SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

STEIN LAWRENCE V

(Last)

(First)

(Middle)

5 GIRALDA FARMS

(Street)

MADISON

07940

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WYETH [ WYE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/26/2007		A⁽¹⁾		55,000	A	$0.00	55,003	D
Common Stock	02/26/2007		F		25,347	D	$50.64	22,279⁽²⁾	D
Common Stock (401(k))								4,342.1	I	By 401(k) Plan
Common Stock (Restricted Stock Trust)								5,178.1091⁽³⁾⁽⁴⁾	I	Restricted Stock Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Issuance of common stock upon conversion of a performance share unit award granted in 2004 under Issuer's 2002 Stock Incentive Plan.

2. Since the date of the reporting person's last ownership report, a portion of the reporting person's securities became subject to a domestic relations order (DRO) pursuant to which the reporting person is required to promptly transfer to his former spouse 7,377 shares of common stock issued upon conversion of the performance share unit awards granted in 2004 and reported on this Form 4. Accordingly, the reporting person will not report ownership or dispositions of these shares in future Section 16(a) filings.

3. Pursuant to the DRO referenced in footnote 2, the reporting person's economic interest in the following securities was transferred to his former spouse: (a) 5,178.1091 shares previously reported as held for the reporting person?s benefit in Wyeth?s Restricted Stock Trust (i.e. such shares, together with additional shares from reinvestment of future dividends thereon, will be transferred to his former spouse promptly upon distribution from the Restricted Stock Trust) and (b) stock options to purchase a total of 224,000 shares previously reported as owned by the reporting person (i.e. such stock options were retained by the reporting person due to plan restrictions on transfer, but his former spouse will receive the economic benefit from, and have discretion with respect to, exercises and sales). Accordingly, the reporting person has excluded these securities from this Form 4 and will not report ownership or dispositions of these securities in future Section 16(a) filings.

4. Includes dividend equivalents credited under the Restricted Stock Trust exempt pursuant to Rule 16a-11.

Remarks:

	William M. Haskel, Attorney-in-Fact for Lawrence V. Stein	02/28/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.