As filed with the Securities and Exchange Commission on April 27, 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
                           DEFERRED COMPENSATION 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)


<TABLE>
<CAPTION>
                                        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
<S>                      <C>              <C>                 <C>              <C>

Deferred                   N/A            N/A                 N/A              $30,000
Compensation
Obligations (1)
</TABLE>

     (1) The Deferred  Compensation  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  Deferred
Compensation Plan.

     (2) Estimated  solely for the purpose of calculating the  registration  fee
based on estimated obligations in the amount of $120,000,000.


<PAGE>


                                                    I-1
PART I.       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.       Plan Information.
              ----------------

Not required to be filed with this Registration Statement.

Item 2.       Registrant Information and Employee Plan Annual Information.
              -----------------------------------------------------------

Not required to be filed with this Registration Statement.


<PAGE>



                                                   II-9
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 and the Corporation's Current Report on Form 8-K filed on
April 26, 2001.

All documents subsequently filed by the Corporation or American Home Products
Corporation Deferred Compensation Plan (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

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 26th day of
April, 2001.

                                    AMERICAN HOME PRODUCTS CORPORATION
                                    (Registrant)

                                    By:     /s/ John R. Stafford
                                            (John R. Stafford
                                            Chairman of the Board 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.
<TABLE>
<CAPTION>

Signature                                   Title                                       Date


<S>                                         <C>                                         <C>
/s/ John R. Stafford                        Chairman of the Board                       April 27,
(John R. Stafford)                          and Director -                              2001
                                            Principal Executive Officer

/s/ Kenneth J. Martin                       Senior Vice President -                     April 27,
(Kenneth J. Martin)                         Principal                                   2001
                                            Financial Officer

/s/ Robert Essner                           President and Chief Operating               April 27,
(Robert Essner)                             Officer and Director                        2001

/s/ Paul J. Jones                           Vice President and Comptroller -            April 27,
(Paul J. Jones)                             Principal Accounting Officer                 2001

/s/ Clifford L. Alexander, Jr.              Director                                    April 27,
(Clifford L. Alexander, Jr.)                                                            2001



<PAGE>


/s/ Frank A. Bennack, Jr.                   Director                                    April 27,
(Frank A. Bennack, Jr.)                                                                 2001

/s/ Richard L. Carrion                      Director                                    April 27,
(Richard L. Carrion)                                                                    2001

/s/ John D. Feerick                         Director                                    April 27,
(John D. Feerick)                                                                       2001

/s/ John P. Mascotte                        Director                                    April 27,
(John P. Mascotte)                                                                      2001

/s/ Mary Lake Polan, M.D., Ph.D             Director                                    April 27,
(Mary Lake Polan, M.D.,Ph.D)                                                            2001

/s/ Ivan G. Seidenberg                      Director                                    April 27,
(Ivan G. Seidenberg)                                                                    2001

/s/ Walter V. Shipley                       Director                                    April 27,
(Walter V. Shipley)                                                                     2001

/s/ John R. Torell III                      Director                                    April 27,
(John R. Torell III)                                                                    2001

</TABLE>

<PAGE>



                                INDEX TO EXHIBITS



Exhibit
Number   Exhibit


5        Opinion of Pitney, Hardin, Kipp & Szuch LLP

10.1     American Home Products Corporation Deferred Compensation Plan

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": "4", "filename": "s8.txt", "secsgml_size_bytes": 14101}]
{"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": "333-59668", "film-number": "1612980"}, "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 April 27, 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
                           DEFERRED COMPENSATION 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
Deferred                   N/A            N/A                 N/A              $30,000
Compensation
Obligations (1)
(1) The Deferred  Compensation  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  Deferred
Compensation Plan.

     (2) Estimated  solely for the purpose of calculating the  registration  fee
based on estimated obligations in the amount of $120,000,000.
I-1
PART I.       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.       Plan Information.
              ----------------

Not required to be filed with this Registration Statement.

Item 2.       Registrant Information and Employee Plan Annual Information.
              -----------------------------------------------------------

Not required to be filed with this Registration Statement.
II-9
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 and the Corporation's Current Report on Form 8-K filed on
April 26, 2001.

All documents subsequently filed by the Corporation or American Home Products
Corporation Deferred Compensation Plan (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

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 26th day of
April, 2001.

                                    AMERICAN HOME PRODUCTS CORPORATION
                                    (Registrant)

                                    By:     /s/ John R. Stafford
                                            (John R. Stafford
                                            Chairman of the Board 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
/s/ John R. Stafford                        Chairman of the Board                       April 27,
(John R. Stafford)                          and Director -                              2001
                                            Principal Executive Officer

/s/ Kenneth J. Martin                       Senior Vice President -                     April 27,
(Kenneth J. Martin)                         Principal                                   2001
                                            Financial Officer

/s/ Robert Essner                           President and Chief Operating               April 27,
(Robert Essner)                             Officer and Director                        2001

/s/ Paul J. Jones                           Vice President and Comptroller -            April 27,
(Paul J. Jones)                             Principal Accounting Officer                 2001

/s/ Clifford L. Alexander, Jr.              Director                                    April 27,
(Clifford L. Alexander, Jr.)                                                            2001
/s/ Frank A. Bennack, Jr.                   Director                                    April 27,
(Frank A. Bennack, Jr.)                                                                 2001

/s/ Richard L. Carrion                      Director                                    April 27,
(Richard L. Carrion)                                                                    2001

/s/ John D. Feerick                         Director                                    April 27,
(John D. Feerick)                                                                       2001

/s/ John P. Mascotte                        Director                                    April 27,
(John P. Mascotte)                                                                      2001

/s/ Mary Lake Polan, M.D., Ph.D             Director                                    April 27,
(Mary Lake Polan, M.D.,Ph.D)                                                            2001

/s/ Ivan G. Seidenberg                      Director                                    April 27,
(Ivan G. Seidenberg)                                                                    2001

/s/ Walter V. Shipley                       Director                                    April 27,
(Walter V. Shipley)                                                                     2001

/s/ John R. Torell III                      Director                                    April 27,
(John R. Torell III)                                                                    2001
INDEX TO EXHIBITS

Exhibit
Number   Exhibit

5        Opinion of Pitney, Hardin, Kipp & Szuch LLP

10.1     American Home Products Corporation Deferred Compensation Plan

23.1     Consent of Arthur Andersen LLP

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