Registration No. 333-

              SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549
                           ----------
                              FORM S-8
                       REGISTRATION STATEMENT
                               UNDER
                      THE SECURITIES ACT OF 1933
                           ----------
                     SCHERING-PLOUGH CORPORATION
     (Exact name of Registrant as specified in its charter)

New Jersey                              22-1918501
(State or Other                         (I.R.S. Employer
Jurisdiction of                         Identification Number)
Incorporation or
Organization)
                        One Giralda Farms
                  Madison, New Jersey 07940-1000
      (Address of Principal Executive Offices) (Zip Code)

                           ----------
                       The Schering-Plough
                     Employees' Savings Plan
                     (Full Title of the Plan)

                           ----------

                     WILLIAM J. SILBEY, ESQ.
  Staff Vice President, Associate General Counsel and Secretary
                   Schering-Plough Corporation
                        One Giralda Farms
                 Madison, New Jersey 07940-1000
             (Name and address of agent for service)

                         (973) 822-7000
  (Telephone number, including Area Code, of Agent for Service)

                           ----------
                 CALCULATION OF REGISTRATION FEE

Title of securities                   Amount to be
to be registered (1)                   registered

Common Stock, $.50 par value (3)         2,000,000 Shares

Proposed maximum offering price per share (2)    $52.75

Proposed maximum aggregate offering price (2)    $105,500,000

Amount of registration fee       $29,329.00


(1) In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.

(2) Calculated pursuant to Rule 457(c) and 457(h) based upon the
average of the high and low prices reported on the New York Stock
Exchange on September 9, 1999.

(3) Includes one attached Preferred Share Purchase Right per
share.



                              PART I

        INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          Documents relating to the Schering-Plough Employees'
Savings Plan (the "Plan") and containing the information
specified in this Part I will be sent or given to participants
under the Plan pursuant to Rule 428(b)(1) under the Securities
Act of 1933 (the "Act").  These documents, together with the
documents incorporated by reference herein pursuant to Item 3 of
Part II below, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Act.
                              PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.  Incorporation of Documents by Reference.
          The following documents which have been filed with the
Securities and Exchange Commission (the "Commission") are hereby
incorporated by reference:
          (a)  the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1998 (file no.1-6571) (the
"1998 Form 10-K");
          (b)  the Plan's Annual Report on Form 11-K for the
fiscal year ended December 31, 1998;
          (c)  the Registrant's Quarterly Report on Form 10-Q for
the three months ended March 31, 1999 and June 30, 1999;
          (d)  the description of Common Stock and Preferred
Share Purchase Rights set forth in the Registrant's registration
statements on Form 8-A filed with the Commission pursuant to
Section 12 of the Securities Exchange Act of 1934 (the "Exchange
Act") and any amendment or report filed for the purpose of
updating such descriptions; and
          (e)  the information contained in the Registrant's
Proxy Statement dated March 10, 1999 for its Annual Meeting of
Shareholders held on April 27, 1999 that has been incorporated by
reference in the 1998 Form 10-K.
          All documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement and prior to the filing of a
post-effective amendment hereto that indicates that all
securities offered have been sold or that deregisters all such
securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
          Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed
document that also is incorporated or deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4.  Description of Securities.
          Not applicable.

Item 5.  Interests of Named Experts and Counsel.
          None.
Item 6.  Indemnification of Directors and Officers.
          The Registrant is organized under the laws of the State
of New Jersey.  The New Jersey Business Corporation Act provides
that a New Jersey corporation has the power generally to
indemnify its directors, officers, employees and other agents
against expenses and liabilities in connection with any
proceeding involving such person by reason of his being a
corporation agent, other than a proceeding by or in the right of
the corporation, if such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal
proceeding, such person had no reasonable cause to believe his
conduct was unlawful.  In the case of an action brought by or in
the right of the corporation, indemnification of directors,
officers, employees and other agents against expenses is
permitted if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation; however, no indemnification is permitted in
respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation, unless
and only to the extent that the New Jersey Superior Court, or the
court in which such proceeding was brought, shall determine upon
application that despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly
and reasonably entitled to such indemnification.  Expenses
incurred by a director, officer, employee or other agent in
connection with a proceeding may be, under certain circumstances,
paid by the corporation in advance of the final disposition of
the proceeding as authorized by the board of directors.  The
power to indemnify and advance expenses under the Act does not
exclude other rights to which a director, officer, employee or
other agent of the corporation may be entitled to under the
certificate of incorporation, by laws, agreement, vote of
stockholders, or otherwise provided that no indemnification is
permitted to be made to or on behalf of such person if a judgment
or other final adjudication adverse to such person establishes
that his acts or omissions were in breach of his duty of loyalty
to the corporation, were not in good faith or involved a
violation of the law, or resulted in the receipt of such person
of an improper personal benefit.

          The Registrant's Certificate of Incorporation provides
that directors and officers of the Registrant shall not be
personally liable to the Registrant or its shareholders for
damages for breach of any duty owed to the Registrant or its
shareholders, except for liability for any breach of duty based
upon an act or omission (i) in breach of such persons' duty of
loyalty to the Registrant or its shareholders, (ii) not in good
faith or involving a knowing violation of law or (iii) resulting
in receipt by such persons of an improper personal benefit.

          The Certificate of Incorporation of the Registrant also
provides that each person who was or is made a party or is
threatened to be made a party to or who is involved in any
pending, threatened or completed civil, criminal, administrative
or arbitrative action, suit or proceeding, or any appeal therein
or any inquiry or investigation which could lead to such action,
suit or proceeding (a "proceeding"), by reason of his or her
being or having been a director, officer, employee, or agent of
the Registrant or of any constituent corporation absorbed by the
Registrant in a consolidation or merger, or by reason of his or
her being or having been a director, officer, trustee, employee
or agent of any other corporation (domestic or foreign) or of any
partnership, joint venture, sole proprietorship, trust, employee
benefit plan or other enterprise (whether or not for profit),
serving as such at the request of the Registrant or of any such
constituent corporation, or the legal representative of any such
director, officer, trustee, employee or agent, shall be
indemnified and held harmless by the Registrant to the fullest
extent permitted by the New Jersey Business Corporation Act, as
the same exists or may be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the
Registrant to provide broader indemnification rights than said
Act permitted prior to such amendment), from and against any and
all reasonable costs, disbursements and attorneys' fees, and any
and all amounts paid or incurred in satisfaction of settlements,
judgments, fines and penalties, incurred or suffered in
connection with any such proceeding, and such indemnification
shall continue as to a person who has ceased to be a director,
officer, trustee, employee or agent and shall inure to the
benefit of his or her heirs, executors, administrators and
assigns; provided, however, that, the Registrant shall indemnify
any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was specifically authorized by
the Board of Directors of the Registrant.  The right to
indemnification created by the Certificate of Incorporation shall
be a contract right and shall include the right to be paid by the
Registrant the expenses incurred in connection with any
proceeding in advance of the final disposition of such proceeding
as authorized by the Board of Directors; provided, however, that,
if the New Jersey Business Corporation Act so requires, the
payment of such expenses in advance of the final disposition of a
proceeding shall be made only upon receipt by the Registrant of
an undertaking, by or on behalf of such director, officer,
employee, or agent to repay all amounts so advanced unless it
shall ultimately be determined that such person is entitled to be
indemnified under the Certificate of Incorporation or otherwise.
The right to indemnification and advancement of expenses provided
by or granted pursuant to the Certificate of Incorporation shall
not exclude or be exclusive of any other rights to which any
person may be entitled under a certificate of incorporation, by-
law, agreement, vote of shareholders or otherwise, provided that
no indemnification shall be made to or on behalf of such person
if a judgment or other final adjudication adverse to such person
establishes that such person has not met the applicable standard
of conduct required to be met under the New Jersey Business
Corporation Act.

          The Registrant may purchase and maintain insurance on
behalf of any director, officer, employee or agent of the
Registrant or another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise against any
expenses incurred in any proceeding and any liabilities asserted
against him or her by reason of such person's being or having
been such a director, officer, employee or agent, whether or not
the Registrant would have the power to indemnify such person
against such expenses and liabilities under the provisions of the
Certificate of Incorporation or otherwise.  The Registrant
maintains such insurance on behalf of its directors and officers.

          The foregoing statements are subject to the detailed
provisions of the New Jersey Business Corporation Act and the
Registrant's Certificate of Incorporation.
Item 7.  Exemption from Registration Claimed.
          Not applicable.
Item 8.  Exhibits.
Exhibit
Number                        Description
4.1  Certificate of Incorporation, as amended (incorporated by
reference to Exhibit 3(i) to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995, file no 1-6571).
Certificate of Amendment of Certificate of Incorporation
(incorporated by reference to Exhibit 3 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1997, file no. 1-6571).
4.2  By-laws, as amended (incorporated by reference to Exhibit
4(2) to the Registrant's Registration Statement on Form S-3,
Registration No. 333-00853).  Amendment to By-laws, effective
September 22, 1998 (incorporated by reference to Exhibit 4 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998, file no. 1-6571).
4.3  Rights Agreement dated as of June 24, 1997 by and between
the Registrant and The Bank of New York (incorporated by
reference to Exhibit 1 of Form 8-A filed by the Registrant on
June 30, 1997 with the Securities and Exchange Commission, file
no. 1-6571).
4.4*  Schering-Plough Employees' Savings Plan, as amended
5  The registrant hereby undertakes to submit the Schering-Plough
Employees' Savings Plan, as amended (the "Plan"), and any
amendment thereto, to the Internal Revenue Service ("IRS") in a
timely manner and will make all changes required by the IRS in
order to qualify the Plan under Section 401 of the Internal
Revenue Code.
23*  Consent of Deloitte & Touche LLP
24*  Powers of Attorney
_______________________
* Filed herewith.
Item 9.  Undertakings.
          (a)  The undersigned Registrant hereby undertakes:
               (1)  To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
                    (i)  To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
                    (ii)  To reflect in the prospectus any facts
or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
                    (iii)  To include any material information
with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
          provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form
S-3, Form S-8 or Form F-3 and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
               (2)  That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
               (3)  To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
          (b)  The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
          (h)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing  provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

                           SIGNATURES

          Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the Boro of Madison, State of New Jersey, on the 10th day of
September, 1999.
                                   SCHERING-PLOUGH CORPORATION

                                   By:             *
                                        _________________________
                                        Richard Jay Kogan,
                                        Chairman of the Board and
                                        Chief Executive Officer

          Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the indicated capacities on September 10,
1999.

Signatures                          Title


           *
______________________
Richard Jay Kogan       Chairman of the Board and
                        Chief Executive Officer, and
                        Director (Principal Executive
                        Officer)
           *
______________________
Raul E. Cesan           President and Chief
                        Operating Officer, and
                        Director
           *
______________________
Hugh A. D'Andrade       Vice Chairman of the Board
                        and Chief Administrative
                        Officer, and Director
           *
______________________
Jack L. Wyszomierski    Executive Vice President and
                        Chief Financial Officer
                        (Principal Financial Officer)

           *
______________________
Thomas H. Kelly         Vice President and
                        Controller (Principal
                        Accounting Officer)
           *
______________________
Hans W. Becherer        Director
           *
______________________
David C. Garfield       Director
           *
______________________
Regina E. Herzlinger    Director
           *
______________________
Robert P. Luciano       Director
           *
______________________
Donald L. Miller        Director
           *
______________________
H. Barclay Morley       Director
           *
______________________
Carl E. Mundy, Jr.      Director
           *
______________________
Richard de J. Osborne   Director
           *
______________________
Patricia F. Russo       Director
           *
______________________
William A. Schreyer     Director
           *
______________________
Robert F.W. van Oordt   Director
           *
______________________
James Wood              Director


*Thomas H. Kelly hereby signs this Registration Statement on Form
S-8 on behalf of each of the indicated persons for whom he is
attorney-in-fact on September 10, 1999 pursuant to a power of
attorney filed herewith.


By:   /s/Thomas H. Kelly
      Thomas H. Kelly
      Attorney-in-Fact



     Pursuant to the requirements of the Securities Act of 1933,
the Schering-Plough Corporation Employees' Savings Plan has duly
caused this registration statement to be signed on its behalf by
the undersigned members of the Schering-Plough Corporation
Employee Benefits Committee, thereunto duly authorized, in the
Boro of Madison, State of New Jersey on September 10, 1999.






           *
_________________________
John P. Ryan, Chairman

           *
_________________________
Daniel A. Nichols, Member

           *
_________________________
E. Kevin Moore, Member

           *
_________________________
William J. Silbey, Member

           *
_________________________
Vincent Sweeney, Member


*William J. Silbey hereby signs this Registration Statement on
Form S-8 on behalf of each of the indicated persons for whom he
is attorney-in-fact on September 10, 1999 pursuant to a power of
attorney filed herewith.


By:   /s/William J. Silbey
      William J. Silbey
      Attorney-in-Fact




EXHIBIT INDEX


Exhibit
Number                           Description

4.4        Schering-Plough Employees' Savings Plan, as amended
23         Consent of Deloitte & Touche LLP
24         Powers of Attorney


























          51056

1



                 2
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Registration No. 333-

              SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549
                           ----------
                              FORM S-8
                       REGISTRATION STATEMENT
                               UNDER
                      THE SECURITIES ACT OF 1933
                           ----------
                     SCHERING-PLOUGH CORPORATION
     (Exact name of Registrant as specified in its charter)

New Jersey                              22-1918501
(State or Other                         (I.R.S. Employer
Jurisdiction of                         Identification Number)
Incorporation or
Organization)
                        One Giralda Farms
                  Madison, New Jersey 07940-1000
      (Address of Principal Executive Offices) (Zip Code)

                           ----------
                       The Schering-Plough
                     Employees' Savings Plan
                     (Full Title of the Plan)

                           ----------

                     WILLIAM J. SILBEY, ESQ.
  Staff Vice President, Associate General Counsel and Secretary
                   Schering-Plough Corporation
                        One Giralda Farms
                 Madison, New Jersey 07940-1000
             (Name and address of agent for service)

                         (973) 822-7000
  (Telephone number, including Area Code, of Agent for Service)

                           ----------
                 CALCULATION OF REGISTRATION FEE

Title of securities                   Amount to be
to be registered (1)                   registered

Common Stock, $.50 par value (3)         2,000,000 Shares

Proposed maximum offering price per share (2)    $52.75

Proposed maximum aggregate offering price (2)    $105,500,000

Amount of registration fee       $29,329.00

(1) In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.

(2) Calculated pursuant to Rule 457(c) and 457(h) based upon the
average of the high and low prices reported on the New York Stock
Exchange on September 9, 1999.

(3) Includes one attached Preferred Share Purchase Right per
share.

                              PART I

        INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          Documents relating to the Schering-Plough Employees'
Savings Plan (the "Plan") and containing the information
specified in this Part I will be sent or given to participants
under the Plan pursuant to Rule 428(b)(1) under the Securities
Act of 1933 (the "Act").  These documents, together with the
documents incorporated by reference herein pursuant to Item 3 of
Part II below, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Act.
                              PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.  Incorporation of Documents by Reference.
          The following documents which have been filed with the
Securities and Exchange Commission (the "Commission") are hereby
incorporated by reference:
          (a)  the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1998 (file no.1-6571) (the
"1998 Form 10-K");
          (b)  the Plan's Annual Report on Form 11-K for the
fiscal year ended December 31, 1998;
          (c)  the Registrant's Quarterly Report on Form 10-Q for
the three months ended March 31, 1999 and June 30, 1999;
          (d)  the description of Common Stock and Preferred
Share Purchase Rights set forth in the Registrant's registration
statements on Form 8-A filed with the Commission pursuant to
Section 12 of the Securities Exchange Act of 1934 (the "Exchange
Act") and any amendment or report filed for the purpose of
updating such descriptions; and
          (e)  the information contained in the Registrant's
Proxy Statement dated March 10, 1999 for its Annual Meeting of
Shareholders held on April 27, 1999 that has been incorporated by
reference in the 1998 Form 10-K.
          All documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement and prior to the filing of a
post-effective amendment hereto that indicates that all
securities offered have been sold or that deregisters all such
securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
          Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed
document that also is incorporated or deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4.  Description of Securities.
          Not applicable.

Item 5.  Interests of Named Experts and Counsel.
          None.
Item 6.  Indemnification of Directors and Officers.
          The Registrant is organized under the laws of the State
of New Jersey.  The New Jersey Business Corporation Act provides
that a New Jersey corporation has the power generally to
indemnify its directors, officers, employees and other agents
against expenses and liabilities in connection with any
proceeding involving such person by reason of his being a
corporation agent, other than a proceeding by or in the right of
the corporation, if such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal
proceeding, such person had no reasonable cause to believe his
conduct was unlawful.  In the case of an action brought by or in
the right of the corporation, indemnification of directors,
officers, employees and other agents against expenses is
permitted if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation; however, no indemnification is permitted in
respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation, unless
and only to the extent that the New Jersey Superior Court, or the
court in which such proceeding was brought, shall determine upon
application that despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly
and reasonably entitled to such indemnification.  Expenses
incurred by a director, officer, employee or other agent in
connection with a proceeding may be, under certain circumstances,
paid by the corporation in advance of the final disposition of
the proceeding as authorized by the board of directors.  The
power to indemnify and advance expenses under the Act does not
exclude other rights to which a director, officer, employee or
other agent of the corporation may be entitled to under the
certificate of incorporation, by laws, agreement, vote of
stockholders, or otherwise provided that no indemnification is
permitted to be made to or on behalf of such person if a judgment
or other final adjudication adverse to such person establishes
that his acts or omissions were in breach of his duty of loyalty
to the corporation, were not in good faith or involved a
violation of the law, or resulted in the receipt of such person
of an improper personal benefit.

          The Registrant's Certificate of Incorporation provides
that directors and officers of the Registrant shall not be
personally liable to the Registrant or its shareholders for
damages for breach of any duty owed to the Registrant or its
shareholders, except for liability for any breach of duty based
upon an act or omission (i) in breach of such persons' duty of
loyalty to the Registrant or its shareholders, (ii) not in good
faith or involving a knowing violation of law or (iii) resulting
in receipt by such persons of an improper personal benefit.

          The Certificate of Incorporation of the Registrant also
provides that each person who was or is made a party or is
threatened to be made a party to or who is involved in any
pending, threatened or completed civil, criminal, administrative
or arbitrative action, suit or proceeding, or any appeal therein
or any inquiry or investigation which could lead to such action,
suit or proceeding (a "proceeding"), by reason of his or her
being or having been a director, officer, employee, or agent of
the Registrant or of any constituent corporation absorbed by the
Registrant in a consolidation or merger, or by reason of his or
her being or having been a director, officer, trustee, employee
or agent of any other corporation (domestic or foreign) or of any
partnership, joint venture, sole proprietorship, trust, employee
benefit plan or other enterprise (whether or not for profit),
serving as such at the request of the Registrant or of any such
constituent corporation, or the legal representative of any such
director, officer, trustee, employee or agent, shall be
indemnified and held harmless by the Registrant to the fullest
extent permitted by the New Jersey Business Corporation Act, as
the same exists or may be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the
Registrant to provide broader indemnification rights than said
Act permitted prior to such amendment), from and against any and
all reasonable costs, disbursements and attorneys' fees, and any
and all amounts paid or incurred in satisfaction of settlements,
judgments, fines and penalties, incurred or suffered in
connection with any such proceeding, and such indemnification
shall continue as to a person who has ceased to be a director,
officer, trustee, employee or agent and shall inure to the
benefit of his or her heirs, executors, administrators and
assigns; provided, however, that, the Registrant shall indemnify
any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was specifically authorized by
the Board of Directors of the Registrant.  The right to
indemnification created by the Certificate of Incorporation shall
be a contract right and shall include the right to be paid by the
Registrant the expenses incurred in connection with any
proceeding in advance of the final disposition of such proceeding
as authorized by the Board of Directors; provided, however, that,
if the New Jersey Business Corporation Act so requires, the
payment of such expenses in advance of the final disposition of a
proceeding shall be made only upon receipt by the Registrant of
an undertaking, by or on behalf of such director, officer,
employee, or agent to repay all amounts so advanced unless it
shall ultimately be determined that such person is entitled to be
indemnified under the Certificate of Incorporation or otherwise.
The right to indemnification and advancement of expenses provided
by or granted pursuant to the Certificate of Incorporation shall
not exclude or be exclusive of any other rights to which any
person may be entitled under a certificate of incorporation, by-
law, agreement, vote of shareholders or otherwise, provided that
no indemnification shall be made to or on behalf of such person
if a judgment or other final adjudication adverse to such person
establishes that such person has not met the applicable standard
of conduct required to be met under the New Jersey Business
Corporation Act.

          The Registrant may purchase and maintain insurance on
behalf of any director, officer, employee or agent of the
Registrant or another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise against any
expenses incurred in any proceeding and any liabilities asserted
against him or her by reason of such person's being or having
been such a director, officer, employee or agent, whether or not
the Registrant would have the power to indemnify such person
against such expenses and liabilities under the provisions of the
Certificate of Incorporation or otherwise.  The Registrant
maintains such insurance on behalf of its directors and officers.

          The foregoing statements are subject to the detailed
provisions of the New Jersey Business Corporation Act and the
Registrant's Certificate of Incorporation.
Item 7.  Exemption from Registration Claimed.
          Not applicable.
Item 8.  Exhibits.
Exhibit
Number                        Description
4.1  Certificate of Incorporation, as amended (incorporated by
reference to Exhibit 3(i) to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995, file no 1-6571).
Certificate of Amendment of Certificate of Incorporation
(incorporated by reference to Exhibit 3 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1997, file no. 1-6571).
4.2  By-laws, as amended (incorporated by reference to Exhibit
4(2) to the Registrant's Registration Statement on Form S-3,
Registration No. 333-00853).  Amendment to By-laws, effective
September 22, 1998 (incorporated by reference to Exhibit 4 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998, file no. 1-6571).
4.3  Rights Agreement dated as of June 24, 1997 by and between
the Registrant and The Bank of New York (incorporated by
reference to Exhibit 1 of Form 8-A filed by the Registrant on
June 30, 1997 with the Securities and Exchange Commission, file
no. 1-6571).
4.4*  Schering-Plough Employees' Savings Plan, as amended
5  The registrant hereby undertakes to submit the Schering-Plough
Employees' Savings Plan, as amended (the "Plan"), and any
amendment thereto, to the Internal Revenue Service ("IRS") in a
timely manner and will make all changes required by the IRS in
order to qualify the Plan under Section 401 of the Internal
Revenue Code.
23*  Consent of Deloitte & Touche LLP
24*  Powers of Attorney
_______________________
* Filed herewith.
Item 9.  Undertakings.
          (a)  The undersigned Registrant hereby undertakes:
               (1)  To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
                    (i)  To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
                    (ii)  To reflect in the prospectus any facts
or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
                    (iii)  To include any material information
with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
          provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form
S-3, Form S-8 or Form F-3 and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
               (2)  That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
               (3)  To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
          (b)  The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
          (h)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing  provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

                           SIGNATURES

          Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the Boro of Madison, State of New Jersey, on the 10th day of
September, 1999.
                                   SCHERING-PLOUGH CORPORATION

                                   By:             *
                                        _________________________
                                        Richard Jay Kogan,
                                        Chairman of the Board and
                                        Chief Executive Officer

          Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the indicated capacities on September 10,
1999.

Signatures                          Title

           *
______________________
Richard Jay Kogan       Chairman of the Board and
                        Chief Executive Officer, and
                        Director (Principal Executive
                        Officer)
           *
______________________
Raul E. Cesan           President and Chief
                        Operating Officer, and
                        Director
           *
______________________
Hugh A. D'Andrade       Vice Chairman of the Board
                        and Chief Administrative
                        Officer, and Director
           *
______________________
Jack L. Wyszomierski    Executive Vice President and
                        Chief Financial Officer
                        (Principal Financial Officer)

           *
______________________
Thomas H. Kelly         Vice President and
                        Controller (Principal
                        Accounting Officer)
           *
______________________
Hans W. Becherer        Director
           *
______________________
David C. Garfield       Director
           *
______________________
Regina E. Herzlinger    Director
           *
______________________
Robert P. Luciano       Director
           *
______________________
Donald L. Miller        Director
           *
______________________
H. Barclay Morley       Director
           *
______________________
Carl E. Mundy, Jr.      Director
           *
______________________
Richard de J. Osborne   Director
           *
______________________
Patricia F. Russo       Director
           *
______________________
William A. Schreyer     Director
           *
______________________
Robert F.W. van Oordt   Director
           *
______________________
James Wood              Director

*Thomas H. Kelly hereby signs this Registration Statement on Form
S-8 on behalf of each of the indicated persons for whom he is
attorney-in-fact on September 10, 1999 pursuant to a power of
attorney filed herewith.

By:   /s/Thomas H. Kelly
      Thomas H. Kelly
      Attorney-in-Fact

     Pursuant to the requirements of the Securities Act of 1933,
the Schering-Plough Corporation Employees' Savings Plan has duly
caused this registration statement to be signed on its behalf by
the undersigned members of the Schering-Plough Corporation
Employee Benefits Committee, thereunto duly authorized, in the
Boro of Madison, State of New Jersey on September 10, 1999.

           *
_________________________
John P. Ryan, Chairman

           *
_________________________
Daniel A. Nichols, Member

           *
_________________________
E. Kevin Moore, Member

           *
_________________________
William J. Silbey, Member

           *
_________________________
Vincent Sweeney, Member

*William J. Silbey hereby signs this Registration Statement on
Form S-8 on behalf of each of the indicated persons for whom he
is attorney-in-fact on September 10, 1999 pursuant to a power of
attorney filed herewith.

By:   /s/William J. Silbey
      William J. Silbey
      Attorney-in-Fact

EXHIBIT INDEX

Exhibit
Number                           Description

4.4        Schering-Plough Employees' Savings Plan, as amended
23         Consent of Deloitte & Touche LLP
24         Powers of Attorney

          51056

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