $2,868,079 $2,868,079 $0
133 SALES 1,580,773 1,913,193 332,420
ALLSTATE LIFE INSURANCE
7 PURCHASES $1,964,000 $1,964,000 $0
6 MATURITIES 694,000 694,000 0
NEW YORK LIFE INSURANCE
1 MATURITY $1,641,349 1,641,349 $0
FIDELITY MANAGEMENT
TRUST COMPANY
INSTITUTIONAL MONEY MARKET FUND
93 PURCHASES $6,182,667 $6,182,667 $0
185 SALES 6,209,788 6,209,788 0
FIDELITY BALANCED FUND
159 PURCHASES $2,129,082 $2,129,082 $0
136 SALES 1,193,196 1,321,013 127,817
FIDELITY SPARTAN U.S. EQUITY INDEX FUND
177 PURCHASES $2,706,227 $2,706,227 $0
134 SALES 1,217,733 1,565,455 347,722
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(A) Reportable transactions are those purchases and sales of the
same security which, individually or in the aggregate exceed
5% of the total plan net assets as of the beginning of the Plan year.
The accompanying notes to financial statements are an integral part
of this schedule.
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our report included in this Form 11-K into the American Home Products
Corporation previously filed Form S-3 Registration Statements No.' s 33-
45324 and 33-57339 and Form S-8 Registration Statements No.' s 2-96127,
33-53733, 33-55449, 33-14458, 33-45970, 33-50149, 33-24068, 33-41434, 33-
55456 and 333-15509.
ARTHUR ANDERSEN LLP
New York, New York
June 26, 1998
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