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): August 11, 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 9.  Regulation FD Disclosure

     Attached hereto as Exhibit 99.1 and incorporated to this Item 9 by
reference is a Company press release announcing that Wyeth, the National Class
Counsel and counsel for a number of individual class members have filed a joint
motion with the U.S. District Court of the Eastern District of Pennsylvania
seeking preliminary approval of the Seventh Amendment to the National Diet Drug
Settlement and authorization to provide notice of the amendment to the
settlement class. The press release also discloses that the text of the Seventh
Amendment is available at www.wyeth.com. The information included in this Item 9
and in Exhibit 99.1 hereto is not being filed but rather is being furnished
under Regulation FD.

     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:  August 11, 2004

EX-99.1

[Wyeth Logo]                              NEWS RELEASE

IMMEDIATE RELEASE


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

Douglas Petkus
Wyeth Pharmaceuticals
(484) 865-5140


       Wyeth and Class Members' Legal Counsel Seek Preliminary Approval of
               Seventh Amendment to National Diet Drug Settlement


     Madison, N.J., August 11, 2004 - Wyeth (NYSE: WYE), the National Class
Counsel and counsel for a number of individual class members in the National
Diet Drug Settlement late yesterday filed a joint motion with U.S. District
Judge Harvey Bartle III of the Eastern District of Pennsylvania seeking
preliminary approval of the Seventh Amendment to the National Diet Drug
Settlement Agreement and authorization to provide notice of the amendment to the
settlement class. Based on this filing, the stay in processing Matrix Level I
and II claims under the Settlement has been extended until the Court grants or
denies the motion for preliminary approval. The text of the Seventh Amendment is
available at www.wyeth.com.

     Class members will have the right to opt out of the Seventh Amendment and
to remain bound by the existing terms of the national settlement. The Company
also has the right to withdraw from the Seventh Amendment if participation by
class members is inadequate or for any other reason.

     The Seventh Amendment to the Settlement Agreement would create a new claims
processing structure, funding arrangement and payment schedule for Matrix Level
I or II claims, the least serious but most numerous claims in the Settlement.
The proposed amendment requires Court approval as well as final agreement by
Wyeth.

     If finalized and approved, the proposed Seventh Amendment would include the
following key terms:

o    The amendment would create a new Supplemental Fund, to be administered by a
     Fund Administrator who will be appointed by the District Court and who will
     process the Level I and Level II matrix claims;
o    The Company would make initial payments of up to $50.0 million to
     facilitate the establishment of the Supplemental Fund and to begin
     reviewing claims. Following approval by the federal court overseeing the
     settlement and any appellate courts, the Company would make an initial
     payment of $400.0 million to enable the Supplemental Fund to begin paying
     claims. The timing of additional payments would be dictated by the rate of
     review and payment of claims by the Fund Administrator. The Company would
     ultimately deposit a total of $1,275.0 million, net of certain credits,
     into the Supplemental Fund;
o    All current matrix Level I and II claimants who qualify under the Seventh
     Amendment, who pass the Settlement Fund's medical review and who otherwise
     satisfy the requirements of the settlement would receive a pro rata share
     of the $1,275.0 million Supplemental Fund, after deduction of certain
     expenses and other amounts from the Supplemental Fund. The pro rata amount
     would vary depending upon the number of claimants who pass medical review,
     the nature of their claims, their age and other factors. A Seventh
     Amendment participant who does not qualify for a payment after such medical
     review would be paid $2,000 from the Supplemental Fund;
o    Participating class members who would in the future have been eligible to
     file Level I and Level II matrix claims would be eligible to receive a
     $2,000 payment from the settlement Trust; such payments would be funded by
     the Company apart from its other funding obligations under the national
     settlement;
o    If the participants in the Seventh Amendment have heart valve surgery or
     other more serious medical conditions on Matrix Levels III-V by the earlier
     of fifteen years from the date of their last diet drug ingestion or by
     December 31, 2011, they would remain eligible to submit claims to the
     existing settlement Trust and be paid the current matrix amounts if they
     qualify for such payments under terms modified by the Seventh Amendment. In
     the event the existing settlement Trust is unable to pay those claims, the
     Company would guarantee payment; and
o    All class members who participate in the Seventh Amendment would give up
     any further opt-out rights. Approval of the Seventh Amendment would also
     preclude any lawsuits by the Trust or the Company to recover any amounts
     previously paid to class members by the Trust, as well as terminate the
     Claims Integrity Program as to all claimants who participate in the Seventh
     Amendment.

There can be no assurance that the Company will ultimately proceed with the
amendment (based upon the level of participation in the amendment or for other
reasons), or that the amendment will be approved by the court and upheld on
appeal.

     "This proposed amendment would provide for a more efficient and streamlined
claims payment system for the large majority of claimants with less serious
medical claims," says Lawrence V. Stein, Senior Vice President and General
Counsel, Wyeth. "If approved, it would also help provide a degree of certainty
for Wyeth regarding the ultimate resolution of the issues surrounding the
National 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.

     The statements in this press release that are not historical facts are
forward-looking statements based on current expectations of future events that
involve risks and uncertainties including, without limitation, risks associated
with the inherent uncertainty of the timing and success of pharmaceutical
research, product development, manufacturing, commercialization, economic
conditions including interest and currency exchange rate fluctuations, changes
in generally accepted accounting principles, the impact of competitive or
generic products, trade buying patterns, wars or terrorist acts, product
liability and other types of lawsuits, the impact of legislation and regulatory
compliance and obtaining reimbursement, favorable drug pricing, access and other
approvals, environmental liabilities, and patent, and other risks and
uncertainties, including those detailed from time to time in the Company's
periodic reports, including current reports on Form 8-K, quarterly reports on
Form 10-Q and the annual report on Form 10-K, filed with the Securities and
Exchange Commission. Actual results may vary materially from the forward-looking
statements. The Company assumes no obligation to publicly update any
forward-looking statements, whether as a result of new information, future
events or otherwise.

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