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 2, 1994

                   AMERICAN HOME PRODUCTS CORPORATION
         (Exact name of registrant as specified in its charter)
                                    
                                Delaware
             (State or other jurisdiction of incorporation)
                                    
                                 1-1225
                        (Commission File Number)
                                    
                               13-2526821
                    (IRS Employer Identification No.)
                                    
                 Five Giralda Farms, Madison New Jersey
                (Address of principal executive offices)
                                    
                                  07940
                               (Zip Code)
                                    
Registrant's telephone number, including area code (201) 660-5000

                                   n/a
             (Former address if changed since last report).


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Item 5. Other Events.

     On August 2, 1994, American Home Products Corporation
transmitted a letter to American Cyanamid Company ("ACC")
offering to acquire ACC for $95 per share in cash and issued two
press releases in connection therewith.

Item 7. Exhibit-Index:

Exhibit 99.1 -- Press Release dated August 2, 1994, announcing
American Home Products Corporation's offer to acquire ACC.

Exhibit 99.2 -- Press Release, dated August 2, 1994, releasing a
copy of a letter from John R. Stafford, Chairman, President and
Chief Executive Officer of American Home Products Corporation to
Albert J. Costello, Chairman and Chief Executive Officer of ACC
offering to acquire ACC.

                        Signatures

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

                              AMERICAN HOME PRODUCTS CORPORATION


                              By:______________________________ 
                               Robert G. Blount
                              Executive Vice President

Date: August 4, 1994

EX-99.1

                                                             EXHIBIT-99.1
                                    
                                    
                   AMERICAN HOME PRODUCTS CORPORATION
      FIVE GIRALDA FARMS, MADISON, NEW JERSEY 07940, (201)660-5000
                                    
                                                        EXECUTIVE OFFICES
                                    
FOR IMMEDIATE RELEASE 

Contact: 
John R. Considine
(201) 660-6429 
 
                   AMERICAN HOME PRODUCTS CORPORATION 
              OFFERS TO ACQUIRE AMERICAN CYANAMID COMPANY 
                                    
Madison, NJ, August 2, 1994 -- American Home Products Corporation
(NYSE:AHP) announced today that it is transmitting a letter to
Albert J. Costello, Chairman and Chief Executive Officer of
American Cyanamid Company, offering to acquire American Cyanamid
for $95 per share in cash, representing a premium of more than
50% over yesterday's closing market price, which has increased in
excess of 50% from trading levels less than six months ago.
American Home Products is prepared to complete the transaction
expeditiously subject to formal approval by its Board of
Directors at a special board meeting scheduled for August 16;
Hart-Scott-Rodino antitrust clearance; there being no significant
asset sales or other transactions by American Cyanamid prior to
closing; and the elimination or satisfaction of applicable
anti-takeover provisions.

                             - - - - - - - - 

EX-99.2

                                                             EXHIBIT-99.2
                                    
                   AMERICAN HOME PRODUCTS CORPORATION
      FIVE GIRALDA FARMS, MADISON, NEW JERSEY 07940, (201) 660-5000
                                    
FOR IMMEDIATE RELEASE

Contact: 
John R. Considine 
(201) 660-6429

               AMERICAN HOME PRODUCTS CORPORATION RELEASES
                   COPY OF LETTER OFFERING TO ACQUIRE
                        AMERICAN CYANAMID COMPANY
                                    

Madison, NJ, August 2, 1994 -- American Home Products Corporation
(NYSE:AHP) announced today that the letter from John R. Stafford,
its Chairman and Chief Executive officer, to Albert J. Costello,
Chairman and Chief Executive Officer of American Cyanamid
Company, offering to acquire American Cyanamid Company for $95
per share in cash, has been sent to Mr. Costello. The text of the
letter is reproduced in full below:


                         August 2, 1994
BY FACSIMILE 

Mr. Albert J. Costello
Chairman and Chief Executive Officer
American Cyanamid Company
One Cyanamid Plaza
Wayne, New Jersey 07470

Dear Al:

     We are writing to offer to acquire American Cyanamid Company
(the "Company") in a transaction in which your stockholders would
receive $95 in cash for each share of common stock. We believe
our offer represents an extremely attractive opportunity for your
stockholders at a price which represents a premium in excess of
50% over yesterday's closing market price of the Company's


                       -2-

common stock (which, as you know, is already up in excess of 50%
from its trading levels less than six months ago). We have been
advised by our financial advisors that the offer price is at a
level which both your financial advisors and stockholders should
enthusiastically support.

     As I am sure you are aware, American Home Products
Corporation is an important participant in the pharmaceutical
industry and other healthcare and food products industries, with
annual sales in excess of $8 billion. We have, as you do, a well
deserved reputation for quality products and excellent customer
service. We have been studying your company for quite a while and
are extremely impressed with the businesses you have so ably
built up. The combination of our companies would result in an
enterprise with the strength and breadth required to prosper in
times of uncertainty for the healthcare industry. As I have
indicated to you in our earlier communications, we have been
keenly interested in discussing with you opportunities for
American Home Products to assist the Company in maximizing value
for its stockholders.

     Given our financial strength and longstanding supportive
banking relationships, we are highly confident that financing
will not represent any impediment to the consummation of the
transaction.

     According to recent press reports, the Company may be
considering entering into a significant transaction involving its
pharmaceutical operations and possibly other assets. Since any
such transaction would affect our willingness to proceed with
this proposed transaction, we urge you not to enter into or to
agree to any significant transactions, or to take any additional
defensive measures or other actions, that would adversely affect
the ability of your stockholders to receive the benefits of our
proposed transaction.

     Our offer is subject, among other things, to the receipt of
any required regulatory approvals and third-party consents and
the taking of all necessary actions to eliminate the
applicability of, or to satisfy, any anti-takeover or other
defensive provisions contained in the applicable corporate
statutes or the Company's charter and by-laws (including the
Company's poison pill). I have discussed our offer at length with
the members of our senior management and with a majority of our
Board members, all of whom share my enthusiasm for the 
 

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proposed transaction. However, our offer remains subject to the
formal approval of our Board of Directors at its scheduled
meeting on August 16. We hope that you and your Board of
Directors will view this offer as we do -- an excellent
opportunity for the stockholders of the Company to realize full
value for their shares to an extent not likely to be available to
them in the marketplace or in the context of the rumored
alternative transactions. We are both prepared and desirous to
enter into immediate discussions with you and your directors,
management and advisors to answer any questions you have about
our offer. 
 
     We hope that you and your Board of Directors will give our
offer prompt and serious consideration so that we may move
forward, in our preferred course, to a negotiated transaction
which can be presented to your stockholders as the joint effort
of American Home Products and the Company's Board of Directors
and management. 

                         Sincerely, 
                         Jack Stafford 
 
 cc: Members of the Board of Directors of American Cyanamid
Company