8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                        PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

       DATE OF REPORT (Date of earliest event reported): July 22, 2004

                                      Wyeth
             (Exact name of registrant as specified in its charter)



      Delaware                        1-1225                    13-2526821
(State or other jurisdiction       (Commission File            (IRS Employer
of incorporation)                   Number)                 Identification No.)




Five Giralda Farms, Madison, New Jersey                           07940
(Address of Principal Executive Offices)                       (Zip Code)



        Registrant's telephone number, including area code:  973-660-5000







Item 5.  Other Events and Required Regulation FD Disclosure

     On July 22, 2004, Wyeth announced that is has reached agreement with the
National Class Counsel and counsel representing individual class members on the
terms of a proposed seventh amendment to the national diet drug settlement.
Attached hereto as Exhibit 99 is the Company's press release relating to the
proposed seventh amendment which is incorporated by reference into this Item 5.


Item 7.  Financial Statements, Pro Forma Financial Statements and Exhibits

        (c) Exhibits

(99)    Press Release, dated July 22, 2004, relating to a proposed seventh
        amendment to the national diet drug settlement.

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

                                         WYETH

                                         By: /s/ Lawrence V. Stein
                                                 Lawrence V. Stein
                                               Senior Vice President and
                                               General Counsel
                                               (Duly Authorized Signatory)


Dated:  July 22, 2004




Exhibits.

(99)    Press Release, dated July 22, 2004, relating to a proposed seventh
        amendment to the national diet drug settlement.

EX-99

[Wyeth Logo]                                             NEWS RELEASE


Media Contacts:                                      Investor Contact:
Lowell Weiner                                        Justin Victoria
Wyeth                                                Wyeth
(973) 660-5013                                       (973) 660-5340

Douglas Petkus
Wyeth Pharmaceuticals
(484) 865-5140


             Wyeth Reaches Agreement with Counsel for Class Members
                    on Terms of New Diet Drug Claims Process


         Madison, N.J., July 22, 2004 - Wyeth (NYSE: WYE) today announced that
it has reached agreement with National Class Counsel and counsel representing
individual class members on terms of a proposed seventh amendment to the
national diet drug settlement. The agreement will be held in escrow and will not
become effective until the parties reach agreement on a form of notice to the
class and other ancillary documents.

         Wyeth, the National Class Counsel and counsel representing individual
class members petitioned the Court to extend the stay on the processing and
payment of Matrix Level I and II claims in order to allow the parties to reach
agreement regarding these documents. The Court has issued an order granting the
extension of the stay until August 4, 2004.




         The proposed amendment would require judicial approval, and gives Wyeth
the right to withdraw following the notification and opt out period, if
participation by class members is inadequate or for other reasons.

         If ultimately implemented, the seventh amendment would, among other
things, provide a new claims processing structure, funding arrangement and
payment schedule for Matrix Level I and II claims, the least serious but most
numerous matrix claims in the settlement.

         Wyeth is one of the world's largest research-driven pharmaceutical and
health care products companies. It is a leader in the discovery, development,
manufacturing, and marketing of pharmaceuticals, vaccines, biotechnology
products and nonprescription medicines that improve the quality of life for
people worldwide. The Company's major divisions include Wyeth Pharmaceuticals,
Wyeth Consumer Healthcare and Fort Dodge Animal Health.

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