As filed with the Securities and Exchange Commission on November 4, 1996
                                      
                                             File No. 33-
                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                           13-2526821
     (State or other jurisdiction       (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 
                          1996 STOCK INCENTIVE PLAN
                           (Full title of the plan)
                                      
                                      
                            LOUIS L. HOYNES, JR.
                 Senior Vice President and General Counsel
                    American Home Products Corporation 
                             Five Giralda Farms
                         Madison, New Jersey 07940
                               (201) 660-5000
          (Name, address and telephone number, including area code, of agent
                              for service)

                         CALCULATION OF REGISTRATION FEE

                                   Proposed       Proposed            Amount of
                    Amount         Maximum        Maximum             Registra-
                    to be          Offering Price Aggregate           tion
                    Registered     per Share (1)  Offering Price(1)   Fee (1)

Title of Securities      
to be Registered         

Common Stock, par        30,000,000     $61.00     $1,830,000,000     $554,545
value $.33 1/3 par
share

(1)  Estimated solely for the purpose of calculating the
     registration fee on the basis of the average of the high and
     low sales prices of such securities on the New York Stock
     Exchange on November 1, 1996.

<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 "Corporation") 1996 Stock Incentive 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 (File No. 1-1225) are incorporated herein by reference:

     (a)  The Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995;

     (b)  The Corporation's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996, June 30, 1996 and September 30, 1996; and

     (c)  The description of Common Stock contained in the
Corporation's registration statement on Form 10/A, dated April 30, 1996,
filed with the Commission pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "1934 Act").

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

     Any statement contained in a document incorporated or deemed
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 incorporated or is deemed to be incorporated by
reference herein modified 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.   Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     The consolidated financial statements of the Corporation and
subsidiary companies as of December 31, 1995 and 1994 and for each of
the years in the three-year period ended December 31, 1995 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 accounting and auditing in giving said reports.

                                          II-1

<PAGE>

Item 6.   Indemnification of Directors and Officers

     Section 145 of the Delaware Corporation Law and the Restated
Certificate of Incorporation 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.   Not Applicable.

Item 8.   Exhibits

     See Index to Exhibits on page II-6.

Item 9.   Undertakings

A.   Rule 415 Offering

     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; and

     (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 (1)(i) and (1)(ii) do not apply
if the registration statement is on 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.

                                          II-2

<PAGE>

     (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.   Filings Incorporating Subsequent Exchange Act Documents by
Reference

     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
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

C.   Filing of Registration Statement on Form S-8

     Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of
the registrant 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 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.

                                          II-3

<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 October, 1996.

               AMERICAN HOME PRODUCTS CORPORATION
               (Registrant)



               By: /s/ John R. Stafford
               (John R. Stafford
               Chairman of the Board, President and Chief
               Executive Officer)


     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

                         Chairman of the Board         October 31, 1996
                         President and Director -
/s/John R. Stafford      Principal Executive Officer
(John R. Stafford)

                         Senior Executive Vice         October 31, 1996
                         President and Director -
/s/Robert G. Blount      Principal Financial Officer
(Robert G. Blount)

                         Vice President and Comp-      October 31,1996
                         troller - Principal 
/s/Paul J. Jones              Accounting Officer
(Paul J. Jones)


/s/Clifford L. Alexander,
   Jr.                        Director                 October 31, 1996
(Clifford L. Alexander, Jr.)

/s/Frank A. Bennack, Jr.      Director                 October 31, 1996
(Frank A. Bennack, Jr.)

/s/Robin Chandler Duke        Director                 October 31, 1996
(Robin Chandler Duke)

                                          II-4

<PAGE>

/s/John D. Feerick            Director                 October 31, 1996
(John D. Feerick)

/s/Fred Hassan                Director                 October 31, 1996
(Fred Hassan)

/s/John P. Mascotte/          Director                 October 31, 1996
(John P. Mascotte)

/s/Mary Lake Polan, 
   M.D., Ph.D.                Director                 October 31, 1996
(Mary Lake Polan, M.D., Ph.D.)

/s/John R. Torell, III/       Director                 October 31, 1996
(John R. Torell, III)

                              Director                 October 31, 1996
(William Wrigley)

                                          II-5

<PAGE>

                                 INDEX TO EXHIBITS

         
Exhibit  
Number    Exhibit


4.1       Restated Certificate of Incorporation of the 
          Corporation, incorporated herein by reference 
          to Exhibit No. 3.1 of the Registrant's Form 10/A, 
          dated April 30, 1996.

4.2       By-laws of the Corporation, incorporated herein by 
          reference to Exhibit No. 3 of the Registrants 
          Quarterly Report on Form 10-Q for the quarter ended 
          March 31, 1996.

10        1996 Stock Incentive Plan

23        The consent of Arthur Andersen LLP



                                          II-6
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{"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": "333-15509", "film-number": "96654175"}, "business-address": {"street1": "5 GIRALDA FARMS", "city": "MADISON", "state": "NJ", "zip": "07940", "phone": "201-660-50"}}
As filed with the Securities and Exchange Commission on November 4, 1996
                                      
                                             File No. 33-
                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                           13-2526821
     (State or other jurisdiction       (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 
                          1996 STOCK INCENTIVE PLAN
                           (Full title of the plan)
                                      
                                      
                            LOUIS L. HOYNES, JR.
                 Senior Vice President and General Counsel
                    American Home Products Corporation 
                             Five Giralda Farms
                         Madison, New Jersey 07940
                               (201) 660-5000
          (Name, address and telephone number, including area code, of agent
                              for service)

                         CALCULATION OF REGISTRATION FEE

                                   Proposed       Proposed            Amount of
                    Amount         Maximum        Maximum             Registra-
                    to be          Offering Price Aggregate           tion
                    Registered     per Share (1)  Offering Price(1)   Fee (1)

Title of Securities      
to be Registered         

Common Stock, par        30,000,000     $61.00     $1,830,000,000     $554,545
value $.33 1/3 par
share

(1)  Estimated solely for the purpose of calculating the
     registration fee on the basis of the average of the high and
     low sales prices of such securities on the New York Stock
     Exchange on November 1, 1996.
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 "Corporation") 1996 Stock Incentive 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 (File No. 1-1225) are incorporated herein by reference:

     (a)  The Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995;

     (b)  The Corporation's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996, June 30, 1996 and September 30, 1996; and

     (c)  The description of Common Stock contained in the
Corporation's registration statement on Form 10/A, dated April 30, 1996,
filed with the Commission pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "1934 Act").

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

     Any statement contained in a document incorporated or deemed
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 incorporated or is deemed to be incorporated by
reference herein modified 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.   Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     The consolidated financial statements of the Corporation and
subsidiary companies as of December 31, 1995 and 1994 and for each of
the years in the three-year period ended December 31, 1995 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 accounting and auditing in giving said reports.

                                          II-1
Item 6.   Indemnification of Directors and Officers

     Section 145 of the Delaware Corporation Law and the Restated
Certificate of Incorporation 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.   Not Applicable.

Item 8.   Exhibits

     See Index to Exhibits on page II-6.

Item 9.   Undertakings

A.   Rule 415 Offering

     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; and

     (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 (1)(i) and (1)(ii) do not apply
if the registration statement is on 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.

                                          II-2
(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.   Filings Incorporating Subsequent Exchange Act Documents by
Reference

     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
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

C.   Filing of Registration Statement on Form S-8

     Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of
the registrant 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 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.

                                          II-3
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 October, 1996.

               AMERICAN HOME PRODUCTS CORPORATION
               (Registrant)

               By: /s/ John R. Stafford
               (John R. Stafford
               Chairman of the Board, President and Chief
               Executive Officer)

     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

                         Chairman of the Board         October 31, 1996
                         President and Director -
/s/John R. Stafford      Principal Executive Officer
(John R. Stafford)

                         Senior Executive Vice         October 31, 1996
                         President and Director -
/s/Robert G. Blount      Principal Financial Officer
(Robert G. Blount)

                         Vice President and Comp-      October 31,1996
                         troller - Principal 
/s/Paul J. Jones              Accounting Officer
(Paul J. Jones)

/s/Clifford L. Alexander,
   Jr.                        Director                 October 31, 1996
(Clifford L. Alexander, Jr.)

/s/Frank A. Bennack, Jr.      Director                 October 31, 1996
(Frank A. Bennack, Jr.)

/s/Robin Chandler Duke        Director                 October 31, 1996
(Robin Chandler Duke)

                                          II-4
/s/John D. Feerick            Director                 October 31, 1996
(John D. Feerick)

/s/Fred Hassan                Director                 October 31, 1996
(Fred Hassan)

/s/John P. Mascotte/          Director                 October 31, 1996
(John P. Mascotte)

/s/Mary Lake Polan, 
   M.D., Ph.D.                Director                 October 31, 1996
(Mary Lake Polan, M.D., Ph.D.)

/s/John R. Torell, III/       Director                 October 31, 1996
(John R. Torell, III)

                              Director                 October 31, 1996
(William Wrigley)

                                          II-5
INDEX TO EXHIBITS

         
Exhibit  
Number    Exhibit

4.1       Restated Certificate of Incorporation of the 
          Corporation, incorporated herein by reference 
          to Exhibit No. 3.1 of the Registrant's Form 10/A, 
          dated April 30, 1996.

4.2       By-laws of the Corporation, incorporated herein by 
          reference to Exhibit No. 3 of the Registrants 
          Quarterly Report on Form 10-Q for the quarter ended 
          March 31, 1996.

10        1996 Stock Incentive Plan

23        The consent of Arthur Andersen LLP

                                          II-6