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CORRESP
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RESPONSE LETTER

[Schering-Plough Letterhead]

July 10, 2007

Mr. James
Rosenberg

Senior Assistant Chief Accountant

Division of Corporation Finance

US Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:
Schering-Plough Corporation

Form 10-Q for the Quarterly Period Ended March 31, 2007

Dear Mr. Rosenberg:

        Set forth below is Schering-Plough’s response to an oral comment received
from Ms. Kei Ino, of the Staff on June 28, 2007. We have included a summary of
the oral comment for your reference.

SEC
Comment:

Form 10-Q for the Quarterly
Period Ended March 31, 2007

Statements
of Condensed Consolidated Cash Flows, page 2

Comment
1:  The Staff requested that Schering-Plough provide a draft of a
proposed enhanced disclosure for future filings related to the classification
of “Purchase of derivative instruments” as an operating cash flow.

Schering-Plough
Supplemental Response:

The
following is a draft excerpt from note disclosure to the
consolidated financial statements:

OTHER INCOME, NET [In Part]

        In March 2007, as part of an overall risk management strategy and in
consideration of various preliminary financing scenarios associated with the
planned acquisition of Organon BioSciences, Schering-Plough purchased a Euro
denominated currency option (derivative) for US
$130 million. This derivative
did not qualify for hedge accounting in accordance with SFAS 133,
“Derivative Instruments and Financial Hedging Activities,”
as amended. The change in fair
value of this derivative is recognized each period in the Statement
of Condensed
Consolidated Operations. For the three and six month periods ending June
30, 2007, Schering-Plough recognized losses of $X million and $X million on the
mark-to-market of this foreign currency option. The fair value of this currency
option was $X million at June 30, 2007. This derivative is short-term (trading)
in nature and does not hedge a specific financing or investment
transaction. Accordingly, the cash impacts of this derivative have been classified as
operating cash flows in the Statement of Condensed Consolidated Cash Flows.

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The
following is a draft excerpt of the analysis of operating cash flows from Item 2. Management’s Discussion
and Analysis of Financial
Condition and Results of Operations:

LIQUIDITY AND
FINANCIAL RESOURCES
   Discussion of Cash
Flow [In Part]

   Operating
Activities

        During
March 2007 the company purchased a foreign currency option for $130
million as part of an overall risk management strategy and in consideration of
various preliminary financing scenarios associated with the planned acquisition
of Organon BioSciences. See “Foreign Currency Exchange Risk” included in Item
3. “Quantitative and Qualitative Disclosures about Market Risk,” for additional
information about this foreign currency option. This derivative is short-term
(trading) in nature and does not hedge a specific financing or investment
transaction. Accordingly, the cash impacts of this derivative have been
classified as operating cash flows in the Statement of Condensed Consolidated
Cash Flows.

The
following is a draft excerpt from
Item 3:

Item 3.
Quantitative and Qualitative Disclosures about Market Risk [In Part]

Schering-Plough is exposed to market risk primarily from changes in
foreign currency exchange rates and, to a lesser extent, from interest rates
and equity prices. The impact of currency is more pronounced on products and
businesses that are concentrated in Europe.

Foreign
Currency Exchange Risk

        In March 2007, as part of an overall risk management strategy and in
consideration of various preliminary financing scenarios associated with the
planned acquisition of Organon BioSciences, Schering-Plough entered into an
option contract to mitigate its foreign currency exposure in the event there
was a significant strengthening in the Euro as compared to the U.S. Dollar. At
June 30, 2007 Schering-Plough had an option to purchase 7.7 billion Euro at
$1.38 per Euro expiring on December 31, 2007. At June 30, 2007 a 5 percent
decrease in value of the U.S. dollar as compared to the Euro would have
resulted in an unrealized gain of approximately $X million and a five percent
strengthening of the U.S. dollar as compared to the Euro would have resulted in
an unrealized loss of approximately $X million.

* * * * *

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        I can be reached at (908) 298-7274, and if I am not available, please
contact Susan Wolf, Corporate Secretary and Associate General Counsel, at (908)
298-7354. Thank you.

Very truly yours,

/s/ Steven H. Koehler

_____________________________

Steven H. Koehler

Vice President and Controller

cc:    Jim Atkinson, SEC Accounting Branch Chief

Kei Ino, SEC Staff Accountant

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