As filed with the Securities and Exchange Commission on 
June 30, 1997

                           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 jurisdiction of     (I.R.S Employer 
incorporation or organization)     Identification No.)

One Giralda Farms
Madison, New Jersey 07940
(Address of Principal Executive Offices)

Schering-Plough Corporation
1997 Stock Incentive Plan
(Full title of the plan)
__________________________________________________
William J. Silbey
Schering-Plough Corporation
One Giralda Farms
Madison, New Jersey 07940
(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       Amount to   Proposed  Proposed     Amount
Securities        be       Maximum   Maximum        of
to be          Registered  Offerring Aggregate   Registra
Registered                 Price     Offering       tion
                            per       Price        Fee
___________________________Share*__________________________
Common Shares  36,000,000   $48.47 $1,744,920,000  $528,764
par value 
$1.00 
per share**   
=========================================================
* The price shown is the average of the high and low prices of the Common
  Stock on the New York Stock Exchange consolidated reporting system on
  June 24, 1997, in accordance with rule 457(c), and is being utilized
  solely for the purpose of calculating the registration fee.
**Includes one attached Preferred Share Purchase Right per share.


Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.     Plan Information.* 

Item 2.     Registrant Information and Employee Plan Annual 
Information.*

*  Information required by Part I to be contained in the Section 10(a)
   prospectus is omitted from this Registration Statement in accordance
   with Rule 428 under the Securities Act, and the "Note" to Part I of
   Form S-8.


Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

            The following documents are incorporated by reference 
in this Registration Statement:

            (a)   the description of the Registrant's common 
shares, par value $1.00 per share, contained in the Registrant's
Registration Statement on Form 8-A dated March 16, 1979 for
registration of such common shares under the Securities Exchange Act of 
1934, as amended (the "Exchange Act"), and any amendment or report filed
for the purpose of updating such description;

            (b)   the description of the Registrant's Preferred 
Share Purchase Rights contained in the 
Registrant's Registration Statement on Form 8-A 
dated July 31, 1989 for registration of such 
rights under the Exchange Act, and any amendment 
or report filed for the purpose of updating such 
description;

            (c)   the Registrant's Annual Report on Form 10-K for 
the fiscal year ended December 31, 1996 (the "1996 
Form 10-K");

            (d)   the Registrant's Quarterly Report on Form 10-Q 
for the three months ended March 31, 1997;

            (e)   the Registrant's Current Report on Form 8-K 
filed June 2, 1997; and

            (f)   the information contained in the Registrant's 
Proxy Statement dated March 21, 1997 for its 
Annual Meeting of Shareholders held on April 22, 
1997 (the "1997 Proxy Statement") that has been 
incorporated by reference in the 1996 Form 10-K.

            All documents subsequently filed by the Registrant 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange 
Act, prior to the filing of a post-effective amendment which 
indicates that all securities offered have been sold or which 
deregisters all securities then remaining unsold, shall be deemed 
to be incorporated by reference in the Registration Statement and 
to be part thereof from the date of filing of such documents.  
Any statement contained herein or in a document incorporated or 
deemed to be incorporated by reference herein shall be deemed to 
be modified or superseded for all purposes to the extent that a 
statement contained herein or in any other subsequently filed 
document that is also 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.

            William J. Silbey, Esq. is Staff Vice President, 
Secretary and Associate General Counsel of the Registrant.

Item 6.     Indemnification of Directors and Officers.

            The New Jersey Business Corporation Act provides that 
a New Jersey corporation has the power to indemnify a director or 
officer against his or her expenses and liabilities in connection 
with any proceeding involving the director or officer by reason 
of his or her being or having been such a director or officer, 
other than a proceeding by or in the right of the corporation, if 
such a director or officer acted in good faith and in a manner he 
or she reasonably believed to be in or not opposed to the best 
interests of the corporation; and with respect to any criminal 
proceeding, such director or officer had no reasonable cause to 
believe his or her conduct was unlawful.

            The indemnification and advancement of expenses shall 
not exclude any other rights, including the right to be 
indemnified against liabilities and expenses incurred in 
proceedings by or in the right of the corporation, to which a 
director or officer 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 a director or officer if a judgment or other final 
adjudication adverse to the director or officer establishes that 
his or her acts or omissions (a) were in breach of his or her 
duty of loyalty to the corporation or its shareholders, (b) were 
not in good faith or involved a knowing violation of law or (c) 
resulted in receipt by the director or officer 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 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.

            The following exhibits are filed as part of this 
Registration Statement:

4.1         Schering-Plough Corporation 1997 Stock Incentive Plan 
(incorporated by reference to Exhibit A to the 
Registrant's 1997 Proxy Statement on Schedule 14A filed 
with the Securities and Exchange Commission on March 
21, 1997.)

4.2         Certificate of Incorporation of the Registrant, as 
amended and currently in effect.

4.3         By-laws of the Registrant (incorporated by reference 
to Exhibit 4(2) to the Registrant's Registration 
Statement on Form S-3, File No. 333-853).

5           Opinion of William J. Silbey, Esq. Secretary of the 
Registrant, re:  legality of common shares being 
registered.

23.1        Consent of Deloitte & Touche LLP.

23.2        Consent of William J. Silbey, Esq. (included in 
Exhibit 5).

24          Powers of Attorney (included as part of the signature 
pages).

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 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;

                  (2)   That, for the purpose of determining any 
liability under the Securities Act of 1933, as amended (the 
"Securities Act"), 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; and

                  (3)   To remove from registration by means of 
post-effective amendment any of the securities being 
registered which remain unsold at the termination of the 
offering.

            (b)   The undersigned Registrant hereby further 
undertakes that, for purposes of determining any liability under 
the Securities Act, each filing of the Registrant's annual report 
pursuant to Section 13(a) or 15(d) of the Exchange Act 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.

            (c)   Insofar as indemnification for liability 
arising under the Securities Act 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 Securities 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 Securities Act and will be governed by the final adjudication 
of such issue.


SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 
as amended, 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 Borough of Madison, State of 
New Jersey, on the 30th day of June, 1997.

                           SCHERING-PLOUGH CORPORATION

                             By:  /s/ Richard Jay Kogan       
                             Name:   Richard Jay Kogan
                             Title:  President and Chief 
                                     Executive Officer


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose 
signature appears below constitutes and appoints Jack L. 
Wyszomierski and Thomas H. Kelly, and each of them, his true and 
lawful attorneys-in-fact and agents, each with full power of 
substitution and resubstitution, for him and in his name, place 
and stead, in any and all capacities, to sign any and all 
amendments, including post-effective amendments, to this 
Registration Statement and any and all related registration 
statements necessary to register additional securities, and to 
file the same, with all exhibits thereto, and other documents in 
connection therewith, with the Securities and Exchange 
Commission, granting unto said attorneys-in-fact and agents, and 
each of them, full power and authority to do and perform each and 
every act and thing requisite and necessary to be done, as fully 
to all intents and purposes as he might or could do in person, 
hereby ratifying and confirming all that each said attorneys-in-
fact and agents or any of them, or their or his substitute or 
substitutes, may lawfully do or cause to be done by virtue 
hereof.

     Pursuant to the requirements of the Securities Act of 1933, 
as amended, this Registration Statement has been signed below by 
the following persons in the indicated capacities on June 30, 
1997.

            Signatures                        Title

/s/ Robert P. Luciano            Chairman of the Board, Chairman of the
Robert P. Luciano                Executive Committee, and Director

/s/ Richard Jay Kogan            President and Chief Executive Officer, 
Richard Jay Kogan                and Director (Principal Executive Officer)

/s/ Hugh A. D'Andrade            Vice Chairman of the Board and Chief
Hugh A. D'Andrade                Administrative Officer, and Director

/s/ Jack L. Wyszomierski         Executive Vice President and Chief Financial
Jack L. Wyszomierski             Officer (Principal Financial Officer)

/s/ Thomas H. Kelly              Vice President and Controller
Thomas H. Kelly                  (Principal Accounting Officer)


            Signatures                        Title


/s/ Hans W. Becherer                     Director
Hans W. Becherer            


/s/ David C. Garfield                    Director
David C. Garfield


/s/ Regina E. Herzlinger                 Director
Regina E. Herzlinger


/s/ H. Barclay Morley                    Director
H. Barclay Morley


/s/ Carl E. Mundy, Jr.                   Director
Carl E. Mundy, Jr.


/s/ Richard de J. Osborne                Director
Richard de J. Osborne


/s/ Patricia F. Russo                    Director
Patricia F. Russo


/s/ William A. Schreyer                  Director
William A. Schreyer


/s/ Robert F. W. van Oordt               Director
Robert F. W. van Oordt


/s/ James Wood                           Director
James Wood



INDEX TO EXHIBITS


4.1         Schering-Plough Corporation 1997 Stock Incentive Plan 
(incorporated by reference to Exhibit A to the Registrant's 1997 Proxy
Statement on Schedule 14A filed with the Securities and Exchange
Commission on March 21, 1997).

4.2         Certificate of Incorporation of the Registrant, as 
amended and currently in effect.

4.3         By-laws of the Registrant (incorporated by reference 
to Exhibit 4(2) to the Registrant's Registration Statement on Form S-3, 
File No. 333-853).

5           Opinion of William J. Silbey, Esq., Secretary of the 
Registrant re:  legality of common shares being registered.

23.1        Consent of Deloitte & Touche LLP.

23.2        Consent of William J. Silbey, Esq. (included in 
Exhibit 5).

24          Powers of Attorney (included as part of the signature 
pages).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20004}]
{"company-data": {"conformed-name": "SCHERING PLOUGH CORP", "cik": "0000310158", "assigned-sic": "2834", "irs-number": "221918501", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30331", "film-number": "97632742"}, "business-address": {"street1": "ONE GIRALDA FARMS", "city": "MADISON", "state": "NJ", "zip": "07940-1000", "phone": "2018227000"}}
As filed with the Securities and Exchange Commission on 
June 30, 1997

                           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 jurisdiction of     (I.R.S Employer 
incorporation or organization)     Identification No.)

One Giralda Farms
Madison, New Jersey 07940
(Address of Principal Executive Offices)

Schering-Plough Corporation
1997 Stock Incentive Plan
(Full title of the plan)
__________________________________________________
William J. Silbey
Schering-Plough Corporation
One Giralda Farms
Madison, New Jersey 07940
(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       Amount to   Proposed  Proposed     Amount
Securities        be       Maximum   Maximum        of
to be          Registered  Offerring Aggregate   Registra
Registered                 Price     Offering       tion
                            per       Price        Fee
___________________________Share*__________________________
Common Shares  36,000,000   $48.47 $1,744,920,000  $528,764
par value 
$1.00 
per share**   
=========================================================
* The price shown is the average of the high and low prices of the Common
  Stock on the New York Stock Exchange consolidated reporting system on
  June 24, 1997, in accordance with rule 457(c), and is being utilized
  solely for the purpose of calculating the registration fee.
**Includes one attached Preferred Share Purchase Right per share.

Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information.* 

Item 2.     Registrant Information and Employee Plan Annual 
Information.*

*  Information required by Part I to be contained in the Section 10(a)
   prospectus is omitted from this Registration Statement in accordance
   with Rule 428 under the Securities Act, and the "Note" to Part I of
   Form S-8.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

            The following documents are incorporated by reference 
in this Registration Statement:

            (a)   the description of the Registrant's common 
shares, par value $1.00 per share, contained in the Registrant's
Registration Statement on Form 8-A dated March 16, 1979 for
registration of such common shares under the Securities Exchange Act of 
1934, as amended (the "Exchange Act"), and any amendment or report filed
for the purpose of updating such description;

            (b)   the description of the Registrant's Preferred 
Share Purchase Rights contained in the 
Registrant's Registration Statement on Form 8-A 
dated July 31, 1989 for registration of such 
rights under the Exchange Act, and any amendment 
or report filed for the purpose of updating such 
description;

            (c)   the Registrant's Annual Report on Form 10-K for 
the fiscal year ended December 31, 1996 (the "1996 
Form 10-K");

            (d)   the Registrant's Quarterly Report on Form 10-Q 
for the three months ended March 31, 1997;

            (e)   the Registrant's Current Report on Form 8-K 
filed June 2, 1997; and

            (f)   the information contained in the Registrant's 
Proxy Statement dated March 21, 1997 for its 
Annual Meeting of Shareholders held on April 22, 
1997 (the "1997 Proxy Statement") that has been 
incorporated by reference in the 1996 Form 10-K.

            All documents subsequently filed by the Registrant 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange 
Act, prior to the filing of a post-effective amendment which 
indicates that all securities offered have been sold or which 
deregisters all securities then remaining unsold, shall be deemed 
to be incorporated by reference in the Registration Statement and 
to be part thereof from the date of filing of such documents.  
Any statement contained herein or in a document incorporated or 
deemed to be incorporated by reference herein shall be deemed to 
be modified or superseded for all purposes to the extent that a 
statement contained herein or in any other subsequently filed 
document that is also 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.

            William J. Silbey, Esq. is Staff Vice President, 
Secretary and Associate General Counsel of the Registrant.

Item 6.     Indemnification of Directors and Officers.

            The New Jersey Business Corporation Act provides that 
a New Jersey corporation has the power to indemnify a director or 
officer against his or her expenses and liabilities in connection 
with any proceeding involving the director or officer by reason 
of his or her being or having been such a director or officer, 
other than a proceeding by or in the right of the corporation, if 
such a director or officer acted in good faith and in a manner he 
or she reasonably believed to be in or not opposed to the best 
interests of the corporation; and with respect to any criminal 
proceeding, such director or officer had no reasonable cause to 
believe his or her conduct was unlawful.

            The indemnification and advancement of expenses shall 
not exclude any other rights, including the right to be 
indemnified against liabilities and expenses incurred in 
proceedings by or in the right of the corporation, to which a 
director or officer 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 a director or officer if a judgment or other final 
adjudication adverse to the director or officer establishes that 
his or her acts or omissions (a) were in breach of his or her 
duty of loyalty to the corporation or its shareholders, (b) were 
not in good faith or involved a knowing violation of law or (c) 
resulted in receipt by the director or officer 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 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.

            The following exhibits are filed as part of this 
Registration Statement:

4.1         Schering-Plough Corporation 1997 Stock Incentive Plan 
(incorporated by reference to Exhibit A to the 
Registrant's 1997 Proxy Statement on Schedule 14A filed 
with the Securities and Exchange Commission on March 
21, 1997.)

4.2         Certificate of Incorporation of the Registrant, as 
amended and currently in effect.

4.3         By-laws of the Registrant (incorporated by reference 
to Exhibit 4(2) to the Registrant's Registration 
Statement on Form S-3, File No. 333-853).

5           Opinion of William J. Silbey, Esq. Secretary of the 
Registrant, re:  legality of common shares being 
registered.

23.1        Consent of Deloitte & Touche LLP.

23.2        Consent of William J. Silbey, Esq. (included in 
Exhibit 5).

24          Powers of Attorney (included as part of the signature 
pages).

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 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;

                  (2)   That, for the purpose of determining any 
liability under the Securities Act of 1933, as amended (the 
"Securities Act"), 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; and

                  (3)   To remove from registration by means of 
post-effective amendment any of the securities being 
registered which remain unsold at the termination of the 
offering.

            (b)   The undersigned Registrant hereby further 
undertakes that, for purposes of determining any liability under 
the Securities Act, each filing of the Registrant's annual report 
pursuant to Section 13(a) or 15(d) of the Exchange Act 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.

            (c)   Insofar as indemnification for liability 
arising under the Securities Act 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 Securities 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 Securities Act and will be governed by the final adjudication 
of such issue.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 
as amended, 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 Borough of Madison, State of 
New Jersey, on the 30th day of June, 1997.

                           SCHERING-PLOUGH CORPORATION

                             By:  /s/ Richard Jay Kogan       
                             Name:   Richard Jay Kogan
                             Title:  President and Chief 
                                     Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose 
signature appears below constitutes and appoints Jack L. 
Wyszomierski and Thomas H. Kelly, and each of them, his true and 
lawful attorneys-in-fact and agents, each with full power of 
substitution and resubstitution, for him and in his name, place 
and stead, in any and all capacities, to sign any and all 
amendments, including post-effective amendments, to this 
Registration Statement and any and all related registration 
statements necessary to register additional securities, and to 
file the same, with all exhibits thereto, and other documents in 
connection therewith, with the Securities and Exchange 
Commission, granting unto said attorneys-in-fact and agents, and 
each of them, full power and authority to do and perform each and 
every act and thing requisite and necessary to be done, as fully 
to all intents and purposes as he might or could do in person, 
hereby ratifying and confirming all that each said attorneys-in-
fact and agents or any of them, or their or his substitute or 
substitutes, may lawfully do or cause to be done by virtue 
hereof.

     Pursuant to the requirements of the Securities Act of 1933, 
as amended, this Registration Statement has been signed below by 
the following persons in the indicated capacities on June 30, 
1997.

            Signatures                        Title

/s/ Robert P. Luciano            Chairman of the Board, Chairman of the
Robert P. Luciano                Executive Committee, and Director

/s/ Richard Jay Kogan            President and Chief Executive Officer, 
Richard Jay Kogan                and Director (Principal Executive Officer)

/s/ Hugh A. D'Andrade            Vice Chairman of the Board and Chief
Hugh A. D'Andrade                Administrative Officer, and Director

/s/ Jack L. Wyszomierski         Executive Vice President and Chief Financial
Jack L. Wyszomierski             Officer (Principal Financial Officer)

/s/ Thomas H. Kelly              Vice President and Controller
Thomas H. Kelly                  (Principal Accounting Officer)

            Signatures                        Title

/s/ Hans W. Becherer                     Director
Hans W. Becherer            

/s/ David C. Garfield                    Director
David C. Garfield

/s/ Regina E. Herzlinger                 Director
Regina E. Herzlinger

/s/ H. Barclay Morley                    Director
H. Barclay Morley

/s/ Carl E. Mundy, Jr.                   Director
Carl E. Mundy, Jr.

/s/ Richard de J. Osborne                Director
Richard de J. Osborne

/s/ Patricia F. Russo                    Director
Patricia F. Russo

/s/ William A. Schreyer                  Director
William A. Schreyer

/s/ Robert F. W. van Oordt               Director
Robert F. W. van Oordt

/s/ James Wood                           Director
James Wood

INDEX TO EXHIBITS

4.1         Schering-Plough Corporation 1997 Stock Incentive Plan 
(incorporated by reference to Exhibit A to the Registrant's 1997 Proxy
Statement on Schedule 14A filed with the Securities and Exchange
Commission on March 21, 1997).

4.2         Certificate of Incorporation of the Registrant, as 
amended and currently in effect.

4.3         By-laws of the Registrant (incorporated by reference 
to Exhibit 4(2) to the Registrant's Registration Statement on Form S-3, 
File No. 333-853).

5           Opinion of William J. Silbey, Esq., Secretary of the 
Registrant re:  legality of common shares being registered.

23.1        Consent of Deloitte & Touche LLP.

23.2        Consent of William J. Silbey, Esq. (included in 
Exhibit 5).

24          Powers of Attorney (included as part of the signature 
pages).