As filed with the Securities and Exchange Commission on June 29, 2001

                                                            File No. 333-_____

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                          -----------------------------
                       AMERICAN HOME PRODUCTS CORPORATION
             (Exact name of registrant as specified in its charter)
                            ------------------------
                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   13-2526821
                      (I.R.S. Employer Identification No.)
                        of incorporation or organization)

                  Five Giralda Farms, Madison, New Jersey 07940
               (Address of Principal Executive Offices) (Zip Code)

                       AMERICAN HOME PRODUCTS CORPORATION
                               UNION SAVINGS PLAN
                            (Full title of the plan)

                              LOUIS L. HOYNES, JR.
                  Executive Vice President and General Counsel
                       American Home Products Corporation
                               Five Giralda Farms
                            Madison, New Jersey 07940
                                 (973) 660-5000
 (Name, address and telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                                     Proposed          Proposed         Amount
                           Amount                    Maximum           Maximum          of Regis-
Title of Securities        to be                     Offering Price    Aggregate        tration
To be Registered          Registered                 per Share (1)     Offering         Fee (1)
                                                                       Price (1)

<S>                         <C>                      <C>              <C>               <C>
Common Stock,               600,000                  $60.825          $36,495,000       $9,124
par value $.33-1/3

</TABLE>

         (1) Estimated solely for the purpose of calculating the registration
fee. Such estimate has been computed in accordance with Rule 457(c) and Rule
457(h) under the Securities Act based on the average of the high and low prices
of the registrant's common stock as reported on the New York Stock Exchange on
June 27, 2001.

<PAGE>


         Part I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1. Plan  Information  and  Registrant  Information  and Employee  Plan
Annual Information.

         The information required by Part I is included in document(s) sent or
given to participants in the American Home Products Corporation Union Savings
Plan (the "Plan") pursuant to Rule 428(b)(1).



<PAGE>


Part II.          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission by
American Home Products Corporation (the "Corporation") are incorporated herein
by reference:

     (a) The Corporation's  Annual Report on Form 10-K for the fiscal year ended
December 31, 2000.

     (b) The Corporation's Current Report on Form 8-K dated April 25, 2001.

     (c) The Corporation's  Quarterly Report on Form 10-Q for the quarter ending
March 31, 2001.

     (d) The  description  of the  Corporation's  Common Stock  contained in the
Company's Registration Statement on Form 10/A dated and filed on May 4, 1998.

     All documents subsequently filed by the Corporation or the Plan pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934 (the
"1934 Act") prior to the filing of a  post-effective  amendment  which indicates
that all securities  offered have been sold or which  deregisters all securities
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be part  thereof from the date of filing of such
documents.

     Any statement  contained herein or in a document  incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein or in any other  subsequently  filed  document  which  also is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

Item 4.       Description of Securities.

         Not applicable.

Item 5.       Interests of Named Experts and Counsel.

     The  consolidated  financial  statements of the  Corporation and subsidiary
companies  as of  December  31,  2000 and 1999 and for each of the  years in the
three-year  period  ended  December 31, 2000  incorporated  by reference in this
registration  statement,  have been audited by Arthur Andersen LLP,  independent
public accountants,  as indicated in their reports with respect thereto, and are
incorporated  by reference in this  registration  statement in reliance upon the
authority of said firm as experts in giving said reports.

Item 6.       Indemnification of Directors and Officers.

     Section 145 of the Delaware Corporation Law and the Restated Certificate of
Incorporation  and the By-laws of the Corporation  contain  provisions  covering
indemnification of corporate  directors and officers against certain liabilities
and expenses  incurred as a result of  proceedings  under the  Securities Act of
1933, as amended (the "1933 Act") and the 1934 Act.

     The Corporation provides indemnity insurance pursuant to which officers and
directors are  indemnified or insured  against  liability and loss under certain
circumstances  which may include  liability or related loss under the Securities
Act of 1933 and the Securities Exchange Act of 1934.

Item 7.       Exemption from Registration Claimed.

         Not Applicable.

Item 8.       Exhibits

         See Index to Exhibits on page II-9.

Item 9.       Undertakings

(a)      The undersigned registrant hereby undertakes:

     (1) To file, during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

     (i) To include any prospectus required by Section 10(a)(3) of the 1933 Act.

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the Registration Statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the Registration Statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this Section
do not apply if the  Registration  Statement is on Form S-3 or Form S-8, and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section 13 or Section 15(d) of the 1934 Act that are  incorporated  by reference
in the Registration Statement.

     (2) That, for the purpose of determining  any liability under the 1933 Act,
each such  post-effective  amendment  shall be  deemed to be a new  Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at the time  shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report  pursuant to Section 13(a) or Section 15(d) of the 1934 Act, (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the 1934 Act) that is  incorporated by reference in
the Registration  Statement shall be deemed to be a new  Registration  Statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification  for liabilities  arising under the 1933 Act
may be permitted to directors,  officers and controlling persons pursuant to the
foregoing  provisions or otherwise,  the registrant has been advised that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against  public  policy  as  expressed  in  the  1933  Act  and  is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a director,  officer or  controlling  person of such  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.


<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Madison and State of New Jersey, on this 29th day of
June, 2001.

                                    AMERICAN HOME PRODUCTS CORPORATION
                                    (Registrant)

                                    By: /s/ Robert Essner
                                      (Robert Essner
                                       Chief Executive Officer and President)

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>

Signature                                   Title                                       Date

<S>                                         <C>                                         <C>
/s/ Robert Essner                           Chief Executive Officer,                    June 29, 2001
Robert Essner                               President and Director


/s/ John R. Stafford                        Chairman of the Board                       June 29, 2001
(John R. Stafford)                          and Director


/s/ Kenneth J. Martin                       Senior Vice President -                     June 29, 2001
(Kenneth J. Martin)                         Principal
                                            Financial Officer


/s/ Paul J. Jones                           Vice President and Comptroller -            June 29, 2001
(Paul J. Jones)                             Principal Accounting Officer


/s/ Clifford L. Alexander, Jr.              Director                                    June 29, 2001
(Clifford L. Alexander, Jr.)



<PAGE>


Frank A. Bennack, Jr.                       Director                                    June 29, 2001
(Frank A. Bennack, Jr.)


/s/ Richard L. Carrion                      Director                                    June 29, 2001
(Richard L. Carrion)


John D. Feerick                             Director                                    June 29, 2001
(John D. Feerick)


John P. Mascotte                            Director                                    June 29, 2001
(John P. Mascotte)


Mary Lake Polan, M.D.,Ph.D                  Director                                    June 29, 2001
(Mary Lake Polan, M.D.,Ph.D)


Ivan G. Seidenberg                          Director                                    June 29, 2001
(Ivan G. Seidenberg)


Walter V. Shipley                           Director                                    June 29, 2001
(Walter V. Shipley)


John R. Torell III                          Director                                    June 29, 2001
(John R. Torell III)

</TABLE>

<PAGE>



                                INDEX TO EXHIBITS



Exhibit
Number   Exhibit

4.1  Certificate of  Incorporation of the  Corporation,  incorporated  herein by
     reference to Exhibit No. 3.1 of the  Registrant's  Form 10/A,  dated May 4,
     1998

4.2  By-laws of the Corporation, incorporated herein by reference to Exhibit 3.2
     of the Registrant's Form 10-Q for the quarter ended September 30, 2000

5    Opinion of Pitney, Hardin, Kipp & Szuch LLP

23.1 Consent of Arthur Andersen LLP

23.2 Consent of Pitney, Hardin, Kipp & Szuch LLP (included in Exhibit 5 hereto)
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "UNION SAVINGS PLAN", "secsgml_size_bytes": 13809}]
{"company-data": {"conformed-name": "AMERICAN HOME PRODUCTS CORP", "cik": "0000005187", "assigned-sic": "2834", "irs-number": "132526821", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64154", "film-number": "1671751"}, "business-address": {"street1": "5 GIRALDA FARMS", "city": "MADISON", "state": "NJ", "zip": "07940", "phone": "9736605000"}, "mail-address": {"street1": "5 GIRALDA FARMS", "city": "MADISON", "state": "NJ", "zip": "07940"}}
As filed with the Securities and Exchange Commission on June 29, 2001

                                                            File No. 333-_____

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                          -----------------------------
                       AMERICAN HOME PRODUCTS CORPORATION
             (Exact name of registrant as specified in its charter)
                            ------------------------
                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   13-2526821
                      (I.R.S. Employer Identification No.)
                        of incorporation or organization)

                  Five Giralda Farms, Madison, New Jersey 07940
               (Address of Principal Executive Offices) (Zip Code)

                       AMERICAN HOME PRODUCTS CORPORATION
                               UNION SAVINGS PLAN
                            (Full title of the plan)

                              LOUIS L. HOYNES, JR.
                  Executive Vice President and General Counsel
                       American Home Products Corporation
                               Five Giralda Farms
                            Madison, New Jersey 07940
                                 (973) 660-5000
 (Name, address and telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed          Proposed         Amount
                           Amount                    Maximum           Maximum          of Regis-
Title of Securities        to be                     Offering Price    Aggregate        tration
To be Registered          Registered                 per Share (1)     Offering         Fee (1)
                                                                       Price (1)
Common Stock,               600,000                  $60.825          $36,495,000       $9,124
par value $.33-1/3
(1) Estimated solely for the purpose of calculating the registration
fee. Such estimate has been computed in accordance with Rule 457(c) and Rule
457(h) under the Securities Act based on the average of the high and low prices
of the registrant's common stock as reported on the New York Stock Exchange on
June 27, 2001.
Part I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1. Plan  Information  and  Registrant  Information  and Employee  Plan
Annual Information.

         The information required by Part I is included in document(s) sent or
given to participants in the American Home Products Corporation Union Savings
Plan (the "Plan") pursuant to Rule 428(b)(1).
Part II.          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission by
American Home Products Corporation (the "Corporation") are incorporated herein
by reference:

     (a) The Corporation's  Annual Report on Form 10-K for the fiscal year ended
December 31, 2000.

     (b) The Corporation's Current Report on Form 8-K dated April 25, 2001.

     (c) The Corporation's  Quarterly Report on Form 10-Q for the quarter ending
March 31, 2001.

     (d) The  description  of the  Corporation's  Common Stock  contained in the
Company's Registration Statement on Form 10/A dated and filed on May 4, 1998.

     All documents subsequently filed by the Corporation or the Plan pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934 (the
"1934 Act") prior to the filing of a  post-effective  amendment  which indicates
that all securities  offered have been sold or which  deregisters all securities
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be part  thereof from the date of filing of such
documents.

     Any statement  contained herein or in a document  incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein or in any other  subsequently  filed  document  which  also is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

Item 4.       Description of Securities.

         Not applicable.

Item 5.       Interests of Named Experts and Counsel.

     The  consolidated  financial  statements of the  Corporation and subsidiary
companies  as of  December  31,  2000 and 1999 and for each of the  years in the
three-year  period  ended  December 31, 2000  incorporated  by reference in this
registration  statement,  have been audited by Arthur Andersen LLP,  independent
public accountants,  as indicated in their reports with respect thereto, and are
incorporated  by reference in this  registration  statement in reliance upon the
authority of said firm as experts in giving said reports.

Item 6.       Indemnification of Directors and Officers.

     Section 145 of the Delaware Corporation Law and the Restated Certificate of
Incorporation  and the By-laws of the Corporation  contain  provisions  covering
indemnification of corporate  directors and officers against certain liabilities
and expenses  incurred as a result of  proceedings  under the  Securities Act of
1933, as amended (the "1933 Act") and the 1934 Act.

     The Corporation provides indemnity insurance pursuant to which officers and
directors are  indemnified or insured  against  liability and loss under certain
circumstances  which may include  liability or related loss under the Securities
Act of 1933 and the Securities Exchange Act of 1934.

Item 7.       Exemption from Registration Claimed.

         Not Applicable.

Item 8.       Exhibits

         See Index to Exhibits on page II-9.

Item 9.       Undertakings

(a)      The undersigned registrant hereby undertakes:

     (1) To file, during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

     (i) To include any prospectus required by Section 10(a)(3) of the 1933 Act.

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the Registration Statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the Registration Statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this Section
do not apply if the  Registration  Statement is on Form S-3 or Form S-8, and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section 13 or Section 15(d) of the 1934 Act that are  incorporated  by reference
in the Registration Statement.

     (2) That, for the purpose of determining  any liability under the 1933 Act,
each such  post-effective  amendment  shall be  deemed to be a new  Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at the time  shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report  pursuant to Section 13(a) or Section 15(d) of the 1934 Act, (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the 1934 Act) that is  incorporated by reference in
the Registration  Statement shall be deemed to be a new  Registration  Statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification  for liabilities  arising under the 1933 Act
may be permitted to directors,  officers and controlling persons pursuant to the
foregoing  provisions or otherwise,  the registrant has been advised that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against  public  policy  as  expressed  in  the  1933  Act  and  is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a director,  officer or  controlling  person of such  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Madison and State of New Jersey, on this 29th day of
June, 2001.

                                    AMERICAN HOME PRODUCTS CORPORATION
                                    (Registrant)

                                    By: /s/ Robert Essner
                                      (Robert Essner
                                       Chief Executive Officer and President)

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.
Signature                                   Title                                       Date
/s/ Robert Essner                           Chief Executive Officer,                    June 29, 2001
Robert Essner                               President and Director

/s/ John R. Stafford                        Chairman of the Board                       June 29, 2001
(John R. Stafford)                          and Director

/s/ Kenneth J. Martin                       Senior Vice President -                     June 29, 2001
(Kenneth J. Martin)                         Principal
                                            Financial Officer

/s/ Paul J. Jones                           Vice President and Comptroller -            June 29, 2001
(Paul J. Jones)                             Principal Accounting Officer

/s/ Clifford L. Alexander, Jr.              Director                                    June 29, 2001
(Clifford L. Alexander, Jr.)
Frank A. Bennack, Jr.                       Director                                    June 29, 2001
(Frank A. Bennack, Jr.)

/s/ Richard L. Carrion                      Director                                    June 29, 2001
(Richard L. Carrion)

John D. Feerick                             Director                                    June 29, 2001
(John D. Feerick)

John P. Mascotte                            Director                                    June 29, 2001
(John P. Mascotte)

Mary Lake Polan, M.D.,Ph.D                  Director                                    June 29, 2001
(Mary Lake Polan, M.D.,Ph.D)

Ivan G. Seidenberg                          Director                                    June 29, 2001
(Ivan G. Seidenberg)

Walter V. Shipley                           Director                                    June 29, 2001
(Walter V. Shipley)

John R. Torell III                          Director                                    June 29, 2001
(John R. Torell III)
INDEX TO EXHIBITS

Exhibit
Number   Exhibit

4.1  Certificate of  Incorporation of the  Corporation,  incorporated  herein by
     reference to Exhibit No. 3.1 of the  Registrant's  Form 10/A,  dated May 4,
     1998

4.2  By-laws of the Corporation, incorporated herein by reference to Exhibit 3.2
     of the Registrant's Form 10-Q for the quarter ended September 30, 2000

5    Opinion of Pitney, Hardin, Kipp & Szuch LLP

23.1 Consent of Arthur Andersen LLP

23.2 Consent of Pitney, Hardin, Kipp & Szuch LLP (included in Exhibit 5 hereto)