UNITED STATES OF AMERICA
FEDERAL TRADE COMMISSION
WASHINGTON, D.C. 20580

Office of the Secretary

October 1, 1996

Elliot Feinberg, Esq.
Kevin F. Brady, Esq.
American Home Products Corporation
Five Giralda Farms
Madison, NJ 07940

Re: American Home Products Corporation

Docket No. C-3557

Dear Messrs. Feinberg and Brady:

This letter responds to the February 22, 1996, Application that you filed on behalf of American Home Products Corporation ("AHP"), seeking prior approval by the Federal Trade Commission of the divestiture of AHP's Rotavirus Research Assets ("Rotavirus Assets") to Korea Green Cross Corporation ("KGCC") pursuant to the Order in Docket No. C-3557.

The Commission has determined to approve AHP's divestiture of AHP's Rotavirus Assets to KGCC. In according its approval to this transaction, the Commission has relied upon the information submitted and representations made in connection with AHP's request for Commission approval of the proposed divestiture, and has assumed them to be accurate and complete.

This letter also responds to the March 6, 1996, Request for Extension of Time to Divest ("Extension Request") that you filed on AHP's behalf. The Commission has determined to grant AHP's request to extend the divestiture period to thirty (30) days after the Commission determined whether to approve the divestiture to KGCC, i.e., to October 31, 1996. Although AHP has not divested the Rotavirus Assets by the date required by the Decision and Order, AHP was unable to obtain a buyer until February 1, 1996, despite good faith efforts to divest the assets. In granting AHP's Extension Request, the Commission has relied upon the information submitted and representations made in connection with AHP's Extension Request and the information provided in AHP's compliance reports.

By direction of the Commission, Chairman Pitofsky recused.

Donald S. Clark
Secretary