SecProbe.io

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   April 13, 2009  Mr. Steven Koehler  Vice President and Controller Schering-Plough Corporation  2000 Galloping Hill Road Kenilworth, NJ 07033

Re: Schering-Plough Corporation
  Form 10-K for the Fiscal Year Ended December 31, 2008   Filed February 27, 2009   File No. 001-06571
Dear Mr. Koehler:
  We have reviewed your filing and have the following comments.   In our comments, we ask you to provide us with  information to better understand your
disclosure. Where it requests you to revise disclosure, the information you provide should
show us what the revised di sclosure will look like and iden tify the annual or quarterly
filing, as applicable, in which you intend to first include it. If you do not believe that
revised disclosure is necessary, explain the r eason in your response.  After reviewing the
information provided, we may raise additiona l comments and/or request that you amend
your filing.   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 for the Fiscal Year Ended December 31, 2008

 Item 1. Business

 Information about the Merck/Scheri ng-Plough Joint Venture, page 7

1. We note that you are engaged in a joint ve nture with Merck & Co., Inc. in relation
to the development and commercialization of two cholesterol lowering drugs, VYTORIN and ZETIA.  Please revise your disclosure to provide a full
description of the material terms of your joint venture with Merck, to the extent

Steven Koehler
Schering-Plough Corporation  April 13, 2009 Page 2
 this information has not b een previously redacted by an appropriate grant of
confidential treatment by the Division of Corporation Finance.  In particular,
please quantify and describe the amount s paid to date, aggregate potential
milestones, royalty provisions, profit shar ing provisions and expiration provisions
under your agreement.

Information About the Centocor Licenses, page 8

 2. We note that you have entered into agreemen ts with Centocor, Inc. in relation to
the licensing and manufacturing of REMIC ADE.  Please revise your disclosure to
provide a full description of the material  terms of your agreem ents with Centocor,
to the extent this information has not b een previously redact ed by an appropriate
grant of confidential treatment by the Di vision of Corporation Finance.  In
particular, please quantify and describe  the amounts paid to date, aggregate
potential milestones, royalty  provisions, profit sharing provisions and expiration
provisions under your agreement.  Please be  advised that it ap pears the grant of
confidential treatment with respect to th e original Distribution Agreement with
Centocor, dated April 3, 1998, has expired.
 Patents, Trademarks and Other In tellectual Property Rights, page 11

3. We note that you have describe d certain of your patents a nd patent applications as
being of material importance to you r company’s ongoing operations.  Please
revise your disclosure  to identify and describe al l material patents and patent
applications.  In addition, please revise your disclosure to include the expiration
date for each of your material patents.

*    *    *    *
 Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a cover letter that keys your responses to
our comments and provide any requested inform ation.  Detailed letter s greatly facilitate
our review.  Please file y our 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.

Steven Koehler
Schering-Plough Corporation  April 13, 2009 Page 3
 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 comment on your filing.
Please contact Bryan Pitko at (202) 551- 3203 or Daniel Greenspan at (202) 551-
3623 with any questions.  In this regard, plea se feel free to contact me at (202) 551-3715.

Sincerely,

Jeffrey Riedler,  Assistant Director