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Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   July 26, 2006   Mr. Robert J. Bertolini Executive Vice President and  Chief Financial Officer Schering-Plough Corporation 2000 Galloping Hill Road Kenilworth, NJ, 07033
Re: Schering-Plough Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2005  Filed February 28, 2006
 File No. 001-06571

Dear Mr. Bertolini
We have limited our review of your filing to those issues we have addressed in
our comments.  In our comments, we ask you to  provide us with information so we may
better understand your disclosure.  Please be as de tailed as necessary in  your explanation.
After reviewing this information, we may raise additional comments.    Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K – December 31, 2005

 Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 23
 Liquidity and Financial Resources, page 36

 Contractual Obligations, page 39

 1. Please provide to us in disclosure-typ e format the aggregate amount of the
potential milestone payments discussed in  footnote (2) that will potentially be

Mr. Robert J. Bertolini
Schering-Plough Corporation July 26, 2006 Page 2
 paid out along with a discussion of the ev ents that will result in the payments
being made.
 Critical Accounting Policies, page 43

 Rebates, Discounts, and Returns, page 44

 2. Please provide to us in disclosure-typ e format a revised discussion of these
estimates that includes the following:
• The factors that you consider in estima ting each accrual such as historical
return of products, levels of inventor y in the distribution channel, estimated
remaining shelf life, price changes from competitors and introductions of generics and/or new products.
• The effect that could result from usi ng other reasonably likely assumptions
than what you used to arrive at your es timate of each accrual as of the latest
balance sheet date presented such as a range of reasonably likely amounts or
other type of sensitivity analysis.
• For your “provision” line item amount s, please include amounts for each
presented for both the current year an d previous years.   For the actual
“Payments,” “Returns,” and “Discoun ts granted” line items, include the
amounts related to both sales in the cu rrent period and sales from previous
periods.
 Financial Statements

5.  Income Taxes, page 62
 3. In the last paragraph on page 64, you discu ss certain tax contingency accruals that
you have made.  Please provide to us an e xplanation in disclosure-type format that
indicates the amounts that you recorded related to thes e accruals and a chronology
of the facts and circumstances th at led to them being recorded.
 17.  Segment Information, page 78

 4. Please provide to us in disclosure-type format a revised discussion that clearly
discloses in which segment you recorded the “Equity income from cholesterol
joint venture.”  Refer to paragraph 27(g) of SFAS 131.

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.   Please furnish a letter that keys your responses to our
comments and provide the requested information.  Detailed letters gr eatly facilitate our
review.  Please file your letter on EDGAR under the form type label CORRESP.

Mr. Robert J. Bertolini
Schering-Plough Corporation July 26, 2006 Page 3
  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

You may contact Tabatha Akins, Sta ff Accountant, at (202) 551-3658, or Jim
Atkinson, Accounting Branch Chief, at (202)  551-3674 if you have questions regarding
the comments.  In this regard, do not he sitate to contact me, at (202) 551-3679.

Sincerely,    Jim B. Rosenberg Senior Assistant Chief Accountant