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Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   June 5, 2007   Mr. Steven Koehler Vice President and Controller Schering-Plough Corporation 2000 Galloping Hill Road Kenilworth, NJ  07033
Re: Schering-Plough Corporation
Form 10-Q for the Quarterly Period Ended March 31, 2007 Filed April 27, 2007
 File No. 001-06571

Dear Mr. Koehler:
We have limited our review of the above f iling to the issue we have addressed in
our comment.  In our comment, we ask you to  provide us with information so we may
better understand your disclosure.  After re viewing 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-Q for the Quarterly Period Ended March 31, 2007

 Statements of Condensed Consolidated Cash Flows, page 2

 1. Please provide to us your analysis relate d to the decision to report the “Purchase
of derivative instruments” related to the purchase of Organon BioSciences as an
operating cash flow.  Include any referenc es to the specific paragraphs in the
authoritative literature upon which you reli ed that supports this classification.

*    *    *    *

Mr. Steven Koehler
Schering-Plough Corporation June 5, 2007 Page 2
 Please respond to this comment 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
comment and provide the request ed information.  Detailed le tters greatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.
  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 filing or in response to our comments on your filing.
 You may contact Kei Ino, Staff Accountan t, at (202) 551-3659 or Jim Atkinson,
Accounting Branch Chief, at (202) 551- 3674 if you have questions regarding the
comment.  Please contact me at ( 202) 551-3679 with any other questions.

 Sincerely,    Jim B. Rosenberg Senior Assistant Chief Accountant