Company Name: Wyeth
Public Availability Date: February 15, 2008

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
APPENDIX
INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

December 21, 2007

Direct Dial
(202) 2029558653

Fax No.
2025309677

VIA HAND DELIVERY

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Re: Stockholder Proposal of People for the Ethical Treatment of Animals Exchange Act of 1934Rule 14a-8

Dear Ladies and Gentlemen:

This letter is to inform you that our client, Wyeth, intends to omit from its proxy statement and form of proxy for its 2008 Annual Meeting of Stockholders (collectively, the "2008 Proxy Materials") a stockholder proposal and statements in support thereof (the "Proposal") received from the People for the Ethical Treatment of Animals (the "Proponent").

Pursuant to Rule 14a-8(j), we have:

enclosed herewith six (6) copies of this letter and its attachments;

filed this letter with the Securities and Exchange Commission (the "Commission") no later than eighty (80) calendar days before Wyeth intends to file its definitive 2008 Proxy Materials with the Commission; and

concurrently sent copies of this correspondence to the Proponent.

Rule 14a-8(k) provides that stockholder proponents are required to send companies a copy of any correspondence that the proponents elect to submit to the Commission or the staff of the Division of Corporation Finance (the "Staff"). Accordingly, we are taking this opportunity to inform the Proponent that if the Proponent elects to submit additional correspondence to the Commission or the Staff with respect to this Proposal, a copy of that correspondence should concurrently be furnished to the undersigned on behalf of Wyeth pursuant to Rule 14a-8(k).

THE PROPOSAL

The Proposal requests that Wyeth's Board of Directors (the "Board"):

report to shareholders on the rationale for increasingly exporting the Company's animal experimentation to countries which have either nonexistent or substandard animal welfare regulations and little or no enforcement. Further, shareholders request that the report include information on the extent to which Wyeth requires adherence to U.S. animal welfare standards at facilities in foreign countries.

A copy of the Proposal, as well as related correspondence with the Proponent, is attached to this letter as Exhibit A.

BASES FOR EXCLUSION

We hereby respectfully request that the Staff concur in our view that the Proposal may be excluded from the 2008 Proxy Materials pursuant to:

Rule 14a-8(i)(12)(iii) because the Proposal deals with substantially the same subject matter as three previously submitted stockholder proposals that were included in Wyeth's 2004, 2006 and 2007 proxy materials, and the most recently submitted of those proposals did not receive the support necessary for resubmission; and

Rule 14a-8(i)(10) because Wyeth has already substantially implemented the Proposal.

ANALYSIS

I. The Proposal May Be Excluded under Rule 14a-8(i)(12)(iii) Because It Deals with Substantially the Same Subject Matter as Three Previously Submitted Proposals, and the Most Recently Submitted of Those Proposals Did Not Receive the Support Necessary for Resubmission.

Rule 14a-8(i)(12)(iii) permits the exclusion of a stockholder proposal dealing with "substantially the same subject matter as another proposal or proposals that has or have been previously included in the company's proxy materials within the preceding 5 calendar years," and the proposal received "less than 10% of the vote on its last submission to shareholders if proposed three times or more previously within the preceding 5 calendar years."

A. Precedent Regarding Exclusion under Rule 14a-8(i)(12).

The Commission has indicated that the reference in Rule 14a-8(i)(12) that the proposals must deal with "substantially the same subject matter" does not mean that the previous proposals and the current proposal must be exactly the same. Although the predecessor to Rule 14a-8(i)(12) required a proposal to be "substantially the same proposal" as prior proposals, the Commission amended this rule in 1983 to permit exclusion of a proposal that "deals with substantially the same subject matter." Exchange Act Release No. 20091 (Aug. 16, 1983) (the "1983 Release"). In the 1983 Release, the Commission explained the reason for and meaning of the revision, stating:

The Commission believes that this change is necessary to signal a clean break from the strict interpretive position applied to the existing provision. The Commission is aware that the interpretation of the new provision will continue to involve difficult subjective judgments, but anticipates that those judgments will be based upon a consideration of the substantive concerns raised by a proposal rather than the specific language or actions proposed to deal with those concerns.

Moreover, consistent with the language of the rule, the Staff has confirmed numerous times that Rule 14a-8(i)(12) does not require that the proposals, or their subject matters, be identical in order for a company to exclude the later-submitted proposal. When considering whether proposals deal with substantially the same subject matter, the Staff has focused on the "substantive concerns" raised by the proposal, rather than the specific language or corporate action proposed to be taken. Thus, the Staff has concurred with the exclusion of proposals under Rule 14a-8(i)(12) when the proposal in question shares similar underlying social or policy issues with a prior proposal, even if the proposals recommended that the company take different actions. See Medtronic Inc. (avail. June 2, 2005) and Bank of America Corp. (avail. Feb. 25, 2005) (proposals requesting that the companies list all of their political and charitable contributions on their websites were excludable as each dealt with substantially the same subject matter as prior proposals requesting that the companies cease making charitable contributions); Dow Jones & Co., Inc. (avail. Dec. 17, 2004) (proposal requesting that the company publish in its proxy materials information relating to its process for donations to a particular non-profit organization was excludable as it dealt with substantially the same subject matter as a prior proposal requesting an explanation of the procedures governing all charitable donations); Saks Inc. (avail. Mar. 1, 2004) (proposal requesting that the board of directors implement a code of conduct based on International Labor Organization standards, establish an independent monitoring process and annually report on adherence to such code was excludable as it dealt with substantially the same subject matter as a prior proposal requesting a report on the company's vendor labor standards and compliance mechanism); Bristol-Myers Squibb Co. (avail. Feb. 11, 2004) (proposal requesting that the board review pricing and marketing policies and prepare a report on how the company will respond to pressure to increase access to prescription drugs was excludable because it dealt with substantially the same subject matter as prior proposals requesting the creation and implementation of a policy of price restraint on pharmaceutical products); Eastman Chemical Co. (avail. Feb. 28, 1997) (proposal requesting a report on legal issues related to the supply of raw materials to tobacco companies related to substantially the same subject matter as a proposal that requested that the company divest its filter tow products line, a line that produced materials used to manufacture cigarette filters); Bristol-Myers Squibb Co. (avail. Feb. 6, 1996) (proposal requesting the formation of a committee to develop an educational plan to inform women of the potential abortifacient action of the company's products was excludable because it dealt with "substantially the same subject matter (i.e. abortion-related matters)" as did prior proposals that requested the company refrain from giving charitable contributions to organizations that perform abortions).

Similarly, the Staff has permitted the exclusion under Rule 14a-8(i)(12) of stockholder proposals that were concerned with the health and welfare of animals used in research testing even though the proposals requested a wide variety of corporate actions in this regard. For example, in Merck & Co., Inc. (avail. Dee. 15, 2006) ("Merck") and in Abbott Laboratories (avail. Feb. 28, 2006) ("Abbott"), the Staff concurred that a proposal was excludable under Rule 14a-8(i)(12) because the proposal addressed substantially the same subject matter as a prior proposal, even though the actions requested by the two proposals were quite different. The proposals in Merck and Abbott requested that the board of directors prepare a feasibility study on amending the company's animal research policy to extend to all contract laboratories and to address the animals' social and behavioral needs. The prior proposals in Merck and Abbott had requested the company commit to using non-animal methods for certain tests and petition governmental agencies to accept alternative test methods. In both Merck and Abbott, the Staff found the later submitted proposals were excludable because, despite the different actions the proposals requested, the substantive concerns related to the health and welfare of animals used in research testing.

In Barr Pharmaceuticals, Inc. (avail. Sept. 25, 2006) ("Barr"), the Staff concurred that a proposal to adopt an animal welfare policy that reduced the number of animals used in research and implemented acceptable standards of care was excludable under Rule 14a-8(i)(12) because it dealt with substantially the same subject matter as a prior proposal that requested the company commit to using non-animal methods for certain tests and petition governmental agencies to accept alternative test methods. As in Merck and Abbott, the Staff found the proposal under consideration was excludable, despite the fact that the actions each proposal requested were different, because the substantive concern was the health and welfare of the animals used in research testing.

In Gillette Co. (avail. Feb. 25, 1993) ("Gillette"), the Staff concurred that a stockholder proposal was excludable under the predecessor to Rule 14a-8(i)(12)(iii), because it dealt with substantially the same subject matter as three previously submitted proposals.

The proposal that Gillette was seeking to exclude requested that the company form a committee to review its use of live animals in safety testing and report to stockholders on which product lines had been tested on animals and whether the tests accurately predict product safety.

One prior proposal requested that the company disclose which products were tested on animals and implement a phase-out policy on animal testing.

Another prior proposal requested that the company stop all animal testing, send the remaining animals to retirement farms, dismiss any employee who violated the rules and refrain from hiring any outside contractor to conduct the eliminated tests.

A third prior proposal requested that the board establish a review committee to scrutinize the company's use of animals in safety testing.

Once again, the actions requested by the proposals were disparate but the Staff concurred that all of the proposals dealt with the same substantive concernhealth and welfare of animals used in research testingand allowed the company to exclude the proposal.

B. The Proposal Deals with Substantially the Same Subject Matter as Three Previously Submitted Proposals.

Wyeth has received various stockholder proposals relating to its policies and procedures regarding the health and welfare of animals used in research testing over the past several years. Last year, Wyeth included a stockholder proposal in its 2007 proxy materials, filed on March 16, 2007 (the "2007 Proposal," attached as Exhibit B), that requested the Board:

adopt and post an Animal Welfare Policy online which addresses the Company's commitment to (a) reducing, refining and replacing its use of animals in research and testing, and (b) providing for the social and behavioral needs of those animals used in such research and testing, both by the Company itself and by all independently retained laboratories. Further, the shareholders request that the Board issue a report to shareholders on the extent to which in-house and contract laboratories are adhering to this policy, including the implementation of enrichment measures.

Wyeth also included a stockholder proposal in its 2006 proxy materials, filed on March 15, 2006 (the "2006 Proposal," attached as Exhibit C) that is practically identical to the 2007 Proposal and requested that the Board:

adopt and post an Animal Welfare Policy online which addresses the Company's commitment to (a) reducing, refining and replacing its use of animals in research and testing, and (b) ensuring superior standards of care for animals who continue to be used for these purposes, both by the Company itself and by all independently retained laboratories, including provisions to ensure that animals' psychological, social and behavioral needs are met. Further, the shareholders request that the Board issue an annual report to shareholders on the extent to which in-house and contract laboratories are adhering to this policy, including the implementation of the psychological enrichment measures.

Wyeth also included a stockholder proposal in its 2004 proxy materials, filed on March 17, 2004 (the "2004 Proposal," attached as Exhibit D, and collectively with the 2007 Proposal and the 2006 Proposal, the "Previous Proposals") that requested that the Board:

1. Issue a policy statement publicly committing to use in vitro tests for assessing skin corrosion, skin absorption, skin irritation, phototoxicity and pyrogenicity endpoints, and generally committing to the elimination of product testing on animals in favor of validated in vitro alternatives; and

2. Formally request that the relevant regulatory agencies accept validated in vitro tests as replacements to animal tests.

As noted above, under Rule 14a-8(i)(12), a company may exclude a stockholder proposal from its proxy materials if such proposal "deals with substantially the same subject matter" as other proposals that the company "previously included in [its] proxy materials within the preceding 5 calendar years." The substantive concern expressed in the Proposal and in the Previous Proposals is the welfare of animals used in research. While the specific language and specific actions proposed in the Proposal and the Previous Proposals in some instances may differ, the fact that they deal with substantially the same subject matter is demonstrated by a comparison of the Proposal and the Previous Proposals with previous instances where the Staff has concurred that a variety of stockholder proposals relating to animal health and welfare involve the same substantive concerns.

In the instant case, the 2007 Proposal and the 2006 Proposal (collectively, the "Animal Care Policy Proposals") are substantially identical to each other and to the proposal Barr Pharmaceuticals sought to exclude in the Barr letter.

Further, the 2004 Proposal is substantially the same as the previous proposal in the Barr letter. The previous proposal in Barr requested the company commit to using only non-animal test methods to assess the skin corrosion, absorption, irritation, phototoxicity and pyrogenicity while the 2004 Proposal requested Wyeth commit to using in vitro tests (a non-animal testing method) to assess the exact same skin reactions. Both proposals also requested the company petition governmental agencies to accept these types of testing methods. With Barr as a precedent, we can conclude that all of the Previous Proposals deal with substantially the same subject matter. Thus, for the purposes of establishing that the Proposal "deals with substantially the same subject matter" as the Previous Proposals, we focus our discussion on the manner in which the Proposal addresses the same substantive concern as the Animal Care Policy Proposals.

The substantive concern expressed in both the Proposal and the Animal Care Policy Proposals is the health and welfare of animals used in research testing. The Animal Care Policy Proposals call for Wyeth to implement an animal care policy that provides adequate care and humane treatment for animals used in its research testing. The Proposal seeks to ensure that the research test animals, regardless of location, receive adequate care and humane treatment. In fact, the Proposal and the Animal Care Policy Proposals are more similar to each other than the Animal Care Policy Proposals are to the 2004 Proposal and the Staff has already established, through its concurrence in Barr, that the Previous Proposals all deal with the same substantive concern.

Further, the Proposal and Animal Care Policy Proposals are more similar to each other than were the proposals discussed in the precedent letters above. In Gillette, the Staff concurred that a proposal that requested the company send all of the research animals to retirement farms and fire any employees who violates this rule dealt with substantially the same subject matter as a proposal that requested the company review its use of live animals in research and report to stockholders on whether the live animal tests accurately predict product safety. The actions requested in these proposals were significantly more diverse than the actions requested in the Wyeth proposals. Likewise, the Proposal and the Animal Care Policy Proposals are more similar to each other than were the proposals properly excluded in either Merck or Abbott, where the Staff found a proposal requesting a feasibility study on amending the company's animal research policies dealt with the same substantive concern as a proposal that the company commit to using non-animal testing methods.

The substance of the Proposal and the Previous Proposalsthe health and welfare of animals used in research testingdeals with the same concern and thus deals with substantially the same subject matter for purposes of Rule 14a-(8)(i)(12).

C. The Proposal Included in Wyeth's 2007 Proxy Materials Did Not Receive the Stockholder Support Necessary to Permit Resubmission.

In addition to requiring that the proposals address the same substantive concern, Rule 14a-8(i)(12) sets thresholds with respect to the percentage of stockholder votes casts in favor of the last proposal submitted and included in Wyeth's proxy materials. The 2007 Proposal was included in Wyeth's 2007 proxy materials. Staff Legal Bulletin No. 14 (July 13, 2001) ("SLB 14") explains that only votes for and against a proposal are included in the calculation of the stockholder vote for the previous proposal. Abstentions and broker non-votes are not included. See SLB 14. According to Wyeth's Quarterly Report on Form 10-Q filed on August 7, 2007, there were 47, 365, 717 votes cast in favor of, and 740,974,668 votes cast against, the 2007 Proposal. See Exhibit E. Tallying the votes in accordance with the guidelines established by SLB 14, 6.00% of the votes cast were in favor of the 2007 Proposal. Thus, the last time that Wyeth's stockholders considered a substantially similar proposal, it received less than 10% of the votes cast. Rule 14a-8(i)(12)(iii) provides that a company may exclude a proposal that deals with substantially the same subject matter as previously submitted proposals if the proposal received "less than 10% of the vote on its last submission to shareholders if proposed three times or more previously within the preceding 5 calendar years." Thus, the Proposal is excludable under Rule 14a-8(i)(12)(iii).

II. The Proposal May Be Excluded under Rule 14a-8(i)(10) Because Wyeth Has Already Substantially Implemented the Proposal.

Under Rule 14a-8(i)(10), a company may exclude a stockholder proposal if the proposal has already been substantially implemented. The purpose of this rule is to avoid stockholder consideration of "matters which already have been favorably acted upon by management." Exchange Act Release No. 12598 (July 7, 1976). The Staff has concurred in the exclusion of stockholder proposals requesting some type of reporting when the company has already provided such information to its stockholders and the public. See Exxon Mobil Corp. (avail. Mar. 23, 2007) (proposal requesting a report on the company's response to rising regulatory, competitive and public pressure to develop renewable energy technologies and products was excluded under 14a-8(i)(10) where the company argued that the proposal had been substantially implemented by the publishing of a report outlining perspectives on energy trends); Honeywell Int'l, Inc. (avail. Feb. 21, 2007) (proposal requesting the board issue a sustainability report to stockholders was excludable under 14a-8(i)(10) where the company argued that they had already published a "Honeywell Sustainable Opportunity" report); ConAgra Foods, Inc. (avail. July 3, 2006) (proposal requesting the board issue a sustainability report to stockholders was excludable under 14a-8(i)(10) where the company argued that they had already published a "Corporate Responsibility Report").

The Proposal has been substantially implemented because Wyeth has already developed and published policies for ensuring compliance with all applicable laws, in general, and animal welfare laws specifically. In its Code of Conduct (available at http://media.corporateir.net/media files/IROL/78/78193/COC.pdf) Wyeth commits to "compl[y] with the law wherever we operate and with the requirements of the regulatory agencies that oversee our activities" (emphasis added), and further to "go beyond the letter of the law and to operate according to the high standards of integrity and ethical behavior set by our mission and our values." In addition, Wyeth has adopted an "Animal Welfare Policy" (available at http://www.wyeth.com/aboutwyeth/citizenship/animalwelfare and attached hereto as Exhibit F) that is applicable to "all animal research and testing conducted or sponsored by Wyeth Research" (emphasis added). In the Animal Welfare Policy, Wyeth emphasizes its commitment that "all animal care and use programs meet or exceed applicable regulations and guidelines." Wyeth's commitment pertains to all animal care and use programs regardless of "whether conducted in-house or by third-party contractors." In fact, Wyeth recently revised its Animal Welfare Policy to make it expressly clear that the Policy includes both in-house and third-party contractors. The Animal Welfare Policy further states that it is Wyeth's policy that all animal use "must be conducted in a humane and scientifically sound manner" adhering to a list of specific principles. Among these principles is the requirement that "[a]ll experimental animals are housed and cared for in compliance with the Animal Welfare Act ..., the European Union Directive ... and in accordance with other professional and humanitarian guidelines such as the Institute for Laboratory Animal Resources (ILAR) Guide for the Care and Use of Laboratory Animals." To ensure these standards are maintained, the Animal Welfare Policy provides that mistreatment of animals "may be grounds for immediate dismissal from employment." Accordingly, the Proposal's request for information regarding Wyeth's compliance with animal welfare regulations in its operations conducted in the United States and in foreign countries has already been substantially implemented because Wyeth's management has made available the guidelines and policies that it developed to ensure that Wyeth operates its animal testing in compliance with all applicable laws and that it conducts all animal testing in a humane manner that meets or exceeds applicable regulations and guidelines.

CONCLUSION

Based upon the foregoing analysis, we respectfully request that the Staff concur that it will take no action if Wyeth excludes the Proposal from its 2008 Proxy Materials. We would be happy to provide you with any additional information and answer any questions that you may have regarding this subject. In addition, Wyeth agrees to promptly forward to the Proponent any response from the Staff to this no-action request that the Staff transmits by facsimile to Wyeth only.

If we can be of any further assistance in this matter, please do not hesitate to call me at (202) 955-8653, my colleague Elizabeth A. Ising at (202) 955-8287 or Eileen M. Lach, Wyeth's Vice President, Corporate Secretary and Associate General Counsel, at (973) 660-6073.

Sincerely,

/s/

Amy L. Goodman

EML/jas

Enclosures

cc: Eileen M. Lach, Wyeth Susan L. Hall, People for the Ethical Treatment of Animals

[INQUIRY LETTER]

October 31, 2007

Eileen M. Lach
Corporate Secretary
Wyeth
Five Giralda Farms
Madison, New Jersey 07940

Re: Shareholder Proposal for Inclusion in the 2008 Proxy Materials

Dear Ms. Lach:

Attached to this letter is a Shareholder Proposal submitted for inclusion in the proxy statement for the 2008 annual meeting. Also enclosed is a letter from PETA's brokerage firm, Morgan Stanley, confirming PETA's ownership of the Company's common stock acquired more than one year ago. PETA has held these shares continuously for more than one year and intends to hold them through and including the date of the 2008 annual meeting of shareholders.

Please contact the undersigned if you need any further information. If the Company will attempt to exclude any portion of this proposal under Rule 14a-8, please advise me within 14 days of your receipt of this proposal. I can be reached at 10 Holden Street, North Adams, MA 012472, by telephone at (413) 662-4022 or by e-mail at SusanH@peta.org.

Very truly yours,

/s/

Susan L. Hall
Regulatory Testing Division Counsel

SLH/pc

Enclosures

[APPENDIX]

WYETH

REPORT ON EXPORTING ANIMAL TESTING

This Proposal is submitted by People for the Ethical Treatment of Animals.

RESOLVED, that the Board report to shareholders on the rationale for increasingly exporting the Company's animal experimentation to countries which have either nonexistent or substandard animal welfare regulations and little or no enforcement. Further, shareholders request that the report include information on the extent to which Wyeth requires adherence to U.S. animal welfare standards at facilities in foreign countries.

Supporting Statement:

Our Company has posted guidelines on its Web site entitled Animal Welfare Policy. The Company has publicly stated that "all animal use at Wyeth Research must be conducted in a humane and scientifically sound manner." 1 Additionally, the Animal Welfare Policy provides and requires that:

Animal care and use programs be headed by specially trained veterinarians and professionals who are responsible for implementing sound animal management practices;

Pain and distress in research animals be avoided or minimized and, when unavoidable, the administration of appropriate analgesics, anesthetics or other non-pharmacologic approaches will be used;

Humane and appropriate methods of euthanasia be used; and

All personnel involved in animal care must have received proper animal care and use training.

But as reported in Forbes magazine the rationale for outsourcing animal testing to China, the leading location for such testing, is that "scientists are cheap, lab animals plentiful and pesky protesters held at bay." 2 Similarly, Business Week reported on the pharmaceutical industry's increasing reliance on outsourcing testing to India, China, and Russia.3 DrugResearcher.com published an article entitled "China luring preclinical players," further highlighting the industry's pursuit of outsourcing.4 Wyeth has apparently succumbed to the outsourcing frenzy and has a presence in China, and is conducting preclinical trials in India.5

As recent media reports of safety scandals and product recalls have made abundantly clear, standards for products exported from China to the U.S. are lacking. Shareholders deserve to understand why animal testing is being moved to foreign countries, such as China and India. Moreover, our Company should report on the steps that are being taken to assure shareholders that animal testing conducted in other countries is held to at least the same animal welfare standards as animal testing conducted in the U.S.

We urge shareholders to support this resolution.

-----FOOTNOTES-----

1 http://www.wyeth.com/aboutwyeth/citizenship/animalwelfare

2 "Comparative Advantage" ; Forbes, p. 76 Vol. 178 No. 10 (Nov. 13, 2006)

3 "The Future of Outsourcing" ; Business Week, (Jan. 30, 2006)

4 "China luring preclinical players" ; DrugResearcher.com (Oct. 10, 2007)

5 "Wyeth `learns and confirms' in India" ; ChemEurope.com at http://www.chemeurope.com/articles/e/55869/

[INQUIRY LETTER]

January 10, 2008

BY REGULAR & ELECTRONIC MAIL: cfletters@sec.gov

Office of the Chief Counsel
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F. Street, N.W.
Washington, D.C. 20549

Re: WYETH: Shareholder Proposal of People for the Ethical Treatment of Animals regarding Outsourcing Animal Testing to Foreign Countries

Ladies and Gentlemen:

This letter is filed in response to a no action letter dated December 21, 2007, submitted to the SEC by Wyeth ("Wyeth" or "the Company"). The Company seeks to exclude a shareholder proposal submitted by PETA relating to Wyeth's outsourcing animal testing to countries such as China, which have no animal welfare laws or protections (hereinafter referred to as the "Outsourcing" resolution).

Wyeth claims that the Outsourcing resolution is substantially the same as resolutions filed in 2004, 2006 and 2007, and should be omitted pursuant to Rule 14a-8(i)(12). Wyeth also argues that the Outsourcing resolution has been substantially implemented and can therefore be excluded under Rule 14a-8(i)(10). It should be noted that the Company's no action letter involving its Rule 14a-8(i)(12) position is practically identical to Pfizer's no action letter, and therefore this challenge will likewise repeat certain of the positions taken in opposition to Pfizer's no action petition.

I. All Previous Resolutions Filed at Wyeth by PETA Over the Past Five Years Are Materially Different from the Outsourcing Resolution.

The Outsourcing resolution reads as follows:

RESOLVED, that the Board report to shareholders on the rationale for increasingly exporting the Company's animal experimentation to countries which have either nonexistent or substandard animal welfare regulations and little or no enforcement. Further shareholders request that the report include information on the extent to which Wyeth requires adherence to U.S. animal welfare standards at facilities in foreign countries.

In language nearly word-for-word the same as that in Pfizer's no action letter, Wyeth contends that three previously filed shareholder proposals are substantially the same as the Outsourcing resolution. However, the Outsourcing resolution is not remotely, much less substantially, similar to any previously filed resolutions included in the Company's 2004, 2006, or 2007 proxy statements.

The following shareholder resolutions have been filed at Wyeth, starting with the most current:

1. Resolutions filed in 2007 and 2006 requested that Wyeth adopt and post a laboratory animal care and welfare policy online consistent with those enacted by other large pharmaceutical companies. These resolutions are substantially the same. The proposals received 25.4% of the vote in 2006 and 6.0% in 2007. These two proposals as known informally as the "Enactment of an Animal Care Policy Resolutions."

2. A resolution filed in 2005, which is not mentioned by Wyeth in its no action letter, sought discontinuation of the sale of Premarin, and adoption of a policy for the protection of the mares used to produce Premarin including placement in caring homes, buy-outs of Premarin mare farmers, or surrender of the horses to rescue organizations.1 This resolution received 0.07% of the vote and was never refiled.

3. A resolution filed in 2004, encouraged the Company to adopt five non-animal tests to replace their animal counterparts for assessing various human health effects, and asked the Company to petition the regulators to accept validated non-animal tests. This resolution received 2.52% of the vote and was never refiled. This resolution was informally referred to as the "Give the Animals Five" or "GTA5" resolution.

It is evident from the votes that the Enactment of an Animal Care Policy Resolutions described above were of significant concern to shareholders, since they each received 25.4% and 6.0% favorable votes.

It is likewise clear that the Premarin resolution and the GTA5 proposal were not favorably received by shareholders, each one involving very different issues and concerns (i.e. Premarin was one of Wyeth's most profitable products and the GTA5 resolution raised some technical and complex scientific issues). The votes alone show that shareholders were able to discern the differences in these resolutions, and that stockholders of a significant percentage of the Company's shares care deeply about animal related issues.

The fact that each of these resolutions touches on animals in the most general sense possible, does not make them substantially similar any more than resolutions relating generally to humans would. No one would seriously dispute that a resolution relating to human rights violations is the same as one relating to child labor simply because both address the human condition or human beings generally.

Specifically on point, the Staff has previously stated that two proposals dealing with the use of animals in product testing do not necessarily implicate substantially the same subject matter. In 'Bristol-Myers Squibb Company (March 7, 1991), the Staff stated that Bristol-Myers Squibb could not omit a shareholder proposal dealing with animal testing under the "substantially similar" rule. The proposal under review in Bristol-Myers Squibb requested that the company cease all animal tests not required by law and stop selling certain products that required animal testing. The Staff held that the proposal was not substantially similar to a prior proposal which had requested a report detailing the scope of the company's use of animal tests in product testing. The Staff stated:

In arriving at this position the staff takes particular note of the fact that, while the four proposals concern the same broad issue (i.e., use of live animals in product development and testing), the present proposal recommends that the Company take a very active and defined course of action as to the broad issue (i.e., cease all animal tests not required by law and drop certain products). The previous proposals asked only that the Company take a passive course of action (i.e., supply information). Accordingly, the staff does not believe the Company may rely on Rule 14a-8(i)(12) as a basis for omitting the proposal from its proxy materials. (Emphasis supplied.)

The resolutions under review in the Bristol-Myers no action challenge were vastly more alike than those under review here, and yet the Staff correctly issued a non-concurrence.

Perhaps most telling is the fact that Wyeth has never challenged any of the resolutions detailed above based on their being substantially similar. If Wyeth believed that any or all of these resolutions were the same as the GTA5 proposal, it would have challenged every resolution filed after 2005 arguing that each could be omitted because the GTA5 resolution only received 2.52% of the vote. Wyeth knew that these resolutions were not substantially similar and that is why it did not seek to exclude them based on Rule 14a-8(i)(12).2

II. Even the Most Liberal Scrutiny Demonstrates That the Outsourcing Proposal Has Not Been Substantially Implemented

Wyeth contends that its newly enacted Animal Welfare Policy and its Code of Conduct constitute substantial compliance with the Outsourcing resolution. We need not belabor the point since it is apparent on the face of both the Code of Conduct and the Animal Welfare Policy that neither addresses outsourcing animal testing to countries like China, India and former Soviet bloc countries.

Wyeth's Code of Conduct commits that the Company will comply "with the law wherever we operate ..." This merely highlights the basic concern of the Outsourcing resolution since countries like China have virtually no laws or protections for animals subjected to experimentation.3

Similarly, Wyeth's Animal Welfare Policy states that Wyeth will meet or exceed applicable regulations and guidelines, will comply with the Animal Welfare Act, the European Union Directive, and other professional and humanitarian guidelines, and may fire employees who mistreat animals. Again, as with it Code of Conduct, these lofty pronouncements are useless in countries that don't have statutes, regulations, and rules for the protection of animals in laboratories, much less enforcement actions.

The Outsourcing resolution asks Wyeth for two things. First, the Company should provide its rationale for exporting animal experimentation to countries with either nonexistent or substandard animal welfare regulations and little or no enforcement. Second, a report should issue on the extent to which Wyeth requires adherence to U.S. animal welfare standards at facilities in foreign countries. Neither Wyeth's current Code of Conduct nor its Animal Welfare Policy addresses either concern.

Perhaps the best way to close is to cite to a leading financial journal which reported on the issue of outsourcing animal testing. Forbes reported that the rationale for moving animal testing to China, the leading location for such outsourcing, is that "scientist are cheap, lab animals plentiful and pesky protesters held at bay." 4 It is for those reasons that shareholders are entitled to ask Wyeth to explain why it is outsourcing animal testing.

Very truly yours,

/s/

Susan L. Hall
Counsel

cc: Amy L. Goodman (via regular mail)

-----FOOTNOTES-----

1 The hormone replacement for estrogen produced and marketed by Wyeth under the Premarin brand name is produced from the urine of pregnant mares. These pregnant mares are confined in stalls purposely designed to restrict movement since the animals have urine collection bags strapped to their bodies. The goal is to ensure that the containers which collect the mare's urine do not become detached. Some mares suffer this existence for up to six months a year.

2 To the extent that Wyeth relies upon Abbott Laboratories (March 22, 2006), PETA respectfully urges that the Staff's concurrence was ill-advised and contrary to the controlling authority of Bristol-Myers Squibb Company (March 7, 1991). Moreover, the Staff's non-concurrence in Bristol Myers Squibb actually addressed the language of the resolutions, analyzed them, and provided a rationale for the non-concurrence. In contrast, the Abbott Laboratories concurrence merely concludes that there is "some basis" for the view that the two resolutions under review were similar. There is no legal analysis, discussion of the facts, or anything except that conclusory statement.

3 The average shareholder is certainly aware of the product recalls that have emanated from dangerous, toxic, and substandard goods imported from China, and would welcome information on why the Company has elected to outsource animal testing of pharmaceutical products to that country.

4 "Comparative Advantage" ; Forbes, p. 76 Vol. 178 No. 10 (Nov. 23, 2006)

[STAFF REPLY LETTER]

February 15, 2008

Response of the Office of Chief Counsel Division of Corporation Finance
Re: Wyeth Incoming letter dated December 21, 2007

The proposal asks for a report regarding Wyeth's exportation of animal experimentation to countries that have either nonexistent or substandard animal welfare regulations and the extent to which Wyeth requires adherence to animal welfare standards at facilities in foreign countries.

There appears to be some basis for your view that Wyeth may exclude the proposal under rule 14a-8(i)(12)(iii). Accordingly, we will not recommend enforcement action to the Commission if Wyeth omits the proposal from its proxy materials in reliance on rule 14a-8(i)(12)(iii). In reaching this position, we have not found it necessary to address the alternative basis for omission upon which Wyeth relies.

Sincerely,

/s/

Eduardo Aleman
Attorney-Adviser