SecProbe.io

June 3, 2009                  Mail Stop 4720  Susan Ellen Wolf Corporate Secretary, Vice President – Gove rnance, and Associate General Counsel
Schering-Plough Corporation 2000 Galloping Hill Road Mailstop K-1-4525 Kenilworth, NJ 07033
 Re: Schering-Plough Corporation
  Registration Statement on Form S-4
  Filed May 20, 2009
  File No. 333-159371

Dear Ms. Wolf:
  We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM S-4

Risk Factors, page 17
Risks Related to the Transaction, page 20

“The combined company may be subject to a dispute with respect  to Schering-Plough’s
distribution agreement w ith Centocor…” page 20

1. Please revise your risk factor discussion and the subsequent discussions of the
issue to clarify that the distribution ag reement includes competing definitions of
“change of control” and include both definitions.

Susan Ellen Wolf
Schering Plough Corporation
June 3, 2009 2

2. We note your disclosure in this risk fact or acknowledging that an arbitrator could
determine that Centocor is permitted to terminate the distribution agreement as a result of the transaction a nd, if terminated, the combin ed entity would lose all
rights to distribute and comm ercialize Remicade.  We further note your disclosure
regarding the uncertainty surrounding the outcome of any threatened or actual
proceeding and that the parties may choose to settle the dispute.  We note that
Merck filed as soliciting materials, materi al included in a press release dated May
27, 2009 stating, “Schering-Plough and Merc k noted that Johnson & Johnson’s
position is contradicted by the plain language of the Remicade  distribution
agreement.  The companies are confident that an arbitrator will agree that the
Merck/Schering-Plough merger does not gi ve Johnson & Johnson the right to
terminate this agreement.”  This statement appears to contradict the disclosure in
the risk factor.  Please explai n the apparent contradiction.
 Legal Proceedings Related to the Transaction, page 93

3. Please include a discussion of the arbitra tion filed with the American Arbitration
Association to determine whether the merg er constitutes a change of control that
would permit Johnson & Johnson to termin ate its distribution agreement with
Schering-Plough.
* * *
  As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
  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 Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.   Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

Susan Ellen Wolf
Schering Plough Corporation June 3, 2009 3
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
 • the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
 • the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement 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 our comments on your filing.   We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this
request at least two business days in a dvance of the requested effective date.

 Please contact Nandini Ac harya at (202) 551-3495, Suzanne Hayes at (202) 551-
3675 or me at (202) 551- 3715 with any questions.
         S i n c e r e l y ,             J e f f r e y  R i e d l e r          A s s i s t a n t  D i r e c t o r     cc: Andrew Brownstein, Esq.
Wachtell, Lipton, Rosen & Katz 51 West 52
nd Street
New York, NY 10019