SecProbe.io

Mail Stop 6010
  August 21, 2007

Fred Hassan
Chief Executive Officer Schering-Plough Corporation 2000 Galloping Hill Road Kenilworth, NJ 07033
Re: Schering-Plough Corporation  Definitive Proxy Statement
Filed April 20, 2007
 File No. 001-06571
 Dear Mr. Hassan:
We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation disclosure.
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 filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call me at the telephone  number listed at the end of this letter.
  In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.   If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Schering-Plough Corporation
August 21, 2007 Page 2   Compensation Discussion and Analysis, page 24

 1. Please expand your Compensation Discussion and Analysis to include a more specific discussion and analysis of how the applicable elements of your compensation packages are structured and implemented to reflect your named
executive officer's individual performan ce.  Please disclose the elements of
individual performance, both quantit ative and qualitative, and specific
contributions the compensation committee considered in its evaluation, and if applicable, how they were weighted and factored into specific compensation decisions.  Please also expand your discu ssion and analysis of the factors the
committee considered in establishing pe rsonal objectives for Mr. Hassan.  Refer
to Item 402(b)(2)(vii) of Regulation S-K.
 2. Please expand your disclosure to cl arify how the amounts paid under each
element affect decisions regarding the amounts paid or awarded under the other
elements of your compensation progra m.  The Compensation Discussion and
Analysis should explain and place in context how and why determinations with respect to one element may or may not have influenced the Compensation Committee’s decisions with respect to othe r allocated or contemplated awards.
See Item 402(b)(1)(vi) of Regulation S-K.
 3. Your disclosure indicates that you set compensation goals, such as the performance metrics for the annual incentive, for the current fiscal year in the
early part of each year.  Please disclose these items of company performance and how your incentive awards are specifical ly structured around the applicable
performance goals.  See Item 402(b)(2)(v ) and Instruction 2 to Item 402(b).
Please note that qualitative goals generally need to be presented to conform to the
requirements of 402(b)(2)(v).  To the exte nt you believe that disclosure of the
information would result in competitive harm such that the information could be excluded under Instruction 4 to Item 402( b), please provide us with a detailed
explanation supporting your conclusion.   To the extent that it is appropriate to
omit specific targets or performance obj ectives, you are required to provide
appropriate disclosure pursua nt to Instruction 4 to Item  402(b) of Regulation S-K.
Refer also to Question 3.04 of the Item  402 of Regulation S-K Interpretations
available on our website at www.sec.gov
.  In discussing how difficult or likely it
will be for the registrant to achieve the target levels or other factors, you should provide as much detail as necessary wit hout disclosing information that poses a
reasonable risk of competitive harm.
 4. The Compensation Discussion and Analysis  should be sufficiently precise to
capture material differences in compensation policies with respect to individual named executive officers.  In this regar d, we note the significant disparities in
Mr. Hassan’s salary, the amounts paid to  him as non-equity incentive plan

Schering-Plough Corporation
August 21, 2007 Page 3
compensation, and the option award made on May 19, 2006.  Given these disparities, please include a more detailed discussion of how and why the compensation and awards granted to your  chief executive officer differ in all
material respects from the compensation and awards granted to the other named
executive officers.  If polic ies or decisions re lating to a named executive officer
are materially different than those applicab le to the other officers, this should be
discussed on an individualized basis.   Refer to Section II.B.1 of Commission
Release No. 33-8732A.
 5. We note from your disclosure under “Na rrative Information Relating to Summary
Compensation Table and Grants of Plan -Based Awards Tabl e” that the annual
incentive opportunity is based on the competitive pay practices of your Peer
Group, in the case of your chief executive officer, and, in the case of your other
named executive officers, an established percentage of each officer’s base salary, ranging from 60% to 80%.  Please provide  discussion and analysis as to the
reasons why the targeted amounts of annual incentive compensation vary among
your named executive officers.
 Target Total Direct Compen sation Opportunity, page 26

6. We note your disclosure that you have se t the total compensa tion opportunity at
the 75th (or higher) percentile compared to your Peer Group.  Please disclose the
actual percentiles for total compensation, and each benchmarked element of
compensation.  This disclosure should include a discussion of where you target
each element of compensation agains t your Peer Group and where actual
payments fell within the targeted paramete rs.  To the extent actual compensation
was outside of a targeted percentile range, please provi de discussion and analysis
as to why such compensation elements fell outside of the targeted parameters.
 Equity and Other Long-Term Elem ents of Compensations, page 30

 7. Please expand your disclosure to include analysis of how the committee determined actual payouts under the 2006 Stock Incentive Plan.  Although we
note disclosure in the second full para graph on pages 30 and 31 that addresses
general matters relating to forms of comp ensation, please include disclosure that
not only sets forth the amount of equity awarded under the Plan but also provides
substantive analysis and insight into how the committee determined the payout
amounts.  Please also provide a reasonabl y complete description of the specific
factors considered by the Committee in ulti mately approving particular pieces of
each named executive officer’s compensa tion package and describe the reasons
why the Committee believes that the amounts paid to each named executive officer are appropriate in light of th e various items it considered in making
specific compensation decisions.

Schering-Plough Corporation
August 21, 2007 Page 4    Potential Payments Upon Termination or Change of Control, page 48

 8. Please discuss in Compensation Discussi on and Analysis how the arrangements
described in this section f it into your overall compensa tion objectives and strategy
and affect the decisions you made re garding other compensation elements.
 9. We note that the lump sum cash severance payments range from two to three
times the sum of the applicable executiv e’s base salary and annual incentive
compensation, and that the period of time in which the executive has access to
medical and other welfare benefits ranges from two or three year periods.  Please discuss and analyze how these ranges a nd periods were negotiated and how and
why the two or three year periods were agreed to by the company and why they
vary among the named executive officers.
  Please respond to our comments by September 21, 2007, or tell us by that time when you will provide us with a response.
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.
  When you respond to our comments, please provide, in writing, 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 disclo sure in response to comments do not
foreclose the Commission from taking a ny 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 pers on under the federal s ecurities laws of
the United States.

Schering-Plough Corporation August 21, 2007 Page 5
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.
 Please contact me at (202) 551-3635 with any questions.

Sincerely,    Tim Buchmiller Senior Attorney