SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

Kelly John C.

(Last)

(First)

(Middle)

5 GIRALDA FARMS

(Street)

MADISON

07940

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/28/2008

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP and Controller

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	33,390⁽¹⁾	D
Common Stock (401(k))	5,525.59⁽²⁾	I	401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option	⁽³⁾	06/20/2012	Common Stock	80,000	$53.275	D
Employee Stock Option	⁽³⁾	10/28/2012	Common Stock	40,000	$34.675	D
Employee Stock Option	⁽³⁾	04/24/2013	Common Stock	40,000	$41.05	D
Employee Stock Option	⁽³⁾	04/22/2014	Common Stock	72,000	$40.22	D
Employee Stock Option	⁽³⁾	04/21/2015	Common Stock	44,500	$43.57	D
Employee Stock Option	⁽³⁾	04/27/2016	Common Stock	41,850	$48.22	D
Employee Stock Option	⁽³⁾	04/26/2017	Common Stock	37,670	$56	D
Phantom Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	1,591.09⁽⁴⁾	⁽⁴⁾	I	SESP

Explanation of Responses:

1. Includes 15,500 restricted stock units which will fully vest on the third anniversary of the date of grant subject to continuous employment and settle in stock only. These restricted stock units were granted as follows: 5,560 in 2005, 5,230 in 2006 and 4,710 in 2007.

2. Represents an estimate of the common stock equivalents underlying the reporting person's holdings of units in the Wyeth Common Stock Fund in the Company 401(k) plan as of a recent date.

3. Ten-year option vesting in one-third increments on the first, second and third anniversaries of the grant date.

4. Represents phantom shares underlying 2,110.7 units of the Phantom Stock Account of the Wyeth Supplemental Employee Savings Plan, which is unitized. The value of the account Units is determined by the market value of the underlying phantom shares and a small percentage (usually between 1% and 3%) is based on the market value of the money market instruments. The market value of the phantom stock portion may then be divided by the market price on any given day to determine the number of phantom shares held underlying the Units.

Remarks:

	Tara J. Gabbai, Attorney-in-Fact for John C. Kelly	04/04/2008
	** 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 5 (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.