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CORRESP

[Schering-Plough Letterhead]

April 9, 2008

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-K for the year ended December 31, 2007

Dear Mr. Rosenberg:

     Set forth below is Schering-Plough’s response to the staff’s comments on Schering-Plough’s
Form 10-K for the Year Ended December 31, 2007 by letter dated March 26, 2008.

SEC Comment:

Form 10-K for the year ended December 31, 2007

 Item7. Management’s Discussion and Analysis of Financial Condition, page 31" -->

 Item7. Management’s Discussion and Analysis of Financial Condition, page 31

Liquidity and Financial Resources, page 43

Contractual Obligations and Off-Balance Sheet Arrangements, page 48

Comment 1: Since interest obligations relating to long-term debt appear to represent
material future obligations, please revise the table here to include the future interest payments on this
debt. Also provide us with your analysis related to the applicability of the inclusion of the
dividends that you pay related to the preferred shares. In addition, quantify in your footnote two
the aggregate potential milestone payments that have been excluded from the table and the events
that would trigger these payments. Refer to Financial Reporting Release 72.

Mr. James Rosenberg

Securities and Exchange Commission

April 9, 2008

-2-

Schering-Plough Response:

In Schering-Plough’s next filing that is required to include a Contractual Obligations Table
(expected to be the 2008 10-K), future interest amounts related to long-term debt will be
quantified and included in the Contractual Obligations Table.

In analyzing Schering-Plough’s preferred stock requirements, management determined that these
payments should be considered a contractual obligation given that these dividends accrue at a
stated rate and are cumulative from the date of issuance.

Aggregate potential milestone payments would include all
discovery, research, development and sales based milestones. Management believes that disclosure of this aggregate
amount would potentially be misleading as the triggering events for these payments may never occur and a significant
portion of these milestone payments will never be made.

In preparing the Contractual Obligations Table management
would include material potential milestone amounts that are likely to
be paid over the company’s strategic planning period of 5 years. Management believes that these amounts
provide more relevant information to readers of the financial statements.

Market Risk Disclosure, page 58

Foreign Currency Exchange Risk, Page 58

Comment 2: Please revise to quantify the foreign currency risk in one of the three required
formats. Refer to Item 3-05(a)(1) of Regulation S-X.

Schering-Plough Response:

At December 31, 2007, Schering-Plough did not have material foreign currency risk sensitive
instruments that were entered into for trading purposes or for other than trading purposes as
described in Item 305(a)(1) of Regulation S-K. As noted in the disclosure under “Foreign Currency
Exchange Risk,” Schering-Plough had no open foreign currency option contracts as of December 31,
2007. In addition, open forward foreign currency contracts at December 31, 2007 were not material.

Mr. James Rosenberg

Securities and Exchange Commission

April 9, 2008

-3-

In Schering-Plough’s 2007 quarterly disclosures, at times when there were open foreign currency
option contracts, specific disclosures were made regarding the sensitivities of these open foreign
currency option contracts to changes in the currency underlying those contracts.

Schering-Plough will continue to evaluate the need for such disclosure in future filings.

Item 8. Financial statements and Supplementary Data, page 60" -->

Item 8. Financial statements and Supplementary Data, page 60

Notes to Consolidated Financial Statements, page 65

2. Acquisitions, page 69

Comment 3: Please revise to quantify the acquired patents and trademarks by product type in
order to better allow an investor to understand the connection between these rights and the
revenues that are generated from the acquired business.

Schering-Plough Response:

In Schering-Plough’s next quarterly report on Form 10-Q (for the quarterly period ended March 31,
2008) expanded detail of the patents and trademarks acquired in the Organon BioSciences acquisition
will be presented. This detail will be presented by segment (Human Prescription Pharmaceuticals and
Animal Health).

The following is a draft excerpt of disclosure that will be included in the “Acquisition” Note to
Condensed Consolidated Financial Statements of the March 31, 2008 10-Q:

Mr. James Rosenberg

Securities and Exchange Commission

April 9, 2008

-4-

2. ACQUISITION

[In Part]

     The purchase price allocation to identifiable intangible assets as of March 31, 2008 is as
follows:

    Weighted
Average

    Dollars, in

    Amortization
Period

    Intangible assets with determinable lives:

    millions

(years)

    Human Prescription Pharmaceuticals

    Patents

    $
    x,xxx

    xx

    Trademarks

    x,xxx

    xx

    Total Human Prescription Pharmaceuticals

    $
    x,xxx

    Animal Health

    Trademarks

    $
    x,xxx

    xx

    Total intangible assets

    $
    x,xxx

     The weighted average life of total intangibles is approximately xx years. The intangible
assets have no significant residual value. There were no acquired intangible assets that were
determined to have an indefinite life.

18. Segment Information, Page 100

Long-Lived Assets by Geographic Location, page 103

Comment 4: Please revise to exclude intangible assets from the table presented here. Refer
to question 22 in the FASB Implementation Guide to  FAS 131.

Schering-Plough Response:

In
preparing the December 31, 2007 financial statements management
considered various presentations for the inclusion of intangible
assets as part of Long-Lived Assets by Geographic Location, noting
diversity in practice.

In Schering-Plough’s next filing that is required to include Long-Lived Assets by Geographic
Location (expected to be the 2008 10-K), intangible assets will not be included in the asset
amounts presented in this table.

The following is the disclosure of Long-Lived Assets by Geographic Location at December 31, 2007
excluding intangible assets. The table below presents supplemental information in a format that
will be updated and provided in the 2008 10-K.

Mr. James Rosenberg

Securities and Exchange Commission

April 9, 2008

-5-

18. SEGMENT INFORMATION

[In Part]

    Long-Lived Assets by Geographic Location

    2007

    2006

    2005

    (Dollars in millions)

    United States

    $
    2,863

    $
    2,547

    $
    2,538

    Netherlands

    1,320

    1

    1

    Ireland

    719

    488

    486

    Singapore

    822

    824

    840

    Other

    1,599

    804

    908

    Total

    $
    7,323

    $
    4,664

    $
    4,773

     Long-lived assets shown by geographic location are primarily property. The significant
increase in long-lived assets as of December 31, 2007 is due to the OBS acquisition.

Merck / Schering-Plough Cholesterol Partnership Combined Financial Statements, page 117

Notes to Combined Financial statements, page 128

2. Summary of Significant Accounting Policies, Page 131

Concentrations of Credit Risk, Page 132

Comment 5: Please revise to quantify the net sales made to each of the three major
customers referenced in this note to the extent they exceed 10% of your net revenue, instead of
quantifying it on an aggregate basis. Refer to paragraph 39 of SFAS 131

Schering-Plough Response:

The combined financial statements of the Merck/Schering-Plough Cholesterol Partnership (the joint
venture) are prepared by management of this joint venture. Schering-Plough accounts for its share
of the activity of this joint venture with Merck & Co., Inc. (Merck) using the equity method of
accounting. Schering-Plough’s management has discussed this comment with management of the joint
venture as well as management of Merck. The financial statements of the joint venture are included
in Schering-Plough’s 10-K as required by Rule 3-09 of Regulation S-X.

Mr. James Rosenberg

Securities and Exchange Commission

April 9, 2008

-6-

It should be noted that paragraph 9 of SFAS 131 states that SFAS 131 applies to public business
enterprises. The joint venture is not a public business enterprise as defined in paragraph 9 of
SFAS 131 and therefore is not required to include the segment disclosures required by SFAS 131 (as
further supported by question 1 in the FASB Implementation Guide of SFAS 131). Management of the
joint venture included the disclosure cited by the Staff since it believed such disclosure was
meaningful to the reader of the joint venture’s financial statements. In the combined financial
statements of the Merck/Schering-Plough Cholesterol Partnership for the year ending December 31,
2008, management of the joint venture will include disclosure of the percentage of net sales to a
customer, if such net sales exceed 10% of total net sales on a
specific customer basis, in response to the Staff’s comments.
Such financial statements are expected to be filed with Schering-Plough’s 2008 Form 10-K.

* * * * *

     We acknowledge that: (1) Schering-Plough Corporation is responsible for the adequacy and
accuracy of the disclosure in the filing; (2) 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 (3) Schering-Plough Corporation may not assert staff comments as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws
of the United States.

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

Very truly yours,

Steven H. Koehler
Vice President and Controller

    cc:

    Jim Atkinson, SEC Accounting Branch Chief
Kei Ino, SEC Staff Accountant