As filed with the Securities and Exchange Commission on August 7, 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
                       SUPPLEMENTAL EMPLOYEE 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             Offering      Fee (2)
                                                                                    Price

<S>                     <C>                       <C>                  <C>         <C>
Supplemental            N/A                       N/A                  N/A         $3,750
Employee Savings
Plan Obligations (1)

</TABLE>

     (1) The  Supplemental  Employee  Savings  Plan  Obligations  are  unsecured
obligations of American Home Products  Corporation to pay deferred  compensation
in the  future  in  accordance  with the  terms of the  American  Home  Products
Corporation Supplemental Employee Savings Plan.

     (2) Estimated  solely for the purpose of calculating the  registration  fee
based on estimated obligations in the amount of $15,000,000.
<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  (the "Company") and
Subsidiaries  Supplemental  Employee  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  Quarterly  Report on Form 10-Q for the  quarter  ending
     March 31, 2001.

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

     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 1933 Act and
the 1934 Act.

     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 31st day of
July, 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,                    July 31, 2001
Robert Essner                               President and Director


/s/ John R. Stafford                        Chairman of the Board                       July 31, 2001
(John R. Stafford)                          and Director


/s/ Kenneth J. Martin                       Senior Vice President -                     July 31, 2001
(Kenneth J. Martin)                         Principal
                                            Financial Officer


/s/ Paul J. Jones                           Vice President and Comptroller -            July 31, 2001
(Paul J. Jones)                             Principal Accounting Officer


/s/ Clifford L. Alexander, Jr.              Director                                    July 31, 2001
(Clifford L. Alexander, Jr.)


<Page>
/s/ Frank A. Bennack, Jr.                   Director                                    July 31, 2001
(Frank A. Bennack, Jr.)


/s/ Richard L. Carrion                      Director                                    July 31, 2001
(Richard L. Carrion)


/s/ John D. Feerick                         Director                                    July 31, 2001
(John D. Feerick)


/s/ John P. Mascotte                        Director                                    July 31, 2001
(John P. Mascotte)


/s/ Mary Lake Polan, M.D.,Ph.D              Director                                    July 31, 2001
(Mary Lake Polan, M.D.,Ph.D)


/s/ Ivan G. Seidenberg                      Director                                    July 31, 2001
(Ivan G. Seidenberg)


/s/ Walter V. Shipley                       Director                                    July 31, 2001
(Walter V. Shipley)


/s/ John R. Torell III                      Director                                    July 31, 2001
(John R. Torell III)
</TABLE>

<Page>

                                INDEX TO EXHIBITS



Exhibit
Number      Exhibit

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", "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": "333-67008", "film-number": "1699737"}, "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 August 7, 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
                       SUPPLEMENTAL EMPLOYEE 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             Offering      Fee (2)
                                                                                    Price
Supplemental            N/A                       N/A                  N/A         $3,750
Employee Savings
Plan Obligations (1)
(1) The  Supplemental  Employee  Savings  Plan  Obligations  are  unsecured
obligations of American Home Products  Corporation to pay deferred  compensation
in the  future  in  accordance  with the  terms of the  American  Home  Products
Corporation Supplemental Employee Savings Plan.

     (2) Estimated  solely for the purpose of calculating the  registration  fee
based on estimated obligations in the amount of $15,000,000.
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  (the "Company") and
Subsidiaries  Supplemental  Employee  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  Quarterly  Report on Form 10-Q for the  quarter  ending
     March 31, 2001.

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

     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 1933 Act and
the 1934 Act.

     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 31st day of
July, 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,                    July 31, 2001
Robert Essner                               President and Director

/s/ John R. Stafford                        Chairman of the Board                       July 31, 2001
(John R. Stafford)                          and Director

/s/ Kenneth J. Martin                       Senior Vice President -                     July 31, 2001
(Kenneth J. Martin)                         Principal
                                            Financial Officer

/s/ Paul J. Jones                           Vice President and Comptroller -            July 31, 2001
(Paul J. Jones)                             Principal Accounting Officer

/s/ Clifford L. Alexander, Jr.              Director                                    July 31, 2001
(Clifford L. Alexander, Jr.)
/s/ Frank A. Bennack, Jr.                   Director                                    July 31, 2001
(Frank A. Bennack, Jr.)

/s/ Richard L. Carrion                      Director                                    July 31, 2001
(Richard L. Carrion)

/s/ John D. Feerick                         Director                                    July 31, 2001
(John D. Feerick)

/s/ John P. Mascotte                        Director                                    July 31, 2001
(John P. Mascotte)

/s/ Mary Lake Polan, M.D.,Ph.D              Director                                    July 31, 2001
(Mary Lake Polan, M.D.,Ph.D)

/s/ Ivan G. Seidenberg                      Director                                    July 31, 2001
(Ivan G. Seidenberg)

/s/ Walter V. Shipley                       Director                                    July 31, 2001
(Walter V. Shipley)

/s/ John R. Torell III                      Director                                    July 31, 2001
(John R. Torell III)
INDEX TO EXHIBITS

Exhibit
Number      Exhibit

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)