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


December 17, 2001 (December 16, 2001)                        1-1225
- -------------------------------------
           Date of Report                           (Commission File Number)
  (Date of Earliest Event Reported)


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



           Delaware                                         13-2526821
           --------                                         ----------
(State of other jurisdiction of                           (IRS Employer
        incorporation)                                  Identification No.)



Five Giralda Farms, Madison, NJ                                07940
- -------------------------------                                -----
 (Address of principal executive                            (ZIP Code)
            offices)



                                (973) 660-5000
                                --------------
             (Registrant's Telephone Number, Including Area Code)


                   ----------------------------------------
         (Former name or former address, if changed since last report)










Item 5.  Other Events.

         American Home Products Corporation (the "Company" or the
"Registrant") is the beneficial owner of 223,378,088 shares of common stock,
par value $0.01 per share (the "Immunex Common Stock"), of Immunex
Corporation, a Washington corporation ("Immunex"), representing approximately
41% of the currently outstanding shares of Immunex Common Stock.

         On December 17, 2001, Immunex and Amgen Inc., a Delaware corporation
("Amgen"), announced that they had entered into an Agreement and Plan of
Merger, dated as of December 16, 2001 (the "Merger Agreement"), by and among
Amgen, AMS Acquisition Inc., a Washington corporation and a wholly-owned
subsidiary of Amgen, and Immunex. Pursuant to the Merger Agreement, among
other things, (i) Merger Sub will be merged with and into Immunex (the
"Merger") with Immunex being the surviving corporation in the Merger and (ii)
each outstanding share of Common Stock (other than shares of Common Stock
owned by Amgen and shares of Common Stock held by shareholders who properly
exercise appraisal rights pursuant to the Business Corporation Act of the
State of Washington) will be converted into the right to receive (a) 0.440 of
a share of common stock of Amgen, par value $0.0001 per share, of Amgen and
(b) $4.50 in cash.

         On December 16, 2001, the Company, MDP Holdings, Inc., a Delaware
corporation and wholly-owned subsidiary of the Company ("MDP"), and Lederle
Parenterals, Inc., a New Jersey corporation and a wholly-owned subsidiary of
the Company ("LPI"), entered into a Shareholder Voting Agreement with Amgen
(the "Voting Agreement"). Pursuant to the Voting Agreement, the Company, MDP
and LPI agreed that they will, among other things, vote or cause to be voted
approximately 41% of the outstanding shares of Immunex Common Stock (i) in
favor of the approval of the terms of the Merger Agreement, the Merger and the
other transactions contemplated by the Merger Agreement and (ii) against any
action that would prevent, impede, interfere with, delay, postpone or
adversely affect the transactions contemplated by the Merger Agreement.

         A copy of the Registrant's press release announcing the Merger and
related agreements and transactions was issued on December 17, 2001 and is
attached hereto as Exhibit 99.1. A copy of the Merger Agreement and the Voting
Agreement are attached hereto as Exhibits 2.1 and 2.2, respectively. The
foregoing description is qualified in its entirety by reference to the full
text of such exhibits.

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

(c) Exhibits.

     2.1  Agreement and Plan of Merger, dated as of December 16, 2001, by and
          among Amgen Inc., AMS Acquisition Inc. and Immunex Corporation
          (incorporated by reference to Exhibit 2.1 of Immunex's Current
          Report on Form 8-K filed December 17, 2001).

     2.2  Shareholder Voting Agreement, dated as of December 16, 2001, among
          Amgen Inc., American Home Products Corporation, MDP Holdings, Inc.
          and Lederle Parenterals,




                                                                             2


          Inc. (incorporated by reference to Exhibit 2.2 of Immunex's Current
          Report on Form 8-K filed December 17, 2001).

     99.1 Company Press Release, dated December 17, 2001.






                                  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 by the
undersigned hereunto duly authorized.

                                          AMERICAN HOME PRODUCTS CORPORATION


                                              /s/ Jeffrey S. Sherman
                                          By:------------------------------
                                             Name:  Jeffrey S. Sherman
                                             Title: Vice President and
                                                      Associate General Counsel



Date:    December 17, 2001






                                 EXHIBIT INDEX

Exhibit
Number

2.1        Agreement and Plan of Merger, dated as of December 16, 2001, by and
           among Amgen Inc., AMS Acquisition Inc. and Immunex Corporation
           (incorporated by reference to Exhibit 2.1 of Immunex's Current
           Report on Form 8-K filed December 17, 2001).

2.2        Shareholder Voting Agreement, dated as of December 16, 2001, among
           Amgen Inc., American Home Products Corporation, MDP Holdings, Inc.
           and Lederle Parenterals, Inc. (incorporated by reference to Exhibit
           2.2 of Immunex's Current Report on Form 8-K filed December 17, 2001).

99.1       Company Press Release, dated December 17, 2001

EX-99.1

AMERICAN HOME PRODUCTS COMMENTS ON
AMGEN'S ACQUISITION OF IMMUNEX CORPORATION

Madison, N.J., December 17, 2001 -- American Home Products Corporation (NYSE:
AHP - news) supports today's announcement by Amgen Inc. and Immunex
Corporation detailing the plans by which Amgen will acquire Immunex. AHP has
agreed to vote its shares in favor of the transaction.

The financial contribution to AHP from the existing licensing and marketing
rights to Enbrel, a breakthrough biological treatment for rheumatoid
arthritis, remains unchanged. AHP and Immunex co-promote Enbrel in the United
States and Canada and AHP has the exclusive international rights to the
product.

Robert Essner, President and Chief Executive Officer of AHP, said, "We are
very pleased with today's announcement by Amgen and Immunex. Amgen shares our
belief in the huge potential of Enbrel in the robust and growing inflammation
market. Enbrel has first-to-market advantage and tremendous upside potential.
AHP believes that the combination of these two companies will create a dynamic
and powerful leader in the biotechnology industry. The fine relationship we
have enjoyed with Immunex over the past several years in the launch and
co-promotion of Enbrel will be enhanced by the excellent biologics
manufacturing capability, sales force and other resources that Amgen will
bring to the partnership."

American Home Products is one of the world's largest research-based
pharmaceutical and health care products companies. It is a leader in the
discovery, development, manufacturing and marketing of prescription drugs and
over-the-counter medications. It is also a leader in vaccines, biotechnology
and animal health care.

The statements in the press release that are not historical facts are
forward-looking statements that involve risks and uncertainty, including,
without limitation, risks associated with the inherent uncertainty of
pharmaceutical research, product development and commercialization, the impact
of competitive products, patents, and other risks and uncertainties, including
those detailed from time to time in AHP's periodic reports, including
quarterly reports on Form 10-Q and the annual report on Form 10-K, filed with
the Securities and Exchange Commission. Actual results may differ from the
forward-looking statements.

CONTACT: Media: Lowell Weiner, American Home Products, (973) 660-5013;
Investor: Justin Victoria, American Home Products, (973) 660-5340