8-K

UNITED STATES

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): October 2, 2007 (September 27, 2007)

WYETH

(Exact name of registrant as specified in its charter)

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

Five Giralda Farms, Madison, N.J.	07940
(Address of principal executive offices)	(Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Bernard Poussot as Chief Executive Officer Effective January 1, 2008

On September 27, 2007, the Wyeth Board of Directors elected Mr. Bernard Poussot, age 55, to the position of President and Chief Executive Officer of Wyeth, effective January 1, 2008. Mr. Poussot is currently the President, Chief Operating Officer and Vice Chairman of Wyeth. Mr. Poussot is a Director of Wyeth. Robert Essner, Chairman and Chief Executive Officer of Wyeth, intends to remain in his current positions through the end of 2007 and then will continue as Chairman of the Board of Directors for a period of transition. Wyeth’s press release announcing Mr. Poussot’s election is attached hereto as Exhibit 99.1 and is incorporated into this Item 5.02 by reference.

Election of Robert M. Amen to the Board of Directors Effective October 1, 2007

On September 27, 2007, the Wyeth Board of Directors, upon recommendation of the Nominating and Governance Committee, elected Mr. Robert M. Amen to the Board of Directors, effective October 1, 2007. Wyeth does not expect that Mr. Amen will be appointed to serve on any committees of the Board until at least April 2008. Wyeth’s press release announcing Mr. Amen’s election is attached hereto as Exhibit 99.2 and is incorporated into this Item 5.02 by reference.

Item 8.01. Other Events.

Increase to Share Repurchase Program

On September 27, 2007, the Wyeth Board of Directors approved an increase to Wyeth’s previously authorized share repurchase program that authorizes the Company to buy back up to $5 billion of the Company’s common stock. This is inclusive of approximately $1.2 billion in repurchases already executed during 2007. The repurchase program has no time limit and may be suspended for periods or discontinued at any time. The Company intends to fund the share repurchase program with cash from operations. Wyeth’s press release announcing the increase to its share repurchase program is attached hereto as Exhibit 99.3 and is incorporated into this Item 8.01 by reference.

Adoption of Recoupment Policy

On September 27, 2007, the Wyeth Board of Directors, upon recommendation of the Compensation and Benefits Committee, approved the adoption of a policy on the recoupment of performance-based compensation in restatement situations. The policy provides that if the Board of Directors determines that a senior executive has engaged in fraud or willful misconduct that caused or otherwise contributed to the need for a material restatement of Wyeth’s financial results, the Board will review all performance-based compensation awarded to or earned by that senior executive on the basis of performance during fiscal periods materially affected by the restatement. If, in the Board’s view, the performance-based compensation would have been lower if it had been based on the restated results, the Board will, to the extent permitted by applicable law, seek recoupment from that senior executive of any portion of such performance-based compensation as it deems appropriate after a review of all relevant facts and circumstances.

The full text of the policy is available on the Corporate Governance section of Wyeth’s internet website at www.wyeth.com. The information contained on Wyeth’s website is not a part of this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits.
(99.1)	Press Release, dated September 27, 2007, announcing the election of Bernard Poussot as Chief Executive Officer of Wyeth effective January 1, 2008.
(99.2)	Press Release, dated September 27, 2007, announcing the election of Robert M. Amen to the Wyeth Board of Directors.
(99.3)	Press Release, dated September 27, 2007, announcing the increase to Wyeth’s share repurchase program.

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.

Date: October 2, 2007	WYETH
	By:	/s/ Eileen M. Lach
	Name:	Eileen M. Lach
	Title:	Vice President and Corporate Secretary (Duly Authorized Signatory)

EXHIBIT INDEX

Exhibit Number	Description
(99.1)	Press Release, dated September 27, 2007, announcing the election of Bernard Poussot as Chief Executive Officer of Wyeth effective January 1, 2008.
(99.2)	Press Release, dated September 27, 2007, announcing the election of Robert M. Amen to the Wyeth Board of Directors.
(99.3)	Press Release, dated September 27, 2007, announcing the increase to Wyeth’s share repurchase program.

EX-99.1

Exhibit 99.1

IMMEDIATE RELEASE

Media Contact:	Investor Contact:
Douglas Petkus	Justin Victoria
Wyeth	Wyeth
(973) 660-5218	(973) 660-5340

Wyeth Announces Election of Bernard Poussot as CEO of Company

Effective January 1, 2008

Madison, N.J., September 27, 2007 — Wyeth (NYSE: WYE) today announced the election of Bernard Poussot to the position of President and Chief Executive Officer, Wyeth, effective January 1, 2008. Mr. Poussot began his career at Wyeth in 1986. In 1996, he was appointed President of Wyeth-Ayerst International, and he was promoted to President of the worldwide pharmaceutical business in 1997. In 2002, he was promoted to Executive Vice President, Wyeth, assuming responsibility for Wyeth R&D. In April 2006, Mr. Poussot was promoted to President and Vice Chairman, Wyeth, and in January 2007 to the position of President, Chief Operating Officer and Vice Chairman, Wyeth.

The Company announced that Robert Essner, Chairman and Chief Executive Officer, intends to remain in his current positions through the end of 2007 and then will continue as Chairman of the Board of Directors for a period of transition. Mr. Essner joined Wyeth in 1989. In 1997, he was elected to the

position of Executive Vice President and member of the Board of Directors. In 2000, he was elected President and Chief Operating Officer. Mr. Essner was elected Chief Executive Officer in May 2001 and Chairman in January 2003.

“The election of Mr. Poussot is a result of the Company’s ongoing succession management process that has been an important focus of the Wyeth Board of Directors and management. Bernard is exceptionally well-qualified for this role, and we have built a world-class management team to support him and the Company,” says Robert Essner.

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 non-prescription 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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EX-99.2

Exhibit 99.2

IMMEDIATE RELEASE

Media Contact:	Investor Contact:
Douglas Petkus	Justin Victoria
Wyeth	Wyeth
(973) 660-5218	(973) 660-5340

Wyeth Announces the Election of

Robert M. Amen to Its Board of Directors

Madison, N.J., September 27, 2007 — Wyeth (NYSE: WYE) announced today the election of Robert M. Amen, 58, to the Company’s Board of Directors, effective October 1, 2007. This election increases the number of Wyeth board members from 13 to 14.

Mr. Amen is Chairman and Chief Executive Officer of International Flavors & Fragrances Inc. (NYSE:IFF) in New York — one of the world’s leading creators of flavors and fragrances used in a wide variety of consumer products and packaged goods.

Prior to joining IFF, Mr. Amen served 26 years with International Paper Company, most recently as President, until retiring in March 2006. He currently is a member of the Advisory Board of the Deming Center at Columbia University in New York City, the Committee to Encourage Corporate Philanthropy and the Board of the Inner-City Scholarship Fund.

Mr. Amen has a bachelor’s degree in economics from Boston College and a master’s degree in business administration from Columbia University.

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 non-prescription 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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EX-99.3

Exhibit 99.3

IMMEDIATE RELEASE

Media Contact:	Investor Contact:
Douglas Petkus	Justin Victoria
Wyeth	Wyeth
(973) 660-5218	(973) 660-5340

Wyeth Announces $5 Billion Share Repurchase Program;

Declares Increase in Common Stock Dividend

Madison, N.J., September 27, 2007 – Wyeth (NYSE: WYE) announced that, at a meeting today, its Board of Directors approved an increase to the Company’s previously authorized share repurchase program that authorizes the Company to buy back up to $5 billion of the Company’s common stock. This is inclusive of approximately $1.2 billion in repurchases already executed during 2007. The repurchase program has no time limit and may be suspended for periods or discontinued at any time. The Company intends to fund the share repurchase program with cash from operations.

Also at today’s meeting, a dividend of twenty-eight cents ($.28) per share on the outstanding shares of common stock was declared payable on December 3, 2007 to stockholders of record at the close of business on November 13, 2007. This quarterly rate represents a 7.7% increase per share from the previous quarter ($.26).

The expanded share repurchase program and the dividend increase are a reflection of the strengthening of Wyeth’s cash position, resulting from strong operating cash flow and receding diet drug litigation payments, as well as management’s confidence in both the short and long-term growth prospects for the Company. Wyeth’s goal is to maintain financial flexibility to allow for future growth opportunities while also providing value to its shareholders. The Company looks forward to discussing its share repurchase program and dividend increase on its 2007 third quarter earnings conference call scheduled for October 18, 2007.

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 non-prescription 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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