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CORRESP
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CORRESP

[Schering-Plough Letterhead]

April 18, 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 oral comments received from Ms. Kei Ino of
the Staff on April 11, 2008. We have included a summary of the
oral comments for your reference.

SEC Comment:

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

 Item 7. Management’s Discussion and Analysis of Financial Condition, page 31" -->

 Item 7. 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: The Staff requested that Schering-Plough provide a draft of the proposed
additional disclosure in the notes to the Contractual Obligations Table that quantifies potential
milestone payments that have been excluded from the table and the events that would trigger these
payments.

Comment 2: The Staff requested that Schering-Plough supplementally provide a revised
Contractual Obligations Table at December 31, 2007 that includes interest related to Long-term debt
obligations.

Mr. James Rosenberg

Securities and Exchange Commission

April 18, 2008

-2-

Schering-Plough Response:

The
following is the requested information in disclosure-type format of the Contractual Obligations Table at December 31, 2007
that includes interest amounts related to debt obligations and additional disclosures related to
potential milestone payments. The table below presents supplemental information in a format that
will be updated and provided in Schering-Plough’s 2008 10-K.

     Contractual Obligations and Off-Balance Sheet Arrangements

     Schering-Plough has various contractual obligations that are reported as liabilities in the
Consolidated Balance Sheets and others that are not required to be recognized as liabilities such
as certain purchase commitments and other executory contracts. The following table summarizes
payments due by period under Schering-Plough’s known contractual obligations at December 31, 2007.

    Payments Due by Period

    Less

    More

    than

    1-3

    3-5

    than

    Total

    1 Year

    Years

    Years

    5 Years

    (Dollars in millions)

    Short-term borrowings and current portion of long-term debt

    $
    461

    $
    461

    $
    —

    $
    —

    $
    —

    Long-term debt obligations

    9,019

    —

    752

    1,657

    6,610

    Interest related to debt obligations

    6,249

    550

    1,005

    924

    3,770

    Operating lease obligations

    907

    338

    330

    168

    71

    Purchase obligations(1)

    2,976

    2,736

    214

    21

    5

    Deferred compensation plan obligations

    192

    50

    23

    63

    56

    Other obligations(2)

    765

    363

    262

    22

    118

    Total

    $
    20,569

    $
    4,498

    $
    2,586

    $
    2,855

    $
    10,630

    (1)

    Purchase obligations include advertising and research contracts, capital expenditure
commitments and other inventory and expense items.

    Potential milestone payments of $X are not included in the above amounts. These amounts are not
included as they are contingent on the achievement of various
research and development ($X), regulatory approval ($X)
or sales based ($X) milestones. These milestone amounts do not
include amounts associated with inactive projects. Research, development and regulatory
milestones depend upon future clinical developments as well as regulatory agency actions which
may never occur. Research and development projects have a long life
cycle. Sales based milestones are contingent on generating levels of sales of current or
future products that have not been achieved and may never be achieved.

    The table also excludes those research contracts that are cancelable by Schering-Plough without
penalty. Other purchase obligations consist of both cancelable and non-cancelable items.

    (2)

    This caption includes obligations, based on undiscounted amounts, for estimated
payments under certain of Schering-Plough’s pension plans, preferred stock dividends,
management’s estimate of the current portion of unrecognized tax benefits and other
contractual obligations.

In Schering-Plough’s 10-Q for the
quarterly period ended March 31, 2008 disclosures of future
interest payments at December 31, 2007 and future milestone
payments will be made in Management’s Discussion and Analysis of Financial Condition and Results of
Operations.

Mr. James Rosenberg

Securities and Exchange Commission

April 18, 2008

-3-

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: The Staff requested that expanded disclosure be made of acquired patents and
trademarks by product type.

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 amounts for the Human Prescription Pharmaceuticals segment will also be
summarized by certain product types.

Mr. James Rosenberg

Securities and Exchange Commission

April 18, 2008

-4-

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:

2. ACQUISITION

DRAFT
[In Part]

The updated purchase price allocation of acquired identifiable intangible assets is as follows:

    Weighted Average

    Dollars, in millions

    Amortization Period (years)

    Patents:

    Women’s Health — Contraception

    $
    1,659

    11

    Women’s Health — Fertility

    1,013

    11

    Women’s Health — Other

    440

    13

    Central Nervous System

    527

    12

    Other Human Prescription Pharmaceuticals

    382

    8

    Total Patents

    $
    4,021

    Trademarks:

    Animal Health

    $
    2,608

    20

    Human Prescription Pharmaceuticals

    210

    20

    Total Trademarks

    $
    2,818

    Total Intangible Assets

    $
    6,839

     The weighted average life of total intangibles is approximately 15 years. The intangible
assets have no significant residual value. There were no acquired intangible assets that were
determined to have an indefinite life.

Mr. James Rosenberg

Securities and Exchange Commission

April 18, 2008

-5-

* * * * *

     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