SCHERING PLOUGH CORP, 10-K, 1995-03-03

SCHERING PLOUGH CORP
10-K, 1995-03-03
PHARMACEUTICAL PREPARATIONS

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K Annual Report

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 1994 Commission file
number 1-6571

SCHERING-PLOUGH CORPORATION

Incorporated in New Jersey 22-1918501
One Giralda Farms (I.R.S. Employer
Madison, New Jersey 07940-1000 Identification No.)
(201) 822-7000 (telephone number)

Securities registered pursuant to section 12(b) of the Act:

Name of each exchange
Title of each class on which registered

Common Shares, $1 par value New York Stock
Exchange

Preferred Share Purchase Rights* New York Stock
Exchange

*At the time of filing, the Rights were not traded separately from
the Common Shares.

Indicate by check mark whether the registrant has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months and has been
subject to such filing requirements for the past 90 days.
YES X NO

Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. X

Common shares outstanding as of January 31, 1995: 186,057,622

Aggregate market value of common shares at January 31, 1995 held by
non-affiliates based on closing price: $14.6 billion.

Documents incorporated Part of Form 10-K
by reference incorporated into

Schering-Plough Corporation 1994
Annual Report to Shareholders Parts I, II and IV

Schering-Plough Corporation Proxy
Statement for the annual meeting of
shareholders on April 25, 1995 Part III <PAGE>

Part I

Item 1. Business

General

The terms "Schering-Plough" and the "Company," as used herein,
refer to Schering-Plough Corporation and its subsidiaries, except
as otherwise indicated by the context. Schering-Plough
Corporation is a holding company which was incorporated in 1970.
Subsidiaries of Schering-Plough Corporation are engaged in the
discovery, development, manufacturing and marketing of
pharmaceutical and health care products worldwide. Products
include prescription drugs, vision care, animal health, over-the-
counter (OTC), foot care and sun care products.

Business Segment and Other Financial Information

The "Business Segment Data" as set forth in the Notes to
Consolidated Financial Statements in the Company's 1994 Annual
Report to Shareholders is incorporated herein by reference.

Sales by major product groups for each of the three years in the
period ended December 31, 1994 were as follows (dollars in
millions):

1994 1993 1992

Respiratory $1,465 $1,185 $1,063
Anti-infective and Anticancer 939 1,032 906
Dermatologicals 488 443 451
Cardiovasculars 333 316 267
Other Pharmaceuticals 489 399 405
OTC 264 312 346
Foot Care 248 240 214
Animal Health 167 154 157
Sun Care 129 131 117
Vision Care 120 112 111
Other Health Care Products 15 17 19

Consolidated Sales $4,657 $4,341 $4,056

Pharmaceutical Products

The Company's pharmaceutical operations include prescription
drugs, vision care products and animal health products.
Principal prescription products include: CELESTAMINE, CLARITIN,
POLARAMINE, PROVENTIL, THEO-DUR, TRINALIN, VANCENASE and
VANCERIL, respiratory; CEDAX, EULEXIN, GARAMYCIN, INTRON A,
ISEPACIN and NETROMYCIN, anti-infective and anticancer;
DIPROLENE, DIPROSONE, ELOCON, FULVICIN, LOTRIMIN, LOTRISONE,
QUADRIDERM and VALISONE, dermatologicals; K-DUR, NITRO-DUR and
NORMODYNE, cardiovasculars; CELESTONE, DIPROSPAN, LOSEC, NOIN,
PALACOS and TRILAFON, other pharmaceuticals.

The Company's major vision care product line is conventional
contact lenses sold under the DURASOFT trademark. The leading
product within the DURASOFT line is DURASOFT Colors, a soft lens
that can alter the appearance of eye color. In 1994 the Company
began marketing a disposable contact lens under the FRESHLOOK
trademark. With this launch, the Company is now able to compete
in the fastest growing segment of the contact lens market. Prior
to this time, this business had been restricted to the
conventional lens segment, which has been contracting for a
number of years.

Progression to becoming a full-fledged competitor in the contact
lens business has involved Company investments in research and
capital in excess of $150 million. Notwithstanding achieving our
objective of participation in the disposable lens market, the
Company continues to review options for the further development
of its vision care business. The Company is exploring a number
of courses of action, including a strategic alliance, licensing,
divestiture or the continuation of present operations. At this
time, the outcome of this exploratory process is unknown. The
Company hopes to conclude on a course of action in 1995.

Animal health biological and pharmaceutical products include
antibiotics, vaccines, anti-arthritics, steroids and
nutritionals. Major animal health products are: GENTOCIN,
GARASOL and NUFLOR, antibiotics; BANAMINE, an anti-arthritic; and
OTOMAX, steroid ointment.

Pharmaceutical products also include pharmaceutical chemical
substances sold in bulk to third parties for production of their
own products.

Prescription drugs are introduced and made known to physicians,
pharmacists, hospitals and managed care organizations by trained
professional service representatives, and are sold to hospitals,
managed care organizations and wholesale and retail druggists.
Pharmaceutical products are also promoted through journal
advertising, direct mail advertising and by distributing samples
to physicians. Vision care products are promoted and sold by a
separate sales force to practitioners and retail outlets. Animal
health products are promoted and sold by a separate sales force
to veterinarians, distributors and animal producers.

The Company's subsidiaries own (or have licensed rights under) a
number of patents and patent applications, both in the United
States and abroad. In the aggregate, patents and patent
applications are believed to be of material importance to the
operations of the pharmaceutical segment. In December 1989, the
U.S. patent covering PROVENTIL, an asthma product, expired. The
PROVENTIL formulations of the tablet, syrup and solution have
been subject to generic competition. In January 1994, the U.S.
Food and Drug Administration issued bioequivalence standards for
generic albuterol metered dose inhalers. Generic competitors
are<PAGE>
expected to enter the market in the future.
The introduction of
a generic inhaler will negatively affect the sales and
profitability of PROVENTIL.

Worldwide, the Company's pharmaceutical products are sold under
trademarks. Trademarks are considered in the aggregate to be of
material importance to the pharmaceutical business and are
protected by registration or common law in the United States and
most other markets where the products are sold or likely to be
sold.

Seasonal patterns do not have a pronounced effect on the combined
activities of this industry segment.

There is generally no significant backlog of orders since the
Company's business is normally conducted on an immediate shipment
basis.

The pharmaceutical industry is highly competitive and includes
other large companies with substantial resources for research,
product development and promotion. There are numerous domestic
and international competitors in this industry. Some of the
principal competitive techniques used by the Company for its
pharmaceutical products include research and development of new
and improved products, high product quality, varied dosage forms
and strengths, and educational services for the medical
community.

Health Care Products

The principal product categories in the health care segment are
the Company's over-the-counter (OTC) medicines, foot care and sun
care products primarily sold in the United States. Principal
products include: AFRIN and DURATION nasal decongestants; CHLOR-
TRIMETON antihistamine; CORICIDIN and DRIXORAL cold and
decongestant products; CORRECTOL laxative; CLEAR AWAY and DUO
wart removers; DI-GEL antacid; GYNE-LOTRIMIN for vaginal yeast
infections; DR. SCHOLL'S foot care products; LOTRIMIN AF and
TINACTIN antifungals; COPPERTONE, SHADE, SOLARCAINE and TROPICAL
BLEND sun care products; A & D ointment; and PAAS egg coloring
and holiday products. Business in this segment is conducted
through wholesale and retail drug, food chain and variety
outlets, and is promoted directly to the consumer through
television, radio, print and other advertising media.

Raw materials essential to this segment are available in adequate
quantities from a number of potential suppliers. Energy was and
is expected to be available to the Company in sufficient
quantities to meet operating requirements.
<PAGE>
Trademarks for the major products included in this segment are
registered in the United States and most overseas countries where
these products are marketed. Trademarks are considered to be
vital to the operations of this segment.

Principally due to the seasonal sales of sun care products,
operating profits in this segment are relatively higher in the
first half of the year.

There is generally no significant backlog of orders since the
Company's business is normally conducted on an immediate shipment
basis.

The health care products' industry is highly competitive and
includes other large companies with substantial resources for
product development and promotion. There are several dozen
significant competitors in this industry. The Company believes
that in the United States it has a leading position in the foot
care and sun care industries, with its DR. SCHOLL'S lines of foot
pads, cushions, wart removal and other treatments and its brands
of sun care products. In addition, the Company's brands are
among the leaders in nasal sprays, laxatives, antifungals and
vaginal yeast infection treatments sold OTC. The principal
competitive techniques used by the Company in this industry
segment include switching prescription products to OTC medicines,
the development and introduction of new and improved products,
and product promotion methods to gain and retain consumer
acceptance.

Foreign Operations

Foreign activities are carried out primarily through wholly-owned
subsidiaries wherever market potential is adequate and circum-
stances permit. In addition, the Company is represented in some
markets through joint ventures, licensees or other distribution
arrangements. There are approximately 11,200 employees outside
the United States.

Foreign operations are subject to certain risks which are
inherent in conducting business overseas. These risks include
possible nationalization, expropriation, importation limitations
and other restrictive governmental actions. Also, fluctuations
in foreign currency exchange rates can impact the Company's
consolidated financial results. For additional information on
foreign operations, see "Management's Discussion and Analysis of
Operations and Financial Condition" and "Business Segment Data"
in the Company's 1994 Annual Report to Shareholders which is
incorporated herein by reference.
<PAGE>
Operations in Puerto Rico

The Company has operations in Puerto Rico that manufacture
products for distribution to both domestic and foreign markets.
These businesses operate under tax-relief and other incentives
granted by the government of Puerto Rico that expire at various
dates through 2018.

The Company has also been exempt from U.S. tax on certain income
derived from its operations in Puerto Rico. The Omnibus Budget
Reconciliation Act of 1993 will phase down this exemption over
five years to 40 percent of the pre-amendment level. The Company
was partially impacted by this change in 1994.

Under present U.S. tax laws, accumulated funds generated from
operations in Puerto Rico can be remitted tax-free to the parent
company. Under recently revised Puerto Rico tax laws, remittance
of these funds, with the exception of certain amounts qualifying
for tax free distribution, will result in a tollgate tax of from
5 percent to 10 percent based upon prescribed dividend and
investment restrictions.

For additional information relating to the Puerto Rico
operations, see "Income Taxes" in the Notes to Consolidated
Financial Statements in the Company's 1994 Annual Report to
Shareholders which is incorporated herein by reference.

Research and Development

The Company's research activities are primarily aimed at
discovering and developing new and enhanced pharmaceutical
products of medical and commercial significance. Company
sponsored research and development expenditures were $620.0
million, $577.6 million and $521.5 million in 1994, 1993, and
1992, respectively. Research expenditures represented
approximately 13 percent of consolidated sales in each of the
three years.

The Company's pharmaceutical research activities are concentrated
in the therapeutic areas of allergic and inflammatory disorders,
infectious and cardiovascular diseases, oncology and central
nervous system disorders. The Company also has substantial
efforts directed toward biotechnology and immunology.

While several pharmaceutical compounds are in varying stages of
development, it cannot be predicted when or if products will
become available for commercial sale.

Government Regulation

Most products manufactured or sold by the Company are subject to
varying degrees of governmental regulation in the countries in
which operations are conducted. In the United States, the drug
industry has long been subject to regulation by various federal,
state and local agencies, primarily as to product safety,
efficacy, advertising and labeling. Compliance with the broad
regulatory powers of the Food and Drug Administration (the "FDA")
requires significant amounts of Company time, testing and
documentation, and corresponding costs to obtain clearance of new
drugs. Similar product regulations also apply in many
international markets.

In the United States, many of the Company's pharmaceutical
products are subject to competitive pricing as managed care
groups, institutions and governments seek price discounts.
Future health care reform proposals also could have an impact on
operations of the Company.

In most international markets, the Company operates in an
environment of government-mandated cost containment programs. In
addition, several markets have enacted across-the-board price
reductions or directly control selling prices as a further method
of cost control.

For additional information on prescription drug pricing, see
"Management's Discussion and Analysis of Operations and Financial
Condition" in the Company's 1994 Annual Report to Shareholders
which is incorporated herein by reference.

The Company has and will continue to comply with the government
regulations of the countries in which operations are conducted.

Environment

To date, compliance with federal, state and local environmental
protection laws has not had a materially adverse effect on the
Company. The Company has and will continue to make necessary
expenditures for environmental protection. Worldwide capital
expenditures during 1994 included approximately $30 million for
environmental control purposes. It is anticipated that continued
compliance with such environmental regulations will not
significantly affect the Company's financial statements or its
competitive position. For additional information on
environmental matters, see "Legal and Environmental Matters" in
the Notes to the Consolidated Financial Statements in the
Company's 1994 Annual Report to Shareholders which is
incorporated herein by reference.

Employees

There were approximately 21,200 people employed by the Company at
December 31, 1994.
<PAGE>
Item 2. Properties

The Company's corporate headquarters are located in Madison, New
Jersey. Principal manufacturing facilities are located in
Kenilworth and Union, New Jersey, Des Plaines, Illinois, Miami,
Florida, the Commonwealth of Puerto Rico, Argentina, Australia,
Belgium, Canada, Colombia, France, Ireland, Italy, Japan, Mexico
and Spain (pharmaceutical products); Cleveland and Memphis,
Tennessee (health care products). The Company's principal
research facilities are located in Kenilworth and Union, New
Jersey and Palo Alto, California (DNAX Research Institute).

The major portion of properties is owned by the Company. These
properties are maintained in good operating condition, and the
manufacturing plants have capacities considered appropriate to
meet the Company's needs.

Item 3. Legal Proceedings

Schering Corporation and White Laboratories, Inc., which are
Company subsidiaries, are defendants in more than 95 lawsuits,
involving more than 450 plaintiffs, arising out of the use of
synthetic estrogens by the mothers of the plaintiffs. In many of
these lawsuits, one being an alleged class action, a substantial
number of other drug companies are also defendants. The female
plaintiffs claim various injuries, including cancerous or
precancerous lesions of the vagina and cervix and a multiplicity
of pregnancy problems. A number of suits involve infants with
birth defects born to daughters whose mothers took the drug. The
total amount claimed against all defendants in all the suits
amounts to more than $2 billion. While it is not possible to
precisely predict the outcome of these proceedings, it is
management's opinion that it is remote that any material
liability in excess of the amounts accrued will be incurred.

The Company has been named as a potentially responsible party
("PRP") by the government under the Comprehensive Environmental
Response, Compensation and Liability Act, commonly known as
Superfund, or under equivalent state laws. The Company is also a
party to a number of proceedings brought under state or federal
Superfund laws. These proceedings seek to require the owners or
operators of facilities that treated, stored or disposed of
hazardous substances and transporters and generators of such
substances to clean-up contaminated facilities or reimburse the
government for its clean-up costs. The Company has been named a
PRP or a party to these proceedings as an alleged generator of
hazardous substances found at certain facilities. In each
proceeding, the government or private litigants allege that the
Company is jointly and severally liable for clean-up costs.
Although joint and several liability is alleged, a company's
share of clean-up costs is frequently determined on the basis of
the type and quantity of hazardous substances sent to a facility
by the generator. However, this allocation process varies
greatly from facility to facility and can take years to complete.
The Company's potential share of clean-up costs also depends on
how many other PRP's are involved in the proceedings, insurance
coverage, available indemnity contracts and contribution rights
against other PRP's or parties. While it is not possible to
precisely predict the outcome of these proceedings, it is
management's opinion that it is remote that any material
liability in excess of amounts accrued will be incurred.

In 1994, a judgment in the amount of $63.6 million, including
$57.5 million in punitive damages, was entered against the
Company in state court in Portland, Oregon in connection with a
product liability lawsuit involving THEO-DUR. An appeal from the
judgment has been taken. While the success of the appeal cannot
be predicted with certainty, the Company will vigorously pursue
its case through the appellate courts. The Company believes it
has insurance coverage for amounts in excess of a $3 million
self-insured retention, but the insurance carriers have reserved
their rights with respect to liability for punitive damages.

More than 100 antitrust actions have been commenced in state and
federal courts against prescription drug manufacturers and, in
some cases, wholesalers and mail order pharmacies, by independent
and chain pharmacies, and chain food stores that operate
pharmacies. The Company is a defendant in all these actions.
The complaints allege conspiracy to restrain trade by jointly
refusing to sell prescription drugs at discounted prices to the
plaintiffs, price discrimination, or both. The plaintiffs seek
treble damages in an unspecified amount and an injunction against
the allegedly unlawful conduct. One of the actions is a class
action on behalf of all retail pharmacies in the United States
and is pending in the United States District Court for the
Northern District of Illinois, where all the federal actions have
been consolidated for pre-trial discovery and possibly trial.
Another of the actions, which was commenced in June 1994 by a
group of nine chain food stores, including The Great Atlantic and
Pacific Tea Company, Inc. ("A&P"), against three mail order
pharmacies and 16 drug manufacturers, is pending in the same
federal court. Mr. James Wood, a director of the Company, is an
executive officer of A&P. Mr. Wood does not participate in any
review or deliberations by the Board of Directors relating to
this action. The Company believes that all these antitrust
actions are without merit and is defending itself vigorously
against all claims.

Item 4. Submission of Matters to a Vote of Security Holders

Not applicable.
<PAGE>
Executive Officers of the Registrant

The following information regarding executive officers is included
herein in accordance with Part III, Item 10.

Officers are elected to serve for one year and until their successors
shall have been duly elected.

Name and Current Position Business Experience Age

Robert P. Luciano Present position 1986 61
Chairman and
Chief Executive Officer

Richard J. Kogan Present position 1986 53
President and
Chief Operating Officer

Raul E. Cesan Present position 1994 47
Executive Vice President President Schering
and President Laboratories 1992-1994
Schering-Plough President Schering-Plough
Pharmaceuticals International 1988-1992

Donald R. Conklin Present position 1994 58
Executive Vice President Executive Vice President
and President and President
Schering-Plough Schering-Plough
HealthCare Products Pharmaceuticals 1989-1994

Hugh A. D'Andrade Present position 1984 56
Executive Vice President
Administration

Harold R. Hiser, Jr. Present position 1986 63
Executive Vice President
Finance

Joseph C. Connors Present position 1992; Vice 46
Senior Vice President President and General Counsel
and General Counsel 1991; Staff Vice President and
Deputy General Counsel 1987-1991

Geraldine U. Foster Present position 1994 52
Senior Vice President Vice President - Investor
Investor Relations and Relations 1988-1994
Corporate Communications

Daniel A. Nichols Present position 1991; Vice 54
Senior Vice President President Taxes 1983-1991
Taxes

Name and Current Position Business Experience Age

Gordon C. O'Brien Present position 1988 54
Senior Vice President
Human Resources

J. Martin Comey Present position 1991; Vice 60
Vice President President and Treasurer
Administration and Business 1979-1990
Development

Domenic Guastadisegni Present position 1990 64
Vice President
Corporate Audits

Thomas H. Kelly Present position 1991; Partner, 45
Vice President and Deloitte & Touche 1982-1990
Controller

Robert S. Lyons Present Position 1991; Staff 54
Vice President Vice President - Corporate
Corporate Information Information Services 1988-1990
Services

Jack L. Wyszomierski Present position 1991; Staff 39
Vice President and Vice President - Planning
Treasurer and Business Development
1987-1990

Kevin A. Quinn Present position 1994; Staff 53
Staff Vice President, Vice President and Deputy
Secretary and Associate Secretary 1993; Vice President,
General Counsel Secretary and Associate General
Counsel, The Pittston Company
1989-1993
<PAGE>
Part II

Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters

The Common Share Dividends and Market Data as set forth in the
Company's 1994 Annual Report to Shareholders are incorporated
herein by reference.

Item 6. Selected Financial Data

The Six-Year Selected Financial & Statistical Data as set forth
in the Company's 1994 Annual Report to Shareholders is
incorporated herein by reference.

Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations

Management's Discussion and Analysis of Operations and Financial
Condition as set forth in the Company's 1994 Annual Report to
Shareholders is incorporated herein by reference.

Item 8. Financial Statements and Supplementary Data

The Consolidated Balance Sheets as of December 31, 1994 and 1993,
and the related Statements of Consolidated Income, Consolidated
Retained Earnings and Consolidated Cash Flows for each of the
three years in the period ended December 31, 1994, Notes to
Consolidated Financial Statements, the Independent Auditors'
Report of Deloitte & Touche LLP dated February 15, 1995 and
Quarterly Results of Operations, as set forth in the Company's
1994 Annual Report to Shareholders, are incorporated herein by
reference.

Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure

Not applicable.
Part III

Item 10. Directors and Executive Officers of the Registrant

The information concerning directors and nominees for directors
as set forth in the Company's Proxy Statement for the annual
meeting of shareholders on April 25, 1995 is incorporated herein
by reference.

Information required as to executive officers is included in Part
I of this filing under the caption "Executive Officers of the
Registrant."

Item 11. Executive Compensation

Executive compensation information as set forth in the Company's
Proxy Statement for the annual meeting of shareholders on April
25, 1995 is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and
Management

Information concerning security ownership of certain beneficial
owners and management as set forth in the Company's Proxy
Statement for the annual meeting of shareholders on April 25,
1995 is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions

Information concerning certain relationships and related
transactions as set forth in the Company's Proxy Statement for
the annual meeting of shareholders on April 25, 1995 is
incorporated herein by reference.

Part IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K

(a) 1. Financial Statements

The following consolidated financial statements and
independent auditors' report, included in the Company's
1994 Annual Report to Shareholders, are incorporated
herein by reference.

Statements of Consolidated Income for the
Years Ended December 31, 1994, 1993 and 1992

Statements of Consolidated Retained Earnings for
the Years Ended December 31, 1994, 1993 and 1992

Statements of Consolidated Cash Flows for the Years
Ended December 31, 1994, 1993 and 1992

Consolidated Balance Sheets at December 31, 1994 and
1993

Notes to Consolidated Financial Statements

Independent Auditors' Report

(a) 2. Financial Statement Schedules

Page in
Form 10-K

Independent Auditors' Report . . . . . . . . . . . . 20

Schedule II - Valuation and Qualifying Accounts. . . 21

Schedules not included have been omitted because they are not
applicable or not required or because the required information is
set forth in the financial statements or the notes thereto.
Columns omitted from schedules filed have been omitted because
the information is not applicable.

Financial statements of fifty percent or less owned companies
accounted for by the equity method have been omitted because,
considered individually or in the aggregate, they do not
constitute a significant subsidiary.

(a) 3. Exhibits

Exhibit Method
Number Description of Filing

3(a) A complete copy of the Certificate Incorporated by
of Incorporation as amended and reference to Exhibit
currently in effect. 3(a) to the Company's
Annual Report for 1989
on Form 10-K

3(b) A complete copy of the By-Laws Incorporated by
as amended and currently in effect. reference to Exhibit
4(b) to the Company's
Form S-8 (No. 33-19013)

4(a) Rights Agreement between the Incorporated by
Company and The Bank of New York reference to Exhibit 4
dated July 25, 1989. to the Company's
Quarterly Report for the
period ended June 30,
1989 on Form 10-Q

4(b) Indenture dated as of November 1, Incorporated by
1982 between the Company and The reference to Exhibit
Chase Manhattan Bank, N.A. as 4(a) to the Company's
Trustee. Registration Statement
on Form S-3, File No.
2-80012

Exhibit Method
Number Description of Filing

4(c) Supplemental Indenture No. 1 Incorporated by
dated as of November 1, 1991 reference to Exhibit 4.1
to Indenture dated as of to the Company's Report
November 1, 1982. on Form 8-K dated
November 20, 1991

4(d) LYNX Equity Unit Agreement Incorporated by
reference to Exhibit
10.1 to the Company's
Report on Form 8-K dated
October 1, 1991

4(e) LYNX Equity Unit Guarantee Incorporated by
Agreement reference to Exhibit
10.1 to the Company's
Report on Form 8-K dated
October 1, 1991

10(a) The Company's Executive Incentive Plan incorporated by
Plan (as amended) and Trust related reference to Exhibit
thereto* 10 to the Company's
Quarterly Report for
the period ended March
31, 1994 on Form 10-Q.
Trust Agreement
incorporated by
reference to Exhibit
10(a) to the Company's
Annual Report for 1988
on Form 10-K

10(b) The Company's 1983 Stock Incentive Incorporated by
Plan (as amended)* reference to Exhibit
10(c) to the Company's
Annual Report for 1988
on Form 10-K

10(c) The Company's 1987 Stock Incentive Incorporated by
Plan (as amended)* reference to Exhibit
10(d) to the Company's
Annual Report for 1990
on Form 10-K

10(d) The Company's 1992 Stock Incentive Incorporated by
Plan (as amended)* reference to Exhibit
10(d) to the Company's
Annual Report for 1992
on Form 10-K

<PAGE>
Exhibit Method
Number Description of Filing

10(e)(i) Employment agreement between the Incorporated by
Company and Robert P. Luciano reference to Exhibit
(as amended)* 10(e)(i) to the
Company's Annual Report
for 1989 on Form 10-K;
first amendment
incorporated by
reference to Exhibit
10(a) to the Company's
Quarterly Report for the
period ended June 30,
1994 on Form 10-Q;
second amendment filed
with this document

10(e)(ii) Employment agreement between the Incorporated by
Company and Richard J. Kogan reference to Exhibit
(as amended)* 10(e)(ii) to the
Company's Annual Report
for 1989 on Form 10-K;
first amendment
incorporated by
reference to Exhibit
10(b) to the Company's
Quarterly Report for the
period ended June 30,
1994 on Form 10-Q;
second amendment filed
with this document

10(e)(iii) Employment agreement between the Incorporated by
Company and Hugh A. D'Andrade reference to Exhibit
(as amended)* 10(c) to the Company's
Quarterly Report for the
period ended June 30,
1994 on Form 10-Q;
first amendment filed
with this document

10(e)(iv) Form of employment agreement Filed with this
between the Company and its document
executive officers effective upon
a change of control*
<PAGE>
Exhibit Method
Number Description of Filing

10(f) Directors Deferred Compensation Plan incorporated by
Plan and Trust related thereto* reference to Exhibit 10
(f) to the Company's
Annual Report for 1991
on Form 10-K; Trust
Agreement incorporated
by reference to Exhibit
10(a) to the Company's
Annual Report for 1988
on Form 10-K

10(g) Pension Plan for Directors Plan incorporated by
and Trust related thereto* reference to Exhibit
10(g) to the
Company's Annual
Report for 1987 on
Form 10-K; Trust
Agreement
incorporated by
reference to Exhibit
10(g) to the Company's
Annual Report for 1988
on Form 10-K; amendment
to Trust Agreement
incorporated by
reference to Exhibit
10(g) to the Company's
Annual Report for 1993
on Form 10-K

10(h) Supplemental Executive Retirement Plan incorporated by
Plan and Trust related thereto* reference to Exhibit
10(h) to the Company's
Annual Report for 1987
on Form 10-K; amendments
to Plan filed with this
document; Trust
Agreement incorporated
by reference to Exhibit
10(g) to the Company's
Annual Report for 1988
on Form 10-K; amendment
to Trust Agreement
incorporated by
reference to Exhibit
10(g) to the Company's
Annual Report for 1993
on Form 10-K

<PAGE>
Exhibit Method
Number Description of Filing

10 (i) Directors' Stock Award Plan* Incorporated by
reference to Exhibit
10 to the Company's
Quarterly Report for the
period ended September
30, 1994 on Form 10-Q

11 Computation of Earnings Per Filed with this document
Common Share

12 Computation of Ratio of Filed with this document
Earnings to Fixed charges

13 The Financial Section of the Filed with this document
Company's 1994 Annual Report
to Shareholders. With the
exception of those portions of
said Annual Report which are
specifically incorporated by
reference in this Form 10-K, such
report shall not be deemed filed
as part of this Form 10-K

21 Subsidiaries of the registrant Filed with this document

23 Consents of experts and counsel Filed with this document

24 Power of attorney Filed with this document

27 Financial Data Schedule Filed with this document

All other exhibits are not applicable. Copies of above exhibits will be
furnished upon request.

* Compensatory plan, contract or arrangement.

(b) Reports on Form 8-K

None
<PAGE>
SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Schering-Plough Corporation
(Registrant)

Date March 3, 1995 By /s/ Thomas H. Kelly
Thomas H. Kelly
Vice President and Controller

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the date indicated.

By * By *
Robert P. Luciano Regina E. Herzlinger
Chairman and Chief Executive Director
Officer and Director

By * By *
Richard J. Kogan H. Barclay Morley
President and Chief Operating Director
Officer and Director

By * By *
Harold R. Hiser, Jr. Richard de J. Osborne
Executive Vice President - Finance Director
and Principal Financial Officer

By * By *
Thomas H. Kelly William A. Schreyer
Vice President and Controller Director
and Principal Accounting Officer

By * By *
Hans W. Becherer Robert F. W. van Oordt
Director Director

By * By *
Hugh A. D'Andrade R. J. Ventres
Director Director

By * By *
David C. Garfield James Wood
Director Director

*By /s/ Thomas H. Kelly Date March 3, 1995
Thomas H. Kelly
Attorney-in-fact
<PAGE>
INDEPENDENT AUDITORS' REPORT

Schering-Plough Corporation:

We have audited the consolidated balance sheets of Schering-Plough
Corporation and subsidiaries as of December 31, 1994 and 1993 and
the related statements of consolidated income, retained earnings and
cash flows for each of the three years in the period ended December
31, 1994, and have issued our report thereon dated February 15,
1995; such financial statements and report are included in your 1994
Annual Report to Shareholders and are incorporated herein by
reference. Our audits also included the financial statement
schedule of Schering-Plough Corporation and subsidiaries, listed in
Item 14. This financial statement schedule is the responsibility of
the Company's management. Our responsibility is to express our
opinion based on our audits. In our opinion, such financial
statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.

/s/DELOITTE & TOUCHE LLP

Parsippany, New Jersey
February 15, 1995

<PAGE>
SCHEDULE II
<TABLE>
SCHERING-PLOUGH CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993, AND 1992
(Dollars in millions)
<CAPTION>

Valuation and qualifying accounts deducted from assets to which they apply:

Allowances for accounts receivable:

RESERVE RESERVE RESERVE
FOR DOUBTFUL FOR CASH FOR CLAIMS
ACCOUNTS DISCOUNTS AND OTHER TOTAL
<S> <C> <C> <C> <C>
1994

Balance at beginning of year $ 30.5 $ 7.9 $ 6.5 $ 44.9

Additions:
Charged to costs and expenses 17.1 62.4 3.2 82.7
Total 47.6 70.3 9.7 127.6

Translation adjustment .6 (.1) .1 .6

Deductions from reserves (4.2) (62.3) (4.2) (70.7)

Balance at end of year $ 44.0 $ 7.9 $ 5.6 $57.5

1993

Balance at beginning of year $ 32.5 $ 9.0 $ 1.8 $ 43.3

Additions:
Charged to costs and expenses 5.1 54.3 16.1 75.5
Total 37.6 63.3 17.9 118.8

Translation adjustment (1.1) (.1) - (1.2)

Deductions from reserves (6.0) (55.3) (11.4) (72.7)

Balance at end of year $ 30.5 $ 7.9 $ 6.5 $ 44.9

1992

Balance at beginning of year $ 33.4 $ 6.8 $ 4.3 $ 44.5

Additions:
Charged to costs and expenses 20.5 50.9 5.0 76.4
Total 53.9 57.7 9.3 120.9

Translation adjustment (1.6) (.1) (.1) (1.8)

Deductions from reserves (19.8) (48.6) (7.4) (75.8)

Balance at end of year $ 32.5 $ 9.0 $ 1.8 $ 43.3
</TABLE>

Exhibit 10(e)(i)
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

THIS SECOND AMENDMENT to the Employment Agreement by and
between SCHERING-PLOUGH CORPORATION, a New Jersey corpora-
tion (the "Company"), and ROBERT P. LUCIANO (the "Employee")
dated as of September 26, 1989, as amended as of June 28,
1994 (as so amended, the "Employment Agreement"), made and
entered into as of this 1st day of March, 1995;

WHEREAS, the Company and the Employee wish to amend the
Employment Agreement as set forth below;

NOW, THEREFORE, IN CONSIDERATION of the mutual promises,
covenants and agreements set forth below, it is hereby
agreed as follows:

1.Subparagraph (k)(i) of Section 3 of the Employment
Agreement is hereby amended by inserting at the end thereof
the following additional material:

Notwithstanding the foregoing, the Employee shall be
entitled to elect that the SRP shall be paid in accordance
with any optional form of benefit available under the
Company's qualified retirement plan or as provided below.

The Employee may elect (the "Employee's Lump Sum Election")
to receive payment of the actuarial equivalent of the
aggregate of his Normal Supplement or Early Retirement
Supplement, as the case may be (the "Employee's Benefit")
and the benefit payable to his wife after his death pursuant
to the preceding paragraph (the "Survivor's Benefit") in a
lump sum in cash or in up to five equal annual cash
installments on or commencing on the date of his retirement
or the first day of any month thereafter not later than the
second anniversary of the date of his retirement. If the
Employee dies after retirement with an Employee's Lump Sum
Election in effect but prior to the payment of the full
amount of the lump sum or annual installments due
thereunder, payment of the unpaid amount thereof shall be
made to his surviving spouse, designated beneficiary or
estate in accordance with his election. Payment made in
accordance with this paragraph to the Employee, his
surviving spouse, designated beneficiary or estate shall
constitute full and complete satisfaction of the Company's
obligation in respect of the Employee's Benefit and the
Survivor's Benefit.

If the Employee does not make the Employee's Lump Sum
Election, the Employee's surviving spouse may elect (the
"Survivor's Lump Sum Election") to receive the actuarial
equivalent of the Survivor's Benefit, if any, in a lump sum
in cash or in up to five equal annual cash installments. A
lump sum or installments so elected by a surviving spouse
shall be paid on or commencing on the first day of the month
next following the month of the Employee's death, or the
first day of any month thereafter not later than the first
day of the month coincident with or next following the
second anniversary of his death.

The Employee's Lump Sum Election and the Survivor's Lump Sum
Election shall be made, and may be rescinded, in the same
manner and at the same times as are prescribed for the anal-
ogous elections under the Company's Supplemental Executive
Retirement Plan or any successor or replacement plan (the
"Basic SERP") or, at any time when there is no Basic SERP in
effect, in accordance with procedures specified by the
Executive Compensation and Organization Committee of the
Board of Directors of the Company (the "Committee"). The
amount of any lump sum or installment payments of the
Employee's Benefit or Survivor's Benefit shall be computed
in the same manner as is prescribed for the analogous
computations under the Basic SERP or, at any time when there
is no Basic SERP in effect or there are no analogous
computations provided under the Basic SERP, as specified by
the Committee.

Notwithstanding any timely Employee's Lump Sum Election or
Survivor's Lump Sum Election, neither the Employee nor the
Employee's surviving spouse shall have the right to receive
the SRP in a lump sum or installments, if the Employee's
employment is terminated for Cause (as defined below). In
the event the Employee dies before retirement, the Company
shall have no obligation in respect of the Employee's
Benefit, and shall be obligated to pay the Survivor's
Benefit to his spouse, if, but only if, the Employee's
spouse shall survive him.

The Committee may, in its sole discretion, defer the payment
of any lump sum or annual installment of the Employee's
Benefit to the Employee, if the Employee is, at the time
such amount would otherwise be paid, a "covered employee" as
defined in Section 162(m) of the Internal Revenue Code of
1986, as amended, if such payment would be subject to such
Section's limitation on deductibility; provided, however,
that such payment shall not be deferred to a date later than
the earliest date in the year in which such payment would
not be subject to such limitation; and further provided that
the Company shall, at the time of payment of any amount so
deferred, pay interest thereon from the due date thereof at
a rate equal to the actual yield on three-month U.S.
Treasury bills as reported in the Wall Street Journal on the
first business day of each calendar quarter, compounded
quarterly.

2. Section and other headings contained in the Employment
Agreement, as hereby amended, are for reference purposes
only and are not intended to interpret, define or limit any
provision of such Agreement.

3. This Second Amendment and the Employment Agreement
constitute the entire agreement between the parties with
respect to the subject matter hereof and supersede all prior
agreements and understandings between the parties with
respect to the subject matter hereof. The Employment
Agreement, as amended by this Second Amendment, is and shall
continue to be in full force and effect and is hereby in all
respects ratified and confirmed.

IN WITNESS WHEREOF, the Employee and, pursuant to due
authorization from its Board of Directors, the Company have
caused this Agreement to be executed as of the day and year
first above written.

Robert P. Luciano
_____________________________
Robert P. Luciano

SCHERING-PLOUGH CORPORATION

Richard J. Kogan
______________________________
Richard J. Kogan
President and Chief Operating
Officer

18888-1

Exhibit 10 (e) (ii)
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

THIS SECOND AMENDMENT to the Employment Agreement by and
between SCHERING-PLOUGH CORPORATION, a New Jersey corpora-
tion (the "Company"), and RICHARD J. KOGAN (the "Employee")
dated as of September 26, 1989, as amended as of June 28,
1994 (as so amended, the "Employment Agreement"), made and
entered into as of this 1st day of March, 1995;

WHEREAS, the Company and the Employee wish to amend the
Employment Agreement as set forth below;

NOW, THEREFORE, IN CONSIDERATION of the mutual promises,
covenants and agreements set forth below, it is hereby
agreed as follows:

1. Subparagraph (j)(i) of Section 3 of the Employment
Agreement is hereby amended to read in its entirety as
follows:

(i) Supplemental Retirement Plan ("SRP"). (I) An unfunded,
non-tax-qualified annual pension supplement (the "Normal
Supplement"), subject to the terms and conditions set forth
below, in the amount by which the greatest of (A) or (B) or
(C), exceeds (D), where:

(A) is two percent (2%) of the Employee's "final average
earnings" (the average of his Annual Base Salary over the
highest sixty (60) consecutive months in his last one
hundred twenty (120) months of employment with the Company
plus the average of his last five (5) annual awards from the
Cash Bonus Plans) times his years of service with the
Company up to twenty (20) years

plus

one percent (1%) of the same "final average earnings" times
his years of service with the Company in excess of twenty
(20) years;

(B) is thirty-five percent (35%) of the Employee's "final
average earnings", as defined hereinabove; provided,
however, that this subparagraph (B) shall apply only if the
Employee is in the employ of the Company when he reaches age
sixty (60) with at least ten (10) years of service with the
Company;

(C) is fifty-five percent (55%) of the Employee's "final
average earnings", as defined hereinabove; provided,
however, that this subparagraph (C) shall apply only if the
Employee is in the employ of the Company on or after he
reaches age sixty-two (62); and
(D) is the sum of (I) the Employee's pension from the
Company's qualified retirement plan and retirement benefits
equalization plan applicable to him and (II) the amount of
any benefits paid under the Company's Supplemental Executive
Retirement Plan or any successor or replacement plan
(collectively with the SRP, the "SERP").

(II) In the event the Employee elects to retire prior to
age sixty-five (65) ("Early Retirement"), the Employee shall
be entitled, in lieu of the Normal Supplement, to an un-
funded, non-tax-qualified annual pension supplement (the
"Early Retirement Supplement"), subject to the terms and
conditions set forth below, equal to the amount by which
(AA) exceeds (BB) below, where:

(AA) is the amount computed in accordance with (A) of
subsection (I) of this Section 3(j)(i) or, if applicable and
greater, (B) or (C) of such subsection (I), reduced four
percent (4%) for each year that the Employee's retirement
precedes age sixty-two (62); provided, however, that such
amount shall not be less than thirty-five percent (35%) of
the Employee's "final average earnings" if the Employee's
early retirement occurs on or after he reaches age sixty
(60) with at least ten (10) years of service; and

(BB) is the sum of (I) the Employee's pension payable at
early retirement from the Company's qualified retirement
plan and retirement benefits equalization plan applicable to
him and (II) the amount of any benefits paid under the
Company's Supplemental Executive Retirement Plan or any
successor or replacement plan.

(III) Any SRP that becomes payable pursuant to subsection
(I) or (II) of this Section 3(j)(i) shall be payable as
follows.

(AAA) If payable, the Normal Supplement or the Early
Retirement Supplement, as the case may be, shall commence
to be paid upon the date of the Employee's retirement. The
Normal Supplement or the Early Retirement Supplement, as the
case may be, shall be computed on a straight life annuity
basis, with an option to the Employee to receive the
actuarial equivalent of such supplement under a joint and
survivor's annuity; provided, however, that in the event the
Employee retires from the employ of the Company on or after
he reaches age sixty-two (62), the Employee shall be
entitled to receive the Normal Supplement (without any
reduction) on a straight life annuity basis and after the
Employee's death, his surviving spouse shall be entitled to
receive annually for the duration of her life a survivor's
benefit (the "Survivor's Benefit") equal to the amount by
which (i) 45% of "final average earnings" (as defined in (A)
of subsection (I) of this Section 3(j)(i)) (without any
reduction) exceeds (ii) the amount payable to her set forth
in clause (D) of subsection (I) of this Section 3(j)(i). If
the Employee's benefits under the Company's qualified
retirement plan are to continue after his death for the
benefit of his surviving spouse or a designated beneficiary,
then he shall have the right at any time to change the
recipient of any survivorship benefit payable under the SRP;
provided, however, that any such change, if made after the
applicable deadline set forth in the qualified retirement
plan, shall not affect the amount of the benefit payable
under the SRP as originally calculated or the term for which
such benefit is payable, also as originally calculated.

(BBB) Notwithstanding the foregoing, the Employee shall be
entitled to elect that the SRP shall be paid in accordance
with any optional form of benefit available under the
Company's qualified retirement plan or as provided in
subsection (CCC) below.

(CCC) The Employee may elect (the "Employee's Lump Sum
Election") to receive payment of the actuarial equivalent of
the aggregate of his Normal Supplement or Early Retirement
Supplement, as the case may be (the "Employee's Benefit")
and the Survivor's Benefit in a lump sum in cash or in up to
five equal annual cash installments on or commencing on the
date of his retirement or the first day of any month
thereafter not later than the second anniversary of the date
of his retirement. If the Employee dies after retirement or
deemed retirement with an Employee's Lump Sum Election in
effect but prior to the payment of the full amount of the
lump sum or annual installments due thereunder, payment of
the unpaid amount thereof shall be made to his surviving
spouse, designated beneficiary or estate in accordance with
his election. Payment made in accordance with this
subsection (CCC) to the Employee, his surviving spouse,
designated beneficiary or estate shall constitute full and
complete satisfaction of the Company's obligation in respect
of the Employee's Benefit and the Survivor's Benefit.

(DDD) If the Employee does not make the Employee's Lump Sum
Election, the Employee's surviving spouse may elect (the
"Survivor's Lump Sum Election") to receive the actuarial
equivalent of the Survivor's Benefit, if any, in a lump sum
in cash or in up to five equal annual cash installments. A
lump sum or installments so elected by a surviving spouse
shall be paid on or commencing on the first day of the month
next following the month of the Employee's death, or the
first day of any month thereafter not later than the first
day of the month coincident with or next following the
second anniversary of his death.

(EEE) The Employee's Lump Sum Election and the Survivor's
Lump Sum Election shall be made, and may be rescinded, in
the same manner and at the same times as are prescribed for
the analogous elections under the Company's Supplemental
Executive Retirement Plan or any successor or replacement
plan (the "Basic SERP") or, at any time when there is no
Basic SERP in effect, in accordance with procedures
specified by the Executive Compensation and Organization
Committee of the Board of Directors of the Company (the
"Committee"). The amount of any lump sum or installment
payments of the Employee's Benefit or Survivor's Benefit
shall be computed in the same manner as is prescribed for
the analogous computations under the Basic SERP or, at any
time when there is no Basic SERP in effect or there are no
analogous computations provided under the Basic SERP, as
specified by the Committee.

(FFF) Notwithstanding any timely Employee's Lump Sum
Election or Survivor's Lump Sum Election, neither the
Employee nor the Employee's surviving spouse shall have the
right to receive the SRP in a form provided for in
subsection (CCC) or subsection (DDD), as the case may be, if
the Employee's employment is terminated for Cause (as
defined below). In the event the Employee dies before
retirement or deemed retirement, the Company shall have no
obligation in respect of the Employee's Benefit, and shall
be obligated to pay the Survivor's Benefit to his spouse,
if, but only if, the Employee's spouse shall survive him.

(GGG) The Committee may, in its sole discretion, defer the
payment of any lump sum or annual installment of the
Employee's Benefit to the Employee, if the Employee is, at
the time such amount would otherwise be paid, a "covered
employee" as defined in Section 162(m) of the Internal
Revenue Code of 1986, as amended, if such payment would be
subject to such Section's limitation on deductibility;
provided, however, that such payment shall not be deferred
to a date later than the earliest date in the year in which
such payment would not be subject to such limitation; and
further provided that the Company shall, at the time of
payment of any amount so deferred, pay interest thereon from
the due date thereof at a rate equal to the actual yield on
three-month U.S. Treasury bills as reported in the Wall
Street Journal on the first business day of each calendar
quarter, compounded quarterly.

(IV) In determining the SRP, the following rules shall
apply:

(AAAA) If, during the Employment Period, the Employee's
employment terminates by reason of death, or the Company
terminates the Employee's employment for Disability or
otherwise than for Cause, or the Employee terminates his
employment either for Good Reason or without any reason
during the Window Period (as the terms Disability, Cause,
Good Reason and Window Period are hereinafter defined),
then, in any such event, the references to final average
earnings, age and retirement in this subparagraph (j)(i) of
Section 3 shall be read in a manner that takes into account
the provisions in paragraphs (a)(iv), (b) and (c) of Section
5 of this Agreement regarding deemed compensation, deemed
age and deemed retirement, and the time of payment of the
SRP shall be determined in accordance with such provisions.

(BBBB) Except as otherwise specifically provided for in this
Agreement, the provisions of the Company's qualified
retirement plan and of the Basic SERP applicable to the
Employee shall apply to the SRP provided hereunder.

2. Subparagraph (a)(iv) of Section 5 is hereby amended to
read in its entirety as follows:

(iv) for all purposes of subparagraph (j)(i) of Section 3
above (including without limitation both the computation and
time of payment of the SRP), the Employee shall be deemed to
have retired at age 62 on the Date of Termination with final
average earnings computed as if the compensation for his
final three years consisted of the compensation paid
pursuant to subparagraph (a)(i)(B) of this Section 5 and the
compensation for the two years preceding his final three
years consisted of the compensation actually paid to him
with respect to the year in which the Date of Termination
occurs (including without limitation the compensation
payable pursuant to subparagraph (a)(i)(A) of this Section
5) and the compensation actually paid to him with respect to
the year preceding the year in which the Date of Termination
occurs.

3. Subparagraph (b) of Section 5 is hereby amended by adding
the following sentences at the end thereof:

For all purposes of determining the Survivor's Benefit, if
any, pursuant to subparagraph (j)(i) of Section 3 above
(including without limitation both the computation and time
of payment of the Survivor's Benefit), the Employee shall be
deemed to have attained age 62 and retired immediately
before his death. For purposes of determining the
Supplemental Retirement Amount payable pursuant to this
subparagraph (b), references in the definition of
"Supplemental Retirement Amount" set forth in subparagraph
(a)(i)(C) of this Section 5 to the Employee's retirement
benefits shall be deemed to refer to the Survivor's Benefit
and the other retirement benefits payable to the Employee's
surviving spouse and/or beneficiaries and estate.
4. Subparagraph (c) of Section 5 is hereby amended by
adding the following sentence at the end thereof:

For all purposes of determining the SRP pursuant to
subparagraph (j)(i) of Section 3 above (including without
limitation both the computation and the time of payment of
the SRP), the Employee shall be deemed to have retired at
age 62 on the Date of Termination.

5. Section and other headings contained in the Employment
Agreement, as hereby amended, are for reference purposes
only and are not intended to interpret, define or limit any
provision of such Agreement.

6. This Second Amendment and the Employment Agreement
constitute the entire agreement between the parties with
respect to the subject matter hereof and supersede all prior
agreements and understandings between the parties with
respect to the subject matter hereof. The Employment
Agreement, as amended by this Second Amendment, is and shall
continue to be in full force and effect and is hereby in all
respects ratified and confirmed.

IN WITNESS WHEREOF, the Employee and, pursuant to due
authorization from its Board of Directors, the Company have
caused this Agreement to be executed as of the day and year
first above written.

Richard J. Kogan
_____________________________
Richard J. Kogan

SCHERING-PLOUGH CORPORATION

Robert P. Luciano
______________________________
Robert P. Luciano
Chairman of the Board and Chief
Executive Officer

1n8886-1

Exhibit 10 (e)(iii)
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT to the Employment Agreement by and
between SCHERING-PLOUGH CORPORATION, a New Jersey corpora-
tion (the "Company"), and HUGH A. D'ANDRADE (the "Employee")
dated as of June 28, 1994 (the "Employment Agreement"), made
and entered into as of this 1st day of March, 1995;

WHEREAS, the Company and the Employee wish to amend the
Employment Agreement as set forth below;

NOW, THEREFORE, IN CONSIDERATION of the mutual promises,
covenants and agreements set forth below, it is hereby
agreed as follows:

1. Subparagraph (j)(i) of Section 3 of the Employment
Agreement is hereby amended to read in its entirety as
follows:

plus

one percent (1%) of the same "final average earnings" times
his years of service with the Company in excess of twenty
(20) years;

(D) is the sum of (I) the Employee's pension from the
Company's qualified retirement plan and retirement benefits
equalization plan applicable to him and (II) the amount of
any benefits paid under the Company's Supplemental Executive
Retirement Plan or any successor or replacement plan
(collectively with the SRP, the "SERP").

(III) Any SRP that becomes payable pursuant to subsection
(I) or (II) of this Section 3(j)(i) shall be payable as
follows.

(IV) In determining the SRP, the following rules shall
apply:

(AAAA)If, during the Employment Period, the Employee's
employment terminates by reason of death, or the Company
terminates the Employee's employment for Disability or
otherwise than for Cause, or the Employee terminates his
employment either for Good Reason or without any reason
during the Window Period (as the terms Disability, Cause,
Good Reason and Window Period are hereinafter defined),
then, in any such event, the references to final average
earnings, age and retirement in this subparagraph (j)(i) of
Section 3 shall be read in a manner that takes into account
the provisions in paragraphs (a)(iv), (b) and (c) of Section
5 of this Agreement regarding deemed compensation, deemed
age and deemed retirement, and the time of payment of the
SRP shall be determined in accordance with such provisions.

2. Subparagraph (a)(iv) of Section 5 is hereby amended to
read in its entirety as follows:

3. Subparagraph (b) of Section 5 is hereby amended by adding
the following sentences at the end thereof:

6. This First Amendment and the Employment Agreement
constitute the entire agreement between the parties with
respect to the subject matter hereof and supersede all prior
agreements and understandings between the parties with
respect to the subject matter hereof. The Employment
Agreement, as amended by this First Amendment, is and shall
continue to be in full force and effect and is hereby in all
respects ratified and confirmed.

IN WITNESS WHEREOF, the Employee and, pursuant to due
authorization from its Board of Directors, the Company have
caused this Agreement to be executed as of the day and year
first above written.

Hugh A. D'Andrade
_____________________________
Hugh A. D'Andrade

SCHERING-PLOUGH CORPORATION

Robert P. Luciano
______________________________
Robert P. Luciano
Chairman of the Board and Chief
Executive Officer

18152-1

EMPLOYMENT AGREEMENT

Exhibit 10(e)(iv)

AGREEMENT by and between Schering-Plough Corporation, a New
Jersey corporation (the "Company") and _________ _________
(the "Executive"), dated as of the ___ day of _______, 1994.

The Board of Directors of the Company (the "Board"), has
determined that it is in the best interests of the Company
and its shareholders to assure that the Company will have
the continued dedication of the Executive, notwithstanding
the possibility, threat or occurrence of a Change of Control
(as defined below) of the Company. The Board believes it is
imperative to diminish the inevitable distraction of the
Executive by virtue of the personal uncertainties and risks
created by a pending or threatened Change of Control and to
encourage the Executive's full attention and dedication to
the Company currently and in the event of any threatened or
pending Change of Control, and to provide the Executive with
compensation and benefits arrangements upon a Change of
Control which ensure that the compensation and benefits
expectations of the Executive will be satisfied and which
are competitive with those of other corporations.
Therefore, in order to accomplish these objectives, the
Board has caused the Company to enter into this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1. Certain Definitions. (a) The "Effective Date" shall
mean the first date during the Change of Control Period (as
defined in Section 1(b)) on which a Change of Control (as
defined in Section 2) occurs. Anything in this Agreement to
the contrary notwithstanding, if a Change of Control occurs
and if the Executive's employment with the Company is termi-
nated prior to the date on which the Change of Control oc-
curs, and if it is reasonably demonstrated by the Executive
that such termination of employment (i) was at the request
of a third party who has taken steps reasonably calculated
to effect a Change of Control or (ii) otherwise arose in
connection with or anticipation of a Change of Control, then
for all purposes of this Agreement the "Effective Date"
shall mean the date immediately prior to the date of such
termination of employment.

(b) The "Change of Control Period" shall mean the period
commencing on the date hereof and ending on the third an-
niversary of the date hereof; provided, however, that com-
mencing on the date one year after the date hereof, and on
each annual anniversary of such date (such date and each an-
nual anniversary thereof shall be hereinafter referred to as
the "Renewal Date"), unless previously terminated, the
Change of Control Period shall be automatically extended so
as to terminate three years from such Renewal Date, unless
at least 60 days prior to the Renewal Date the Company shall
give notice to the Executive that the Change of Control
Period shall not be so extended.

2. Change of Control. For the purpose of this Agreement,
a "Change of Control" shall mean:

(a) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act")) (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of
securities of the Company where such acquisition causes such
Person to own 20% or more of either (i) the then outstanding
shares of common stock of the Company (the "Outstanding
Company Common Stock") or (ii) the combined voting power of
the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided, however,
that for purposes of this subsection (a), the following
acquisitions shall not be deemed to result in a Change of
Control: (i) any acquisition directly from the Company,
(ii) any acquisition by the Company, (iii) any acquisition
by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by
the Company or (iv) any acquisition by any corporation
pursuant to a transaction which complies with clauses (i),
(ii) and (iii) of subsection (c) of this Section 2; and
provided, further, that if any Person's beneficial ownership
of the Outstanding Company Voting Securities reaches or
exceeds 20% as a result of a transaction described in clause
(i) or (ii) above, and such Person subsequently acquires
beneficial ownership of additional voting securities of the
Company, such subsequent acquisition shall be treated as an
acquisition that causes such Person to own 20% or more of
the Outstanding Company Voting Securities; or

(b) Individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent
to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a
vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but exclud-
ing, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or
removal of directors or other actual or threatened solicita-
tion of proxies or consents by or on behalf of a Person
other than the Board; or

(c) Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or
substantially all of the assets of the Company (a "Business
Combination"), in each case, unless, following such Business
Combination, (i) all or substantially all of the individuals
and entities who were the beneficial owners, respectively,
of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more
than 50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the
corporation resulting from such Business Combination
(including, without limitation, a corporation which as a
result of such transaction owns the Company or all or sub-
stantially all of the Company's assets either directly or
through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such
Business Combination of the Outstanding Company Common Stock
and Outstanding Company Voting Securities, as the case may
be, (ii) no Person (excluding any corporation resulting from
such Business Combination or any employee benefit plan (or
related trust) of the Company or such corporation resulting
from such Business Combination) beneficially owns, directly
or indirectly, 20% or more of, respectively, the then out-
standing shares of common stock of the corporation resulting
from such Business Combination or the combined voting power
of the then outstanding voting securities of such
corporation except to the extent that such ownership existed
prior to the Business Combination and (iii) at least a
majority of the members of the board of directors of the
corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution
of the initial agreement, or of the action of the Board,
providing for such Business Combination; or

(d) Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.

3. Employment Period. The Company hereby agrees to
continue the Executive in its employ, and the Executive
hereby agrees to remain in the employ of the Company subject
to the terms and conditions of this Agreement, for the
period commencing on the Effective Date and ending on the
earlier of (x) the third anniversary of such date and (y)
the Executive's 65th birthday (the "Employment Period").

4. Terms of Employment. (a) Position and Duties. (i)
During the Employment Period, (A) the Executive's position
(including status, offices, titles and reporting re-
quirements), authority, duties and responsibilities shall be
at least commensurate in all material respects with the most
significant of those held, exercised and assigned at any
time during the 120-day period immediately preceding the Ef-
fective Date and (B) the Executive's services shall be
performed at the location where the Executive was employed
immediately preceding the Effective Date or any office or
location less than 35 miles from such location.
(ii) During the Employment Period, and excluding any
periods of vacation and sick leave to which the Executive is
entitled, the Executive agrees to devote reasonable
attention and time during normal business hours to the
business and affairs of the Company and, to the extent
necessary to discharge the responsibilities assigned to the
Executive hereunder, to use the Executive's reasonable best
efforts to perform faithfully and efficiently such responsi-
bilities. During the Employment Period it shall not be a
violation of this Agreement for the Executive to (A) serve
on corporate, civic or charitable boards or committees, (B)
deliver lectures, fulfill speaking engagements or teach at
educational institutions and (C) manage personal invest-
ments, so long as such activities do not significantly
interfere with the performance of the Executive's
responsibilities as an employee of the Company in accordance
with this Agreement. It is expressly understood and agreed
that to the extent that any such activities have been
conducted by the Executive prior to the Effective Date, the
continued conduct of such activities (or the conduct of
activities similar in nature and scope thereto) subsequent
to the Effective Date shall not thereafter be deemed to
interfere with the performance of the Executive's
responsibilities to the Company.

(b) Compensation. (i) Base Salary. During the Employment
Period, the Executive shall receive an annual base salary
("Annual Base Salary"), which shall be paid at a
semi-monthly rate, at least equal to twenty-four times the
highest semi-monthly base salary paid or payable, including
any base salary which has been earned but deferred, to the
Executive by the Company and its affiliated companies in
respect of the twelve-month period immediately preceding the
month in which the Effective Date occurs. During the
Employment Period, the Annual Base Salary shall be reviewed
no more than 12 months after the last salary increase
awarded to the Executive prior to the Effective Date and
thereafter at least annually. Any increase in Annual Base
Salary shall not serve to limit or reduce any other
obligation to the Executive under this Agreement. Annual
Base Salary shall not be reduced after any such increase and
the term Annual Base Salary as utilized in this Agreement
shall refer to Annual Base Salary as so increased. As used
in this Agreement, the term "affiliated companies" shall
include any company controlled by, controlling or under com-
mon control with the Company.

(ii) Annual Bonus. In addition to Annual Base Salary, the
Executive shall be awarded, for each fiscal year ending
during the Employment Period, an annual bonus (the "Annual
Bonus") in cash at least equal to the Executive's highest
bonus under the Company's Executive Incentive Plan, or any
comparable bonus under any predecessor or successor plan,
for the last three full fiscal years prior to the Effective
Date (annualized in the event that the Executive was not
employed by the Company for the whole of such fiscal year)
(the "Recent Annual Bonus"). Each such Annual Bonus shall
be paid no later than the end of the third month of the
fiscal year next following the fiscal year for which the An-
nual Bonus is awarded, unless the Executive shall elect to
defer the receipt of such Annual Bonus.

(iii) Incentive, Savings and Retirement Plans. During the
Employment Period, the Executive shall be entitled to
participate in all incentive, profit-sharing, stock option,
stock award, savings and retirement plans, practices,
policies and programs applicable generally to other peer
executives of the Company and its affiliated companies, but
in no event shall such plans, practices, policies and
programs provide the Executive with incentive opportunities
(measured with respect to both regular and special incentive
opportunities, to the extent, if any, that such distinction
is applicable), savings opportunities and retirement benefit
opportunities, in each case, less favorable, in the
aggregate, than the most favorable of those provided by the
Company and its affiliated companies for the Executive under
such plans, practices, policies and programs as in effect at
any time during the 120-day period immediately preceding the
Effective Date or if more favorable to the Executive, those
provided generally at any time after the Effective Date to
other peer executives of the Company and its affiliated
companies.

(iv) Welfare Benefit Plans. During the Employment Period,
the Executive and/or the Executive's family, as the case may
be, shall be eligible for participation in and shall receive
all benefits under welfare benefit plans, practices,
policies and programs provided by the Company and its
affiliated companies (including, without limitation,
medical, prescription, dental, disability, employee life,
group life, accidental death and travel accident insurance
plans and programs) to the extent applicable generally to
other peer executives of the Company and its affiliated
companies, but in no event shall such plans, practices,
policies and programs provide the Executive with benefits
which are less favorable, in the aggregate, than the most
favorable of such plans, practices, policies and programs in
effect for the Executive at any time during the 120-day
period immediately preceding the Effective Date or, if more
favorable to the Executive, those provided generally at any
time after the Effective Date to other peer executives of
the Company and its affiliated companies.

(v) Expenses. During the Employment Period, the Executive
shall be entitled to receive prompt reimbursement for all
reasonable expenses incurred by the Executive in accordance
with the most favorable policies, practices and procedures
of the Company and its affiliated companies in effect for
the Executive at any time during the 120-day period
immediately preceding the Effective Date or, if more favor-
able to the Executive, as in effect generally at any time
thereafter with respect to other peer executives of the
Company and its affiliated companies.

(vi) Fringe Benefits. During the Employment Period, the
Executive shall be entitled to fringe benefits, including,
without limitation, tax and financial planning services,
payment of club dues, and, if applicable, use of an
automobile and payment of related expenses and use of
Company aircraft, in accordance with the most favorable
plans, practices, programs and policies of the Company and
its affiliated companies in effect for the Executive at any
time during the 120-day period immediately preceding the Ef-
fective Date or, if more favorable to the Executive, as in
effect generally at any time thereafter with respect to
other peer executives of the Company and its affiliated
companies.

(vii) Office and Support Staff. During the Employment
Period, the Executive shall be entitled to an office or
offices of a size and with furnishings and other ap-
pointments, and to personal secretarial and other
assistance, at least equal to the most favorable of the
foregoing provided to the Executive by the Company and its
affiliated companies at any time during the 120-day period
immediately preceding the Effective Date or, if more favor-
able to the Executive, as provided generally at any time
thereafter with respect to other peer executives of the
Company and its affiliated companies.

(viii) Vacation. During the Employment Period, the
Executive shall be entitled to paid vacation in accordance
with the most favorable plans, policies, programs and
practices of the Company and its affiliated companies as in
effect for the Executive at any time during the 120-day
period immediately preceding the Effective Date or, if more
favorable to the Executive, as in effect generally at any
time thereafter with respect to other peer executives of the
Company and its affiliated companies.

5. Termination of Employment. (a) Death or Disability.
The Executive's employment shall terminate automatically
upon the Executive's death during the Employment Period. If
the Company determines in good faith that the Disability of
the Executive has occurred during the Employment Period
(pursuant to the definition of Disability set forth below),
it may give to the Executive written notice in accordance
with Section 12(b) of this Agreement of its intention to
terminate the Executive's employment. In such event, the
Executive's employment with the Company shall terminate
effective on the 30th day after receipt of such notice by
the Executive (the "Disability Effective Date"), provided
that, within the 30 days after such receipt, the Executive
shall not have returned to full-time performance of the
Executive's duties. For purposes of this Agreement,
"Disability" shall mean the absence of the Executive from
the Executive's duties with the Company on a full-time basis
for 180 consecutive business days as a result of incapacity
due to mental or physical illness which is determined to be
total and permanent by a physician selected by the Company
or its insurers and acceptable to the Executive or the
Executive's legal representative.

(b) Cause. The Company may terminate the Executive's
employment during the Employment Period for Cause. For
purposes of this Agreement, "Cause" shall mean:

(i) the willful and continued failure of the Executive to
perform substantially the Executive's duties with the
Company or one of its affiliates (other than any such
failure resulting from incapacity due to physical or mental
illness), after a written demand for substantial performance
is delivered to the Executive by the Board or the Chief
Executive Officer of the Company which specifically
identifies the manner in which the Board or Chief Executive
Officer believes that the Executive has not substantially
performed the Executive's duties, or

(ii) the willful engaging by the Executive in illegal
conduct or gross misconduct which is materially and
demonstrably injurious to the Company.

For purposes of this provision, no act or failure to act, on
the part of the Executive, shall be considered "willful" un-
less it is done, or omitted to be done, by the Executive in
bad faith or without reasonable belief that the Executive's
action or omission was in the best interests of the Company.
Any act, or failure to act, based upon authority given pur-
suant to a resolution duly adopted by the Board or upon the
instructions of the Chief Executive Officer or a senior of-
ficer of the Company or based upon the advice of counsel for
the Company shall be conclusively presumed to be done, or
omitted to be done, by the Executive in good faith and in
the best interests of the Company. The cessation of
employment of the Executive shall not be deemed to be for
Cause unless and until there shall have been delivered to
the Executive a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters of the
entire membership of the Board at a meeting of the Board
called and held for such purpose (after reasonable notice is
provided to the Executive and the Executive is given an
opportunity, together with counsel, to be heard before the
Board), finding that, in the good faith opinion of the
Board, the Executive is guilty of the conduct described in
subparagraph (i) or (ii) above, and specifying the
particulars thereof in detail.
(c) Good Reason. The Executive's employment may be
terminated by the Executive for Good Reason. For purposes
of this Agreement, "Good Reason" shall mean:

(i) the assignment to the Executive of any duties
inconsistent in any respect with the Executive's position
(including status, offices, titles and reporting require-
ments), authority, duties or responsibilities as contem-
plated by Section 4(a) of this Agreement, or any other
action by the Company which results in a diminution in such
position, authority, duties or responsibilities, excluding
for this purpose an isolated, insubstantial and inadvertent
action not taken in bad faith and which is remedied by the
Company promptly after receipt of notice thereof given by
the Executive;

(ii) any failure by the Company to comply with any of the
provisions of Section 4(b) of this Agreement, other than an
isolated, insubstantial and inadvertent failure not
occurring in bad faith and which is remedied by the Company
promptly after receipt of notice thereof given by the
Executive;

(iii) the Company's requiring the Executive to be based at
any office or location other than as provided in Section
4(a)(i)(B) hereof or the Company's requiring the Executive
to travel on Company business to a substantially greater
extent than required immediately prior to the Effective
Date;

(iv) any purported termination by the Company of the
Executive's employment otherwise than as expressly
permitted by this Agreement; or

(v) any failure by the Company to comply with and satisfy
Section 11(c) of this Agreement.

For purposes of this Section 5(c), any good faith determina-
tion of "Good Reason" made by the Executive shall be conclu-
sive. Anything in this Agreement to the contrary notwith-
standing, a termination by the Executive for any reason dur-
ing the 30-day period immediately following the first
an-<PAGE>
niversary of the Effective Date shall
be deemed to be a ter-
mination for Good Reason for all purposes of this Agreement.

(d) Notice of Termination. Any termination by the Company
for Cause, or by the Executive for Good Reason, shall be
communicated by Notice of Termination to the other party
hereto given in accordance with Section 12(b) of this Agree-
ment. For purposes of this Agreement, a "Notice of Termina-
tion" means a written notice which (i) indicates the
specific termination provision in this Agreement relied
upon, (ii) to the extent applicable, sets forth in
reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executive's
employment under the provision so indicated and (iii) if the
Date of Termination (as defined below) is other than the
date of receipt of such notice, specifies the termination
date (which date shall be not more than thirty days after
the giving of such notice). The failure by the Executive or
the Company to set forth in the Notice of Termination any
fact or circumstance which contributes to a showing of Good
Reason or Cause shall not waive any right of the Executive
or the Company, respectively, hereunder or preclude the
Executive or the Company, respectively, from asserting such
fact or circumstance in enforcing the Executive's or the
Company's rights hereunder.

(e) Date of Termination. "Date of Termination" means (i)
if the Executive's employment is terminated by the Company
for Cause, or by the Executive for Good Reason, the date of
receipt of the Notice of Termination or any later date
specified therein, as the case may be, (ii) if the
Executive's employment is terminated by the Company other
than for Cause or Disability, the Date of Termination shall
be the date on which the Company notifies the Executive of
such termination and (iii) if the Executive's employment is
terminated by reason of death or Disability, the Date of
Termination shall be the date of death of the Executive or
the Disability Effective Date, as the case may be.

6. Obligations of the Company upon Termination. (a) Good
Reason; Other Than for Cause, Death or Disability. If,
during the Employment Period, the Company shall terminate
the Executive's employment other than for Cause or
Disability or the Executive shall terminate employment for
Good Reason:

(i)the Company shall pay to the Executive in a lump sum
in cash within 30 days after the Date of Termination the
aggregate of the following amounts:

A. the sum of (1) the Executive's Annual Base Salary
through the Date of Termination to the extent not
theretofore paid, (2) the product of (x) the higher of (I)
the Recent Annual Bonus and (II)
the Annual Bonus paid or payable, including any bonus or
portion thereof which has been earned but deferred (and
annualized for any fiscal year consisting of less than
twelve full months or during which the Executive was
employed for less than twelve full months), for the most
recently completed fiscal year during the Employment Period,
if any (such higher amount being referred to as the "Highest
Annual Bonus") and (y) a fraction, the numerator of which is
the number of days in the current fiscal year through the
Date of Termination, and the denominator of which is 365 and
(3) any compensation previously deferred by the Executive
(together with any accrued interest or earnings thereon) and
any accrued vacation pay, in each case to the extent not
theretofore paid (the sum of the amounts described in
clauses (1), (2), and (3) shall be hereinafter referred to
as the "Accrued Obligations"); and

B. the amount equal to the product of (1) the lesser of (x)
three and (y) the number of days after the Date of
Termination and on or before the Executive's 65th birthday,
divided by 365, times (2) the sum of (A) the Executive's
Annual Base Salary, (B) the Highest Annual Bonus and (C) the
highest contributions made under the Company's Employees'
Profit Sharing Incentive Plan and the Company's Profit
Sharing Benefits Equalization Plan or any successor or
replacement plans thereto, for any of the three calendar
years preceding the Date of Termination; and

C. an amount equal to the excess of (a) the actuarial
equivalent of the benefit under the Company's qualified
defined benefit retirement plan (the "Retirement Plan")
(utilizing actuarial assumptions no less favorable to the
Executive than those in effect under the Company's Re-
tirement Plan immediately prior to the Effective Date), and
any excess or supplemental retirement plans in which the
Executive participates (together, the "SERP") which the
Executive would have received if the Executive's employment
had continued for three years after the Date of Termination
or through age 65, if sooner, assuming for this purpose that
all accrued benefits were fully vested, and, assuming that
the Executive's compensation in each of the three years (or
the shorter period to age 65, if applicable) would have been
that required by Section 4(b)(i) and Section 4(b)(ii), over
(b) the actuarial equivalent of the Executive's actual
benefit (paid or payable), if any, under the Retirement Plan
and the SERP as of the Date of Termination; <PAGE>

(ii) for the lesser of
(x) three years after the
Executive's Date of Termination and (y) the period through
the Executive's 65th birthday, or such longer period as may
be provided by the terms of the appropriate plan, program,
practice or policy, the Company shall continue benefits to
the Executive and/or the Executive's family at least equal
to those which would have been provided to them in accor-
dance with the plans, programs, practices and policies
described in Section 4(b)(iv) of this Agreement if the
Executive's employment had not been terminated or, if more
favorable to the Executive, as in effect generally at any
time thereafter with respect to other peer executives of the
Company and its affiliated companies and their families,
provided, however, that if the Executive becomes reemployed
with another employer and is eligible to receive medical or
other welfare benefits under another employer provided plan,
the medical and other welfare benefits described herein
shall be secondary to those provided under such other plan
during such applicable period of eligibility. For purposes
of determining eligibility (but not the time of commencement
of benefits) of the Executive for retiree benefits pursuant
to such plans, practices, programs and policies, the Ex-
ecutive shall be considered to have remained employed until
three years after the Date of Termination and to have
retired on the last day of such period; and

(iii) to the extent not theretofore paid or provided, the
Company shall timely pay or provide to the Executive any
other amounts or benefits required to be paid or provided or
which the Executive is eligible to receive under any plan,
program, policy or practice or contract or agreement of the
Company and its affiliated companies (such other amounts and
benefits shall be hereinafter referred to as the "Other
Benefits").

(b) Death. If the Executive's employment is terminated by
reason of the Executive's death during the Employment
Period, this Agreement shall terminate without further
obligations to the Executive's legal representatives under
this Agreement, other than for payment of Accrued
Obligations and the timely payment or provision of Other
Benefits. Accrued Obligations shall be paid to the
Executive's estate or beneficiary, as applicable, in a lump
sum in cash within 30 days of the Date of Termination. With
respect to the provision of Other Benefits, the term Other
Benefits as utilized in this Section 6(b) shall include,
without limitation, and the Executive's estate and/or
beneficiaries shall be entitled to receive, benefits at
least equal to the most favorable benefits provided by the
Company and affiliated companies to the estates and
beneficiaries of peer executives of the Company and such af-
filiated companies under such plans, programs, practices and
policies relating to death benefits and survivor benefits,
if any, as in effect with respect to other peer executives
and their beneficiaries at any time during the 120-day
period immediately preceding the Effective Date or, if more
favorable to the Executive's estate and/or the Executive's
beneficiaries, as in effect on the date of the Executive's
death with respect to other peer executives of the Company
and its affiliated companies and their beneficiaries.

(c) Disability. If the Executive's employment is terminated
by reason of the Executive's Disability during the
Employment Period, this Agreement shall terminate without
further obligations to the Executive, other than for payment
of Accrued Obligations and the timely payment or provision
of Other Benefits. Accrued Obligations shall be paid to the
Executive in a lump sum in cash within 30 days of the Date
of Termination. With respect to the provision of Other
Benefits, the term Other Benefits as utilized in this
Section 6(c) shall include, without limitation, and the
Executive shall be entitled after the Disability Effective
Date to receive, disability and other benefits at least
equal to the most favorable of those generally provided by
the Company and its affiliated companies to disabled
executives and/or their families in accordance with such
plans, programs, practices and policies relating to dis-
ability, if any, as in effect generally with respect to
other peer executives and their families at any time during
the 120-day period immediately preceding the Effective Date
or, if more favorable to the Executive and/or the
Executive's family, as in effect at any time thereafter
generally with respect to other peer executives of the Com-
pany and its affiliated companies and their families.

(d) Cause; Other than for Good Reason. If the Executive's
employment shall be terminated for Cause during the
Employment Period, this Agreement shall terminate without
further obligations to the Executive other than the obliga-
tion to pay to the Executive (x) his Annual Base Salary
through the Date of Termination, (y) the amount of any com-
pensation previously deferred by the Executive, and (z)
Other Benefits, in each case to the extent theretofore
unpaid. If the Executive voluntarily terminates employment
during the Employment Period, excluding a termination for
Good Reason, this Agreement shall terminate without further
obligations to the Executive, other than for Accrued Obliga-
tions and the timely payment or provision of Other Benefits.
In such case, all Accrued Obligations shall be paid to the
Executive in a lump sum in cash within 30 days of the Date
of Termination.

7. Non-exclusivity of Rights. Nothing in this Agreement
shall prevent or limit the Executive's continuing or future
participation in any plan, program, policy or practice
provided by the Company or any of its affiliated companies
and for which the Executive may qualify, nor, subject to
Section 12(f), shall anything herein limit or otherwise af-
fect such rights as the Executive may have under any
contract or agreement with the Company or any of its af-
filiated companies. Amounts which are vested benefits or
which the Executive is otherwise entitled to receive under
any plan, policy, practice or program of or any contract or
agreement with the Company or any of its affiliated
companies at or subsequent to the Date of Termination shall
be payable in accordance with such plan, policy, practice or
program or contract or agreement except as explicitly
modified by this Agreement.

8. Full Settlement. The Company's obligation to make the
payments provided for in this Agreement and otherwise to
perform its obligations hereunder shall not be affected by
any set-off, counterclaim, recoupment, defense or other
claim, right or action which the Company may have against
the Executive or others. In no event shall the Executive be
obligated to seek other employment or take any other action
by way of mitigation of the amounts payable to the Executive
under any of the provisions of this Agreement and such
amounts shall not be reduced whether or not the Executive
obtains other employment. The Company agrees to pay as
incurred, to the full extent permitted by law, all legal
fees and expenses which the Executive may reasonably incur
as a result of any contest (regardless of the outcome
thereof) by the Company, the Executive or others of the
validity or enforceability of, or liability under, any
provision of this Agreement or any guarantee of performance
thereof (including as a result of any contest by the Execu-
tive about the amount of any payment pursuant to this Agree-
ment), plus in each case interest on any delayed payment at
the applicable Federal rate provided for in Section
7872(f)(2)(A) of the Internal Revenue Code of 1986, as
amended (the "Code").

9. Certain Additional Payments by the Company.

(a) Anything in this Agreement to the contrary not-
withstanding and except as set forth below, in the event it
shall be determined that any payment or distribution by the
Company to or for the benefit of the Executive (whether paid
or payable or distributed or distributable pursuant to the
terms of this Agreement or otherwise, but determined without
regard to any additional payments required under this Sec-
tion 9) (a "Payment") would be subject to the excise tax im-
posed by Section 4999 of the Code or any interest or penal-
ties are incurred by the Executive with respect to such ex-
cise tax (such excise tax, together with any such interest
and penalties, are hereinafter collectively referred to as
the "Excise Tax"), then the Executive shall be entitled to
receive an additional payment (a "Gross-Up Payment") in an
amount such that after payment by the Executive of all taxes
(including any interest or penalties imposed with respect to
such taxes), including, without limitation, any income taxes
(and any interest and penalties imposed with respect
thereto) and Excise Tax imposed upon the Gross-Up Payment,
the Executive retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payments.

(b) Subject to the provisions of Section 9(c), all
determinations required to be made under this Section 9, in-
cluding whether and when a Gross-Up Payment is required and
the amount of such Gross-Up Payment and the assumptions to
be utilized in arriving at such determination, shall be made
by Deloitte & Touche or such other certified public ac-
counting firm as may be designated by the Executive (the
"Accounting Firm") which shall provide detailed supporting
calculations both to the Company and the Executive within 15
business days of the receipt of notice from the Executive
that there has been a Payment, or such earlier time as is
requested by the Company. In the event that the Accounting
Firm is serving as accountant or auditor for the individual,
entity or group effecting the Change of Control, the
Executive shall appoint another nationally recognized ac-
counting firm to make the determinations required hereunder
(which accounting firm shall then be referred to as the Ac-
counting Firm hereunder). All fees and expenses of the Ac-
counting Firm shall be borne solely by the Company. Any
Gross-Up Payment, as determined pursuant to this Section 9,
shall be paid by the Company to the Executive within five
days of the receipt of the Accounting Firm's determination.
Any determination by the Accounting Firm shall be binding
upon the Company and the Executive. As a result of the
uncertainty in the application of Section 4999 of the Code
at the time of the initial determination by the Accounting
Firm hereunder, it is possible that Gross-Up Payments which
will not have been made by the Company should have been made
("Underpayment"), consistent with the calculations required
to be made hereunder. In the event that the Company
exhausts its remedies pursuant to Section 9(c) and the
Executive thereafter is required to make a payment of any
Excise Tax, the Accounting Firm shall determine the amount
of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for
the benefit of the Executive.

(c) The Executive shall notify the Company in writing of any
claim by the Internal Revenue Service that, if successful,
would require the payment by the Company of the Gross-Up
Payment. Such notification shall be given as soon as
practicable but no later than ten business days after the
Executive is informed in writing of such claim and shall ap-
prise the Company of the nature of such claim and the date
on which such claim is requested to be paid. The Executive
shall not pay such claim prior to the expiration of the 30-
day period following the date on which it gives such notice
to the Company (or such shorter period ending on the date
that any payment of taxes with respect to such claim is
due). If the Company notifies the Executive in writing
prior to the expiration of such period that it desires to
contest such claim, the Executive shall:

(i) give the Company any information reasonably
requested by the Company relating to such claim,

(ii)take such action in connection with contesting such
claim as the Company shall reasonably request in writing
from time to time, including, without limitation, accepting
legal representation with respect to such claim by an
attorney reasonably selected by the Company,

(iii)cooperate with the Company in good faith in order
effectively to contest such claim, and

(iv) permit the Company to participate in any pro-
ceedings relating to such claim;

provided, however, that the Company shall bear and pay di-
rectly all costs and expenses (including additional interest
and penalties) incurred in connection with such contest and
shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including
interest and penalties with respect thereto) imposed as a
result of such representation and payment of costs and ex-
penses. Without limitation on the foregoing provisions of
this Section 9(c), the Company shall control all proceedings
taken in connection with such contest and, at its sole op-
tion, may pursue or forgo any and all administrative
appeals, proceedings, hearings and conferences with the
taxing authority in respect of such claim and may, at its
sole option, either direct the Executive to pay the tax
claimed and sue for a refund or contest the claim in any
permissible manner, and the Executive agrees to prosecute
such contest to a determination before any administrative
tribunal, in a court of initial jurisdiction and in one or
more appellate courts, as the Company shall determine;
provided, however, that if the Company directs the Executive
to pay such claim and sue for a refund, the Company shall
advance the amount of such payment to the Executive, on an
interest-free basis and shall indemnify and hold the Execu-
tive harmless, on an after-tax basis, from any Excise Tax or
income tax (including interest or penalties with respect
thereto) imposed with respect to such advance or with
respect to any imputed income with respect to such advance;
and further provided that any extension of the statute of
limitations relating to payment of taxes for the taxable
year of the Executive with respect to which such contested
amount is claimed to be due is limited solely to such
contested amount. Furthermore, the Company's control of the
contest shall be limited to issues with respect to which a
Gross-Up Payment would be payable hereunder and the
Executive shall be entitled to settle or contest, as the
case may be, any other issue raised by the Internal Revenue
Service or any other taxing authority.

(d) If, after the receipt by the Executive of an amount
advanced by the Company pursuant to Section 9(c), the
Executive becomes entitled to receive any refund with
respect to such claim, the Executive shall (subject to the
Company's complying with the requirements of Section 9(c))
promptly pay to the Company the amount of such refund
(together with any interest paid or credited thereon after
taxes applicable thereto). If, after the receipt by the
Executive of an amount advanced by the Company pursuant to
Section 9(c), a determination is made that the Executive
shall not be entitled to any refund with respect to such
claim and the Company does not notify the Executive in
writing of its intent to contest such denial of refund prior
to the expiration of 30 days after such determination, then
such advance shall be forgiven and shall not be required to
be repaid and the amount of such advance shall offset, to
the extent thereof, the amount of Gross-Up Payment required
to be paid.

10. Confidential Information. The Executive shall hold in
a fiduciary capacity for the benefit of the Company all
secret or confidential information, knowledge or data
relating to the Company or any of its affiliated companies,
and their respective businesses, which shall have been ob-
tained by the Executive during the Executive's employment by
the Company or any of its affiliated companies and which
shall not be or become public knowledge (other than by acts
by the Executive or representatives of the Executive in vio-
lation of this Agreement). After termination of the
Executive's employment with the Company, the Executive shall
not, without the prior written consent of the Company or as
may otherwise be required by law or legal process, communi-
cate or divulge any such information, knowledge or data to
anyone other than the Company and those designated by it.
In no event shall an asserted violation of the provisions of
this Section 10 constitute a basis for deferring or
withholding any amounts otherwise payable to the Executive
under this Agreement.

11. Successors. (a) This Agreement is personal to the
Executive and without the prior written consent of the
Company shall not be assignable by the Executive otherwise
than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable
by the Executive's legal representatives.

(b) This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns.

(c) The Company shall require any successor (whether direct
or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business
and/or assets of the Company to assume expressly and agree
to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if
no such succession had taken place. As used in this
Agreement, "Company" shall mean the Company as hereinbefore
defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement
by operation of law, or otherwise.

12. Miscellaneous. (a) This Agreement shall be governed
by and construed in accordance with the laws of the State of
New Jersey, without reference to principles of conflict of
laws. The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect. This
Agreement may not be amended or modified otherwise than by a
written agreement executed by the parties hereto or their
respective successors and legal representatives.

(b) All notices and other communications hereunder shall be
in writing and shall be given by hand delivery to the other
party or by registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:

If to the Executive:

If to the Company:

Schering-Plough Corporation
One Giralda Farms
Madison, New Jersey 07940
Attention: General Counsel

or to such other address as either party shall have
furnished to the other in writing in accordance herewith.
Notice and communications shall be effective when actually
received by the addressee.
<PAGE>
(c) The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement.

(d) The Company may withhold from any amounts payable under
this Agreement such Federal, state, local or foreign taxes
as shall be required to be withheld pursuant to any ap-
plicable law or regulation.

(e) The Executive's or the Company's failure to insist upon
strict compliance with any provision of this Agreement or
the failure to assert any right the Executive or the Company
may have hereunder, including, without limitation, the right
of the Executive to terminate employment for Good Reason
pursuant to Section 5(c)(i)-(v) of this Agreement, shall not
be deemed to be a waiver of such provision or right or any
other provision or right of this Agreement.

(f) The Executive and the Company acknowledge that, except
as may otherwise be provided under any other written
agreement between the Executive and the Company, the employ-
ment of the Executive by the Company is "at will" and, sub-
ject to Section 1(a) hereof, prior to the Effective Date,
the Executive's employment and/or this Agreement may be ter-
minated by either the Executive or the Company at any time
prior to the Effective Date, in which case the Executive
shall have no further rights under this Agreement. From and
after the Effective Date this Agreement shall supersede any
prior agreement between the parties with respect to the sub-
ject matter hereof.

<PAGE>
IN WITNESS WHEREOF, the Executive has hereunto set the
Executive's hand and, pursuant to the authorization from its
Board of Directors, the Company has caused these presents to
be executed in its name on its behalf, all as of the day and
year first above written.

__________________________
[Executive]

SCHERING-PLOUGH CORPORATION

By________________________
Robert P. Luciano
Chairman of the Board and
Chief Executive Officer

18721-1

Exhibit 10(h)
SCHERING-PLOUGH CORPORATION

Amendments to

Supplemental Executive Retirement Plan

The Supplemental Executive Retirement Plan is hereby amended
effective as of October 1, 1994, as follows:

1. SECTION 1, Definitions, is hereby amended in its entirety to
read as follows:

1.1 "Affiliate" means any corporation, partnership or other
organization controlled by or under common control with the
Corporation.

1.2 "Basic Plan" means as to any Participant or Former
Participant the qualified retirement or pension plan of the
Corporation or an Affiliate pursuant to which retirement benefits
are payable to such Participant or Former Participant or to the
Surviving Spouse or designated Beneficiary of a deceased
Participant or Former Participant.

1.3 "Basic Plan Benefit" means the amount of benefit payable
from the Basic Plan to a Participant or Former Participant.

1.4 "Board" means the Board of Directors of Schering-Plough
Corporation.

1.5 "Change of Control" means Change of Control as defined in
the Corporation's 1992 Stock Incentive Plan.

1.6 "Committee" means the Committee provided for in Section 6
of the Plan.

1.7 "Corporation" means Schering-Plough Corporation, a New
Jersey Corporation, and any successor or assigns thereto.

1.8 "Deferral Rate" means a rate equal to the actual yield on
three-month U.S. Treasury bills as reported in the Wall Street
Journal on the first business day of each calendar quarter.

1.9 "Earnings" means the base pay received as an employee as
salary or wages, including any amounts deferred under a plan
qualified under Section 401(k) of the Internal Revenue Code, and
bonuses awarded under any executive or management incentive plan
of the Corporation or an Affiliate, excluding without limitation
any stock awards, stock options and rights under any Stock
Option, Employee Stock Ownership, or Stock Incentive Plan of the
Corporation, any pensions, profit-sharing, pay in lieu of
vacation, or other special remuneration.

"Average Final Earnings" means a Participant's or Former
Participant's average annual Earnings during the sixty
consecutive months for which his Earnings were highest during the
last one hundred twenty consecutive months of his Service.
1.10 "Effective Date" means January 1, 1983.

1.11 "Former Participant" means an executive employee who has
been removed from further participation in the Plan.

1.12"Optional Survivor's Benefit Payment Date" means (a), in the
case of a Participant or Former Participant having at least ten
years of employment with the Corporation or an Affiliate, the
first day of the month coincident with or next following the date
of his death and (b), in the case of a Participant or Former
Participant having less than ten years of employment with the
Corporation or an Affiliate, the first day of the month
coincident with or next following (i) the date on which the
Participant or Former Participant would have attained age 55 or,
(ii) if later, the date on which the Participant or Former
Participant dies.

1.13 "Other Retirement Income" means retirement income payable
to a Participant or Former Participant from the following
sources:

(a) any Retirement Benefits Equalization Plan of the Corporation
or an Affiliate; and

(b) any other contract, agreement or other arrangement with the
Corporation or an Affiliate (excluding any Basic Plan) to the
extent it provides retirement or pension benefits.
1.14 "Participant" means an executive employee of the
Corporation or an Affiliate who becomes a participant in the plan
pursuant to Section 2.

1.15 "Plan" means this Supplemental Executive Retirement Plan,
as amended from time to time.

1.16 "Retirement" means the termination of a Participant's or
Former Participant's employment with the Corporation or an
Affiliate on one of the retirement dates specified in Section 3
or the deemed retirement of a Participant or a Former Participant
pursuant to an employment agreement between him and the
Corporation.

1.17 "Service" means a Participant's period of employment with
the Corporation or an Affiliate for which benefits are accrued
under the relevant Basic Plan.

1.18 "Surviving Spouse" means the spouse of a deceased
Participant or Former Participant to whom such Participant or
Former Participant has been validly married for a continuous
period of at least one year immediately preceding such
Participant or Former Participant's death.

1.19 The masculine gender, where appearing in the Plan, will be
deemed to include the feminine gender, and the singular may
include the plural, unless the context clearly indicates the
contrary.

2. The last sentence of SECTION 4.3 is hereby amended in its
entirety to read as follows:

The Benefit of a Participant or Former Participant, whose
employment is terminated other than by Retirement, disability, or
death, shall be an annual benefit payable monthly commencing on
the first day of the calendar month coincident with or next
following his Normal Retirement Date, as determined under the
preceding sentence but without taking into account the reduction
factors, and if such Benefit is payable in a lump sum or annual
installments pursuant to an election made in accordance with
Section 4.6, payment thereof shall be made or commence on such
Normal Retirement Date or on the first day of any month
thereafter not later than the second anniversary of such Normal
Retirement Date.

3. SECTION 4.6 is hereby amended in its entirety to read as
follows:

4.6 The benefits under this Plan shall be payable to a
Participant or Former Participant in the normal form such
Participant's or Former Participant's retirement benefits would
be payable under the Basic Plan determined solely on the basis of
his marital status on his retirement benefit commencement date
and without regard for any optional form of benefits elected
under the Basic Plan. Notwithstanding the preceding sentence, a
Participant or Former Participant may elect that payment of any
benefits under this Plan shall be made in accordance with any
optional form of benefit available under the Basic Plan or as
hereinafter provided in this Section 4.6. A Participant or
Former Participant may elect (the "Participant's Lump Sum
Election") to receive payment of the actuarial equivalent of the
aggregate of his benefits under this Plan and any Survivor's
Benefit payable to his Surviving Spouse under this Plan in a lump
sum in cash or in up to five equal annual cash installments on or
commencing on his Early Retirement Date, Normal Retirement Date,
or Deferred or Postponed Retirement Date or the first day of any
month thereafter not later than the second anniversary of such
Early Retirement Date, Normal Retirement Date, or Deferred or
Postponed Retirement Date, as the case may be. If a Participant
or a Former Participant terminates his employment by Retirement
and dies with a Participant's Lump Sum Election in effect but
prior to the payment of the full amount of such lump sum or
annual installments, payment of the unpaid amount thereof shall
be made to his Surviving Spouse, designated Beneficiary or estate
in accordance with such Election. Payment made in accordance
with either of the two preceding sentences to the Participant or
Former Participant, his Surviving Spouse, designated Beneficiary
or estate shall constitute full and complete satisfaction of the
Company's obligation in respect of the benefits of such
Participant or Former Participant and any Survivor's Benefit of
his Surviving Spouse. If a Participant or Former Participant
dies before Retirement, the Company shall have no obligation in
respect of his benefits under this Plan and shall be obligated to
pay any Survivor's Benefit, if, but only if, his spouse shall
survive him. If the Participant or Former Participant does not
make the Participant's Lump Sum Election, he may nevertheless
elect (the "Survivor's Lump Sum Election") that if he should die
prior to termination of employment, his Surviving Spouse shall
receive the actuarial equivalent of her Survivor's Benefit, if
any, in a lump sum in cash or in up to five equal annual cash
installments on or commencing on the Optional Survivor's Benefit
Payment Date or the first day of any month thereafter not later
than the first day of the month coincident with or next following
the second anniversary of the Optional Survivor's Benefit Payment
Date. A Participant or a Former Participant may make any
election pursuant to this Section 4.6, or may modify or rescind
such an election previously made: (a), in the case of an election
of a form of benefit other than a lump sum or annual installments
pursuant to a Participant's Lump Sum Election or a Survivor's
Lump Sum Election, at any time prior to the Participant's or
Former Participant's Retirement, except that in the case of a
Participant or Former Participant whose employment is terminated
other than by Retirement, such election, modification or
rescission must be made at least 90 days prior to his Normal
Retirement Date; (b), in the case of a Participant's Lump Sum
Election by a Participant or a Former Participant whose
Retirement occurs on or after October 1, 1994, and on or before
July 1, 1995, at least 30 days prior to the date of his
Retirement; (c), in the case of a Participant's Lump Sum Election
by a Participant or a Former Participant who is not covered by
clause (b) of this sentence, not later than the end of the
calendar year preceding the calendar year in which the
termination of his employment occurs and at least six months
prior to such termination of employment; and (d), in the case of
a Survivor's Lump Sum Election by a Participant or Former
Participant, at least six months prior to his death; provided,
however, that in the event of a Change of Control, a Participant
or Former Participant may make a Participant's Lump Sum Election
or a Survivor's Lump Sum Election, or modify or rescind such an
Election previously made, within a period of 60 days following
such Change of Control but in no event later than 30 days prior
to the date of the termination of his employment. Any election
pursuant to this Section 4.6, or any modification or rescission
of a previous election, shall be made in writing and filed with
the Committee before the applicable limitation of time specified
in this Section 4.6, and any election purported to be filed after
the applicable limitation of time shall be void. Unless
otherwise specified in the written form of election, the
actuarial equivalent of the benefits payable to a Participant or
a Former Participant who has made a Participant's Lump Sum
Election, and the actuarial equivalent of any Survivor's Benefit
payable to his Surviving Spouse pursuant to a Survivor's Lump Sum
Election, shall be paid in five equal annual installments
commencing on his Early Retirement Date, Normal Retirement Date,
Deferred or Postponed Retirement Date, or the first day of the
month coincident with or next following his death, as the case
may be. If benefits under this Plan are payable to a Participant
or Former Participant in a different form than his retirement
benefits under the Basic Plan, the amount of the offset provided
in this Plan for such Participant's or Former Participant's Basic
Plan Benefit shall be actuarially converted into the form of
benefit payable under this Plan but solely for purposes of
calculating the amount of such offset. The amount of any lump
sum payment shall be equal to the actuarial present value of the
benefits payable under this Plan to a Participant, Former
Participant or Surviving Spouse calculated as of the Early
Retirement Date, Normal Retirement Date, Deferred or Postponed
Retirement Date, or date of death of the Participant or Former
Participant, as the case may be, by utilizing (a) the interest
rate determined as of such Retirement Date or date of death under
the regulations of the Pension Benefit Guaranty Corporation for
determining the present value of a lump sum distribution on plan
termination that were in effect on September 1, 1993, and (b) the
other applicable actuarial assumptions in use as of such
Retirement Date or date of death under the Basic Plan. The
amount of any annual installment shall be calculated by
converting the benefits payable under this Plan to a Participant,
Former Participant or Surviving Spouse, as the case may be, into
a lump sum amount in accordance with the preceding sentence and
by dividing such amount by the number of installments elected or
deemed to have been elected by the Participant or Former
Participant. The amount of any lump sum or annual installment of
the benefit of any Participant or Former Participant that is not
paid within fifteen days after the date of his Retirement, and
the amount of any lump sum or annual installment of any
Survivor's Benefit of his Surviving Spouse that is not paid
within fifteen days after the Optional Survivor's Benefit Payment
Date, shall bear interest from such fifteenth day after the date
of Retirement or the Optional Survivor's Benefit Payment Date, as
the case may be, to but excluding the date of payment of such
amount, at the Deferral Rate, compounded quarterly. Interest on
any such amount shall be paid on the date such amount is paid.
If the benefits under this Plan are to continue after a
Participant's or Former Participant's death for the benefit of
his spouse or a designated beneficiary, then such Participant or
Former Participant shall have the right at any time to change the
recipient of the survivorship benefit payable under this Plan;
provided, however, that any such change, if made after the
applicable deadline set forth in the Basic Plan, shall not affect
the amount of the benefit payable under this Plan as originally
calculated or the term for which such benefit is payable, also as
originally calculated. The Committee may, in its sole
discretion, defer the payment of any lump sum or initial annual
installment to a Participant or a Former Participant who is a
"covered employee" as defined in Section 162(m) of the Internal
Revenue Code of 1986, as amended, if such payment would be
subject to such Section's limitation on deductibility; provided,
however, that such payment shall not be deferred to a date later
than the earliest date in the year in which such payment would
not be subject to such limitation; and further provided that the
Company shall, at the time of payment of any amount so deferred,
pay interest thereon from the due date thereof at the Deferral
Rate, compounded quarterly.

18200-1<PAGE>

<TABLE>
Exhibit 11
SCHERING-PLOUGH CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON SHARE
(In millions, except per share figures)

Year Ended December 31,
1994 1993 1992
<S> <C> <C> <C>

Earnings per Common Share, As Reported:
Net Income Applicable
to Common Shares . . . . . . . . . . . $ 922.0 $ 730.8 $ 720.4

Average Number of Common Shares
Outstanding. . . . . . . . . . . . . 191.3 195.1 200.2

Earnings Per Common Share. . . . . . . $ 4.82 $ 3.75 $ 3.60

Earnings per Common Share, Assuming
Full Dilution: (a)

Average Number of Common Shares
Outstanding . . . . . . . . . . . . 191.3 195.1 200.2

Shares Contingently Issuable for
Stock Incentive Plans . . . . . . . 2.0 2.2 2.8

Average Number of Common Shares
and Common Share Equivalents
Outstanding . . . . . . . . . . . . 193.3 197.3 203.0

Earnings Per Common Share Assuming
Full Dilution . . . . . . . . . . . $ 4.77 $ 3.70 $ 3.55

<FN>

(a) This calculation is submitted in accordance with the regulations of the Securities
and Exchange Commission although not required by APB Opinion No. 15 because it
results in dilution of less than 3%.

</TABLE>

<TABLE>
Exhibit 12

SCHERING-PLOUGH CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in millions)
<CAPTION>
Year Ended December 31,
1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
Income Before Income Taxes . . . . . $1,213.2 $1,078.4 $953.9 $860.8 $768.9

Add : Fixed Charges
Interest Expense . . . . . . . . . 56.2 48.2 55.4 65.3 82.4

1/3 Rentals. . . . . . . . . . . . 9.6 9.0 8.5 7.9 7.7

Capitalized Interest . . . . . . . 11.4 12.7 15.8 11.8 6.3

Total Fixed Charges. . . . . . . 77.2 69.9 79.7 85.0 96.4

Less: Capitalized Interest . . . . . 11.4 12.7 15.8 11.8 6.3

Add : Amortization of
Capitalized Interest. . . . . . . . 4.1 3.5 4.1 4.0 3.8

Earnings Before Income Taxes and
Fixed Charges (other than
Capitalized Interest) . . . . . . . $1,283.1 $1,139.1 $1,021.9 $ 938.0 $862.8

Ratio of Earnings to Fixed Charges . 16.6 16.3 12.8 11.0 9.0

"Earnings" consist of income before income taxes and fixed charges (other than
capitalized interest). "Fixed charges" consist of interest expense, capitalized
interest and one-third of rentals which Schering-Plough believes to be a reasonable
estimate of an interest factor on leases.
</TABLE>

Exhibit 13

Financial Section of the Company's 1994 Annual Report to Shareholders

<PAGE>
Management's Discussion and Analysis of Operations and Financial
Condition
Sales
Consolidated sales in 1994 totaled $4.66 billion, an increase of
$315.8 million, or 7 percent, over 1993, reflecting volume growth
of 5 percent and price increases of 2 percent. This performance
was primarily due to significant sales gains for the CLARITIN
brand of nonsedating antihistamines. CLARITIN-D, a combination
product with a decongestant, was launched domestically in
November 1994. Worldwide CLARITIN brand sales totaled $505
million in 1994. Consolidated sales in 1994 were also affected
by a sharp decline in sales of INTRON A, the Company's alpha
interferon anticancer and antiviral agent, in Japan.

Consolidated 1993 sales of $4.34 billion advanced $285.6 million,
or 7 percent, over 1992, as volume growth of 7 percent and price
increases of 2 percent were tempered by unfavorable foreign
exchange of 2 percent. This growth was primarily the result of
gains for INTRON A and the domestic introduction of CLARITIN.

Worldwide 1994 pharmaceutical sales of $4.0 billion rose $360.0
million, or 10 percent, over 1993, reflecting volume growth of 7
percent, price increases of 2 percent and favorable foreign
exchange rate fluctuations of 1 percent. Worldwide sales of
pharmaceutical products in 1993 increased $281.2 million, or 8
percent, over 1992, as volume growth of 8 percent and price
increases of 2 percent were moderated by unfavorable foreign
exchange of 2 percent.

Domestic prescription pharmaceutical product sales grew $299.1
million, or 20 percent, in 1994. Sales of respiratory products
increased 30 percent due to continued strong growth of the
CLARITIN brand and advances for the VANCENASE line of allergy
products and VANCERIL line of asthma products.

The respiratory sales gain also reflects higher sales of the
PROVENTIL (albuterol) line of asthma products, resulting from
prescription growth for the metered dose inhaler and higher
branded and generic sales of the solution formulation. Sales of
the PROVENTIL line totaled $396 million in 1994. The PROVENTIL
formulations of solution, syrup and tablets are subject to
generic competition. In January 1994, the Food and Drug
Administration (FDA) issued bioequivalence standards for generic
albuterol metered dose inhalers. Generic competitors are
expected to enter the market in the future. The introduction of
a generic inhaler will negatively affect sales and profitability
of PROVENTIL. Respiratory growth was moderated by lower sales of
THEO-DUR, a sustained-action theophylline, reflecting increased
generic competition.

Domestic sales of anti-infective and anticancer products rose 8
percent compared with 1993, due to gains for INTRON A and
EULEXIN, a therapy for advanced prostate cancer. Dermatological
products grew 5 percent, as increased promotional activities
aided sales of LOTRISONE, an antifungal/anti-inflammatory cream.
Sales of cardiovascular products advanced 4 percent, reflecting
increases for K-DUR potassium supplements and IMDUR, an oral
nitrate for angina.

Domestic prescription pharmaceutical sales in 1993 advanced 10
percent over 1992, led by gains in respiratory products,
reflecting the launch of CLARITIN. Sales of cardiovascular and
anti-infective and anticancer products also grew.

In 1994, sales of international pharmaceutical products increased
$48.0 million, or 2 percent. Excluding the impact of foreign
currency exchange rate fluctuations, sales would have risen
approximately 1 percent. Sales in 1994 were significantly
impacted by a sharp decline of INTRON A sales in Japan.

International sales of respiratory products advanced 10 percent
over 1993, led by growth for CLARITIN. Dermatological products
sales increased 15 percent, largely due to gains for topical
steroids in Latin American and major European markets. Sales of
cardiovascular products rose 19 percent, reflecting higher sales
of NITRO-DUR transdermal nitroglycerin patches.

International sales of anti-infective and anticancer products
declined 14 percent in 1994 due to lower sales of INTRON A in
Japan, as various actions by the Japanese health authorities to
control health care costs, including a mandated price reduction,
resulted in a drastic decline in the interferon market. Sales of
INTRON A in Japan decreased to $141 million in 1994 from $307
million in 1993. Sales of anti-infective and anticancer products
were aided by growth of EULEXIN in major European markets and
higher sales of CEDAX, a third-generation cephalosporin. Also
contributing to the overall international sales growth were gains
for LOSEC, an anti-ulcer treatment licensed from AB Astra.

In 1993, international pharmaceutical sales, excluding foreign
exchange, increased 13 percent over 1992, reflecting significant
INTRON A sales growth in Japan, coupled with higher sales of
respiratory and cardiovascular products.

Sales of health care products in 1994 decreased $44.2 million, or
6 percent, compared with 1993, as price increases of 3 percent
were more than offset by volume declines of 9 percent. Over-the-
counter product sales declined 15 percent, largely due to
increasingly competitive markets for vaginal antifungal and
allergy/cold products. Foot care sales rose 3 percent,
reflecting sales of the upgraded and repackaged DR. SCHOLL'S
corn/callus/bunion line, coupled with spray and powder line
extensions for LOTRIMIN AF, an antifungal. Sun care sales
declined slightly from 1993 levels.

In 1993, health care product sales increased $4.4 million, or 1
percent, over 1992, as price increases of 2 percent were
partially offset by volume declines of 1 percent. The sales
growth largely reflects higher sales of foot care and sun care
products, moderated by lower sales of female health and
allergy/cold products.

Income Before Income Taxes
Income before income taxes totaled $1,213.2 million in 1994, an
increase of $134.8 million, or 13 percent, over 1993. In 1993,
income before income taxes of $1,078.4 million grew $124.5
million, or 13 percent, over the $953.9 million in 1992.
<TABLE>
Summary of Costs and Expenses:
(Dollars in millions)
<CAPTION>
% Increase/(Decrease)
1994 1993 1992 1994/93 1993/92
<S> <C> <C> <C> <C> <C>
Cost of sales . . . . . . $ 958.6 $ 908.8 $ 900.6 5 % 1 %
% of sales . . . . . . . 20.6 % 20.9 % 22.2 %

Selling, general and
administrative . . . . . $1,828.9 $1,747.4 $1,629.8 5 % 7 %
% of sales . . . . . . . 39.3 % 40.3 % 40.2 %

Research and development. $ 620.0 $ 577.6 $ 521.5 7 % 11 %
% of sales . . . . . . . 13.3 % 13.3 % 12.9 %

Other expense, net $ 36.4 $ 29.1 $ 49.9 25 % (42)%
% of sales . . . . . . . .8 % .7 % 1.2 %
____________________________________________________________________________________________
</TABLE>
Cost of sales as a percentage of sales declined to 20.6 percent
in 1994 from 20.9 percent in 1993 and 22.2 percent in 1992. The
improvements reflect the 1993 launch of CLARITIN in the United
States, a change in sales mix to higher margin ethical
pharmaceutical products in several international markets, and
continuing cost containment efforts.

Selling, general and administrative expenses represented 39.3
percent of sales in 1994, 40.3 percent in 1993 and 40.2 percent
in 1992. The decline as a percentage of sales in 1994 from 1993
reflects lower promotional spending for CLARITIN following the
1993 domestic launch, and reduced spending for female health care
products. The increase as a percentage of sales between 1993 and
1992 was due to higher promotional and selling expenses to
support the launch of CLARITIN in the United States.

Research and development expenses increased $42.4 million, or 7
percent, representing 13.3 percent of sales in 1994 and 1993 and
12.9 percent of sales in 1992. The higher spending reflects the
Company's ongoing commitment to provide the resources necessary
to develop a steady flow of innovative products and line
extensions.

Other expense, net consists of interest income, interest expense,
foreign exchange gains and losses, and non-recurring items. In
1994, the net expense increased $7.3 million, as higher interest
expense and a decline in interest income were moderated by lower
foreign exchange losses. The decrease in expense between 1993 and
1992 reflects favorable foreign exchange in Japan and Ireland,
and reduced interest expense, tempered by lower interest income.

Income Taxes
The Company's effective tax rate was 24.0 percent in 1994, 23.5
percent in 1993 and 24.5 percent in 1992. The effective tax rate
for each period was lower than the U.S. statutory income tax
rate, primarily due to tax incentives in Puerto Rico and lower
foreign tax rates.

The Omnibus Budget Reconciliation Act of 1993 (the "Act")
increased the U.S. corporate tax rate from 34 percent in 1992 to
35 percent, restricted deductibility of certain operating
expenses, reduced the tax benefit generated from operations in
Puerto Rico and, in certain circumstances, taxed a portion of
undistributed earnings of foreign subsidiaries. Management
estimates that the primary impact on the Company is the reduction
in the benefit arising from its operations in Puerto Rico. This
reduction in benefit is to be phased in over a five-year period,
which began in 1994. The impact of the Act on the 1994 effective
tax rate was less than the Company had originally anticipated.
However, management estimates the Act could increase the
effective tax rate an additional 2.0 percentage points beginning
in 1996.

For additional information, see "Income Taxes" in the Notes to
Consolidated Financial Statements on page 30.
<PAGE>
Accounting Changes And Extraordinary Item
During the first quarter of 1993, the Company adopted Statement
of Financial Accounting Standards (SFAS) No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions." The
cumulative effect of adopting SFAS No. 106 was a one-time, after-
tax charge of $94.2 million, or $.48 per common share. For
additional information on this transaction, see "Other Post-
retirement Benefits" in the Notes to Consolidated Financial
Statements on page 29.

In 1992, the Company adopted SFAS No. 109, "Accounting for Income
Taxes." The cumulative effect of implementing SFAS No. 109 was a
one-time gain of $27.1 million, or $.13 per common share. Also
in 1992, the Company effected an in-substance defeasance of its
zero-coupon debt, which resulted in an extraordinary loss of
$26.7 million, or $.13 per common share. For additional
information on these transactions, see "Income Taxes" and
"Borrowings" in the Notes to Consolidated Financial Statements on
pages 30 and 26, respectively.

Net Income
Income in 1994, excluding the cumulative effect of an accounting
change in 1993, increased $97.0 million, or 12 percent, to
$922.0 million. Income in 1993 advanced $105.0 million, or 15
percent, over 1992 when excluding the extraordinary item and the
cumulative effect of the accounting changes. Differences in
year-to-year exchange rates reduced comparative income growth in
1994 and 1993. After eliminating these exchange differences,
income would have risen approximately 13 percent in 1994 and 18
percent in 1993.

Earnings Per Common Share
Earnings per common share were as follows:
<TABLE>
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Earnings per common share before the
extraordinary item and accounting
changes $ 4.82 $ 4.23 $ 3.60

Extraordinary item - - (.13)

Accounting changes - (.48) .13

Earnings per common share $ 4.82 $ 3.75 $ 3.60

Average shares outstanding
(in millions) 191.3 195.1 200.2
</TABLE>

Earnings per common share rose 14 percent in 1994 and 18 percent
in 1993, when excluding the extraordinary item and accounting
changes. Earnings per common share increased at a faster rate
than income, due to the Company's share repurchase programs.
Fluctuations in year-to-year exchange rates have reduced
comparative growth in earnings per common share. Excluding the
impact of these exchange differences, earnings per common share
before the extraordinary item and accounting changes would have
increased approximately 15 percent in 1994 and 21 percent in
1993.

Over the past three years, the Board of Directors has authorized
several share repurchase programs. Under these programs,
approximately 8.6 million common shares were purchased in 1994,
7.0 million common shares in 1993 and 3.1 million common shares
in 1992. At year-end 1994, the most recent $500 million program
was 97 percent complete. This program was completed in February
1995.

Environmental Matters
The Company has obligations for environmental safety and clean-up
under various state, local and federal laws, including the
Comprehensive Environmental Response, Compensation and Liability
Act, commonly known as Superfund. Environmental expenditures
have not had and, based on information currently available, are
not anticipated to have a material impact on the Company's
financial statements. For additional information, see "Legal and
Environmental Matters" in the Notes to Consolidated Financial
Statements on page 32.

Additional Factors Influencing Operations
Vision Care Business
With the 1994 launch of its disposable contact lenses, the
Company's Wesley-Jessen subsidiary is now able to compete in the
fastest-growing segment of the contact lens market. Prior to
this time, Wesley-Jessen's business had been restricted to the
conventional lens segment, which has been contracting for a
number of years.

Wesley-Jessen's progression to becoming a full-fledged competitor
in the contact lens business resulted from Company investments in
research and capital in excess of $150 million. Having achieved
this objective for the business, the Company is exploring a
number of courses of action, including a strategic alliance,
licensing, divestiture or the continuation of present operations.
At this time, the outcome of this exploratory process is unknown.
The Company hopes to conclude on a course of action in 1995.

Health Care Reform
In the United States, many of the Company's pharmaceutical
products are subject to increasingly competitive pricing as
managed care groups, institutions and governments seek price
discounts. Future health care reform proposals also could have
an impact on operations of the Company.

In most international markets, the Company operates in an
environment of government-mandated cost containment programs.
Sales in Japan declined significantly in 1994, due to the impact
of various cost containment efforts by the Japanese health
authorities on the overall interferon market. INTRON A sales
decreased as a result of a mandated price cut and government-
imposed restrictions. In addition, several other markets have
placed restrictions on physician prescription levels and patient
reimbursements, emphasized greater generic usage and enacted
across-the-board price cuts as further methods of cost control.

Since the Company is unable to predict the final form and timing
of any domestic and international governmental health care reform
proposals, their effect on future operations and cash flows
cannot be reasonably estimated.

Foreign Exchange
Sales outside of the United States represented 45 percent of
total sales in 1994 and 47 percent in 1993. Fluctuating foreign
exchange rates have affected sales and earnings, as previously
discussed. Sales and earnings growth in 1995 will be negatively
affected if the U.S. dollar strengthens. The Company continues
to implement selective hedging strategies to mitigate the
possible adverse effects of 1995 exchange rate changes. For
additional information on these strategies, see "Financial
Instruments" in the Notes to Consolidated Financial Statements on
page 24.

Inflation
Inflation has had only a minimal impact on operations in recent
years.

Liquidity and Financial Resources
Cash generated from operations and selected borrowings continues
to be the Company's major source of funds to finance working
capital, additions to property and shareholder dividends.

Cash provided by operating activities totaled $1,282.5 million in
1994, $962.1 million in 1993 and $691.9 million in 1992. The
1993 amount was reduced by $147.0 million for the funding of the
Company's initial accumulated post-retirement benefit obligation.

Capital expenditures amounted to $271.6 million in 1994, $365.2
million in 1993 and $403.2 million in 1992. It is anticipated
that expenditures will approximate $350 million in 1995, mainly
reflecting initial construction of a bulk chemical plant in
Singapore and construction of a nonsterile facility in Mexico.
Commitments for 1995 capital expenditures totaled $58.3 million
at December 31, 1994.

Common shares repurchased in 1994 totaled 8.6 million shares at a
cost of $599.4 million. In 1993, 7.0 million shares were
repurchased for $418.3 million, and 3.1 million shares were
repurchased in 1992 at a cost of $171.0 million.

Dividend payments of $379.4 million were made in 1994, compared
with $339.6 million in 1993 and $300.2 million in 1992. These
increases reflect dividends per common share paid to shareholders
of $1.98 per share in 1994, up from $1.74 per share in 1993 and
$1.50 in 1992.

Short-term borrowings totaled $782.3 million at year-end 1994,
$1,076.0 million in 1993 and $946.0 million in 1992. The decline
in 1994 primarily reflects cash generated from domestic
operations and the sale of investments.

The Company's ratio of debt to total capital decreased to 38
percent in 1994 from 44 percent in 1993, as a result of the
reduction in short-term debt. The Company's liquidity and
financial resources continue to be sufficient to meet its
operating needs. As of December 31, 1994, the Company had $866.6
million in unused lines of credit, of which $541.5 million was in
support of commercial paper borrowings. The Company had A-1+ and
P-1 ratings for its commercial paper, and AA and Aa3 general bond
ratings from Standard and Poor's and Moody's, respectively, as of
December 31, 1994. <PAGE>
<TABLE>
Schering-Plough Corporation and Subsidiaries

Statements of Consolidated Income
(Dollars in millions, except per share figures)
<CAPTION>
For The Years Ended December 31, 1994 1993 1992
<S> <C> <C> <C>
Sales . . . . . . . . . . . . . . . . . . . . . $4,657.1 $4,341.3 $4,055.7
Costs and Expenses:

Cost of sales . . . . . . . . . . . . . . . . 958.6 908.8 900.6

Selling, general and administrative . . . . . 1,828.9 1,747.4 1,629.8

Research and development. . . . . . . . . . . 620.0 577.6 521.5

Other expense, net. . . . . . . . . . . . . . 36.4 29.1 49.9

Total costs and expenses . . . . . . . . . . 3,443.9 3,262.9 3,101.8

Income before Income Taxes. . . . . . . . . . . 1,213.2 1,078.4 953.9
Income taxes. . . . . . . . . . . . . . . . . 291.2 253.4 233.9

Income before extraordinary item and
cumulative effect of accounting changes. . . . 922.0 825.0 720.0

Extraordinary Item. . . . . . . . . . . . . . - - (26.7)

Cumulative effect of accounting changes . . . - (94.2) 27.1
___________________________________________________________________________________

Net Income. . . . . . . . . . . . . . . . . . . $ 922.0 $ 730.8 $ 720.4

Earnings per common share before extraordinary
item and cumulative effect of accounting changes $ 4.82 $ 4.23 $ 3.60

Extraordinary item. . . . . . . . . . . . . . - - (.13)

Cumulative effect of accounting changes . . . - (.48) .13
___________________________________________________________________________________

Earnings Per Common Share . . . . . . . . . . . $ 4.82 $ 3.75 $ 3.60
</TABLE>

<TABLE>
Statements of Consolidated Retained Earnings
(Dollars in millions, except per share figures)
<CAPTION>

For The Years Ended December 31, 1994 1993 1992

<S> <C> <C> <C>
Retained Earnings, Beginning of Year. . . . . . $3,435.6 $3,044.4 $2,624.2

Net income. . . . . . . . . . . . . . . . . . . 922.0 730.8 720.4

Cash dividends on common shares (per share:
1994, $1.98; 1993, $1.74; and 1992, $1.50) . . (379.4) (339.6) (300.2)
___________________________________________________________________________________

Retained Earnings, End of Year. . . . . . . . . $3,978.2 $3,435.6 $3,044.4
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>

<PAGE>
<TABLE>
Schering-Plough Corporation and Subsidiaries

Statements of Consolidated Cash Flows
(Dollars in millions)
<CAPTION>
For The Years Ended December 31, 1994 1993 1992
<S> <C> <C> <C>
Operating Activities:

Net income . . . . . . . . . . . . . . . . . . . . . $ 922.0 $ 730.8 $ 720.4
Depreciation and amortization. . . . . . . . . . . . 157.6 142.4 135.0
Working capital changes - source (use):
Accounts receivable . . . . . . . . . . . . . . . 73.0 48.4 (246.5)
Inventories . . . . . . . . . . . . . . . . . . . (41.5) (11.4) (28.8)
Other current assets. . . . . . . . . . . . . . . (107.6) (41.2) (78.1)
Accounts payable, income taxes and accrued
liabilities. . . . . . . . . . . . . . . . . . . 166.4 101.9 142.2
Other, net . . . . . . . . . . . . . . . . . . . . . 112.6 (8.8) 47.7

Net cash provided by operating activities. . . . . . 1,282.5 962.1 691.9

Investing Activities:

Capital expenditures . . . . . . . . . . . . . . . . (271.6) (365.2) (403.2)
Reduction of investments . . . . . . . . . . . . . . 181.0 192.7 323.0
Purchases of investments . . . . . . . . . . . . . . (19.1) (287.1) (93.1)
Other, net . . . . . . . . . . . . . . . . . . . . . (41.1) (18.1) (2.5)

Net cash used for investing activities (150.8) (477.7) (175.8)

Financing Activities:

Common shares repurchased. . . . . . . . . . . . . . (599.4) (418.3) (171.0)
Cash dividends paid to common shareholders . . . . . (379.4) (339.6) (300.2)
Net change in short-term borrowings. . . . . . . . . (292.1) 120.0 352.1
Net change in long-term debt . . . . . . . . . . . . 3.7 (.6) (580.3)
Proceeds from other equity transactions. . . . . . . 33.1 33.7 18.7
Other, net . . . . . . . . . . . . . . . . . . . . . - (62.3) (9.7)

Net cash used for financing activities . . . . . . . (1,234.1) (667.1) (690.4)

Effect of Exchange Rates on Cash and Cash Equivalents. (4.2) (1.4) (3.7)

Net Decrease in Cash and Cash Equivalents. . . . . . . (106.6) (184.1) (178.0)
Cash and Cash Equivalents, Beginning of Year . . . . . 222.2 406.3 584.3

Cash and Cash Equivalents, End of Year . . . . . . . . $ 115.6 $ 222.2 $ 406.3
_______________________________________________________________________________________

<FN>
See Notes to Consolidated Financial Statements.
</TABLE> <PAGE>
<TABLE>
Schering-Plough Corporation and Subsidiaries

Consolidated Balance Sheets
(Dollars in millions, except per share figures)

<CAPTION>
At December 31, 1994 1993
<S> <C> <C>
ASSETS
__________________________________________________________________________

Current Assets:

Cash and cash equivalents. . . . . . . . . . . $ 115.6 $ 222.2

Short-term investments . . . . . . . . . . . . 45.0 207.2

Accounts receivable, less allowances:
1994, $57.5; 1993, $44.9 . . . . . . . . . . 627.9 687.1

Inventories. . . . . . . . . . . . . . . . . . 466.3 404.6

Prepaid expenses, deferred income taxes
and other current assets . . . . . . . . . . . 484.3 379.4

Total current assets . . . . . . . . . . . . . 1,739.1 1,900.5

Property, at cost:

Land . . . . . . . . . . . . . . . . . . . . . 46.1 47.1

Buildings and improvements . . . . . . . . . . 1,450.4 1,319.8

Equipment. . . . . . . . . . . . . . . . . . . 1,283.7 1,146.6

Construction in progress . . . . . . . . . . . 269.5 325.4

Total. . . . . . . . . . . . . . . . . . . . . 3,049.7 2,838.9

Less accumulated depreciation. . . . . . . . . 967.4 871.2

Property, net. . . . . . . . . . . . . . . . . 2,082.3 1,967.7

Intangible Assets, net. . . . . . . . . . . . . . . 168.3 182.5

Other Assets. . . . . . . . . . . . . . . . . . . . 336.0 266.2

$4,325.7 $4,316.9
/TABLE
<PAGE>
<TABLE>
<CAPTION>
1994 1993

LIABILITIES AND SHAREHOLDERS' EQUITY
___________________________________________________________________________
<S> <C> <C>
Current Liabilities:

Accounts payable . . . . . . . . . . . . . . . $ 285.2 $ 249.0

Short-term borrowings and current portion of
long-term debt . . . . . . . . . . . . . . . 782.3 1,076.0

U.S., foreign and state income taxes . . . . . 397.7 341.8

Accrued compensation . . . . . . . . . . . . . 170.5 157.4

Other accrued liabilities. . . . . . . . . . . 393.1 308.2

Total current liabilities. . . . . . . . . . . 2,028.8 2,132.4

Long-Term Liabilities:

Long-term debt . . . . . . . . . . . . . . . . 185.8 182.3

Deferred income taxes. . . . . . . . . . . . . 246.1 175.9

Other long-term liabilities. . . . . . . . . . 290.6 244.4

Total long-term liabilities. . . . . . . . . . 722.5 602.6

Shareholders' Equity:

Preferred shares - authorized, 50,000,000
shares of $1 par value each; issued - none . - -

Common shares - authorized, 300,000,000 shares
of $1 par value each; issued,
251,482,691 shares . . . . . . . . . . . . . 251.5 251.5

Paid-in capital . . . . . . . . . . . . . . . . 133.3 80.9

Retained earnings . . . . . . . . . . . . . . . 3,978.2 3,435.6

Foreign currency translation adjustment and other (117.0) (116.2)

Total . . . . . . . . . . . . . . . . . . . . . 4,246.0 3,651.8

Less treasury shares, at cost - 1994, 65,468,430
shares; 1993, 57,927,994 shares . . . . . . 2,671.6 2,069.9

Total shareholders' equity . . . . . . . . . . 1,574.4 1,581.9

$4,325.7 $4,316.9

<FN>
See Notes to Consolidated Financial Statements.
</TABLE>

Notes to Consolidated Financial Statements
(Dollars in millions, except per share figures)

Accounting Policies

Principles of Consolidation

The consolidated financial statements include Schering-Plough Corporation and
its subsidiaries. Intercompany balances and transactions are eliminated.
Certain
prior year amounts have been reclassified to conform to the current year
presentation.

Cash and Cash Equivalents

Cash and cash equivalents include operating cash and highly liquid investments,
generally with maturities of three months or less.

Investments

Effective January 1, 1994, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in
Debt and Equity Securities." The Company's short-term investments consist of
short-term certificates of deposit and municipal obligations, which
are generally
held to maturity. The Company's other investments consist primarily of debt
and equity securities held in non-qualified trusts for pension
obligations. These
trust funds are included in other non-current assets on the consolidated balance
sheet. For purposes of SFAS No. 115, all of the Company's investment
securities are classified as available for sale and, accordingly,
are carried at fair
value. Unrealized gains and losses are included in shareholders' equity until
realized. There was no effect on income as a result of adopting SFAS No. 115.

Inventories

Inventories are valued at the lower of cost or market. Cost is determined by
using the last-in, first-out method for substantially all domestic
inventories. The
cost of all other inventories is determined by the first-in, first-out method.

Depreciation

Depreciation is provided over the estimated useful lives of the properties,
generally by use of the straight-line method. Average useful lives are 50 years
for buildings, 25 years for building improvements and 12 years for equipment.
<PAGE>
Intangible Assets

Intangible assets principally include goodwill, patents, licenses
and trademarks.
Net goodwill of $69.3 and $70.7 at December 31, 1994 and 1993,
respectively, represents the excess of cost over the fair value of net assets of
companies purchased and is amortized on the straight-line method, generally
over 40 years. Other intangible assets are recorded at cost and amortized over
their expected useful lives on the straight-line method. Accumulated
amortization of intangible assets was $101.4 and $86.5 at December 31, 1994
and 1993, respectively. Intangible assets are periodically reviewed
to determine
recoverability by comparing their carrying values to expected future cash flows.

Foreign Currency Translation

The net assets of most of the Company's foreign subsidiaries are translated into
U.S. dollars using current exchange rates. The U.S. dollar effects that arise
from translating the net assets of these subsidiaries at changing rates are
recorded in the foreign currency translation adjustment (FCTA) account in
shareholders' equity. For the remaining foreign subsidiaries, principally those
operating in highly inflationary economies, non-monetary assets are translated
using historical rates, while monetary assets are translated at current
rates, with
the U.S. dollar effects of rate changes included in income.

Exchange gains and losses arising from hedging foreign net investments and
from translating intercompany balances of a long-term investment nature are
recorded in the FCTA account. Other exchange gains and losses are included in
income.

Net foreign exchange losses included in income were $5.8, $13.6 and $21.5 in
1994, 1993 and 1992, respectively.

Earnings Per Common Share

Earnings per common share is computed by dividing net income by the
weighted-average number of common shares outstanding. Shares issuable
through the exercise of stock options and warrants,
and under deferred delivery
agreements are not considered in the calculation, as they are either
not dilutive
or do not have a material effect on the determination of earnings per common
share.

Financial Instruments

The table below presents the carrying values and estimated fair values for the
Company's financial instruments, including derivative financial instruments.
Estimated fair values were determined based on market prices, where available,
or dealer quotes.
<TABLE>
<CAPTION>
December 31, 1994 December 31, 1993
Carrying Estimated Carrying Estimated
Value Fair Value Value Fair Value

Assets:
<S> <C> <C> <C> <C>
Cash and cash equivalents $ 116 $ 116 $ 222 $ 222
Short-term investments 45 45 207 207
Other investments 83 83 87 90

Derivative Financial Instruments:
Foreign currency put options 1 - 4 6
Forward exchange contracts 2 2 - -

Liabilities:
Short-term borrowings 782 782 1,076 1,076
Long-term debt 186 189 182 194

Derivative Financial Instruments:
Interest rate swap contracts 19 19 6 6
Foreign currency swap
contracts 69 101 53 68
</TABLE>
Credit and Market Risk

Most financial instruments expose the holder to credit risk for non-performance
and to market risk for changes in interest and currency rates. The Company
mitigates credit risk by dealing only with financially sound counterparties.
Accordingly, the Company does not anticipate loss for non-performance. The
Company manages market risk primarily by investing in short-term, highly liquid
investments and, in the case of derivatives, by limiting the use of
derivatives to
hedging activities or by limiting potential exposure to amounts that are not
material to results of operations or cash flow. The Company does not enter into
derivative instruments to generate trading profits.

Short-term and Other Investments

Short-term investments consist of certificates of deposit and municipal
obligations, all of which mature within 12 months. Other investments primarily
consist of debt and equity securities held in non-qualified trusts to
fund pension
benefits. Other investments are recorded in other non-current assets. Gains
and losses during 1994 and 1993, based on the specific identification method,
were not material.

Derivatives

The Company has not used derivative financial instruments to manage overall
interest rate risk or overall exchange rate risk. Further, the Company has not
used derivative financial instruments to speculate. The use of derivative
financial instruments has been limited to:

o Hedging selective foreign exchange exposures that arise from
international operations and

o International cash management.

Hedging Selective Foreign Exchange Exposures

The profitability of the Company's foreign operations, as measured in U.S.
dollars, is subject to exchange rate risk. If the U.S. dollar weakens, the
profitability of foreign operations benefits. However, if the U.S. dollar
strengthens, the profitability of foreign operations can be adversely affected.
Historically, the level of pre-tax operating profitability subject to this
kind of
exchange risk has been as follows:
<TABLE>
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Europe, Middle East and Africa $232 $220 $215

Latin America 102 79 65

Canada, Pacific Area and Asia 138 207 141
</TABLE>
To date, management has not deemed it cost-effective to engage in a formula-
based program of hedging the profitability of these operations using derivative
financial instruments. Some of the reasons for this conclusion are:

o The Company operates in a large number of foreign countries; the
currencies of these countries generally do not move in the same
direction
at the same time.

o Historically, the major groups of currencies in which the
Company operates
generally have not experienced dramatic changes on a year-to-year basis.

o The Company's foreign subsidiaries purchase significant quantities of
inventory payable in U.S. dollars. Managing the level of
inventory and
related payables and the rate of inventory turnover provides a level of
protection against adverse changes in exchange rates.

Anticipated Inventory Purchases

On a selective basis, derivative instruments have been used to hedge some of
the anticipated inventory purchases of Company subsidiaries.

Put option contracts provide the right to sell a fixed amount of a specified
currency at a fixed price during a specified period. Realized gains on these
contracts are accounted for as a reduction in the cost of inventory. Unrealized
gains are not recognized for financial statement purposes. Losses on foreign
currency put options are limited to the premiums paid. Premiums paid are
recorded in other current and non-current assets and amortized to other
expense, net over the life of the contract. At December 31, 1994, yen option
contracts were outstanding, which provide the Company with
the right to deliver 6.2
billion yen in exchange for $60 in 1995. There were no unrealized gains at
December 31, 1994.

At December 31, 1993, the Company held options to deliver 85 million
Deutschemarks, 238 million French francs and 6.7 billion yen for $50, $40 and
$60, respectively. All 1993 contracts matured in 1994. At December 31,
1993, unrealized gains were insignificant. Gains and costs in both 1994 and
1993 were not material.

Firm Commitments

On a selective basis, the Company will enter into forward exchange contracts to
hedge near-term, firm commitments denominated in a foreign currency. At
December 31, 1994, the Company's Mexican subsidiary held a forward contract
with a notional principal of $7 and a maturity date of January 24, 1995. Under
the contract, on January 24, the subsidiary received pesos equal to the
difference between the spot rate and the contract rate of 3.28 times the
notional principal. The market and net carrying value of this contract at
December 31, 1994, was an asset of $2. Realized and unrealized gains and
losses under this contract are recorded as foreign exchange gains and losses and
offset the equivalent recorded loss or gain on the firm commitment.

At December 31, 1993, the Mexican subsidiary held a forward contract with a
notional principal of $7 and a contract rate of 3.12. This contract matured in
January 1994.

Net Investment in Foreign Subsidiaries

In the early 1980s, the Company significantly changed its operating structure in
Japan. About the same time, the Company decided to partially hedge its net
investment in Japan. At December 31, 1994, the net investment in the
subsidiary was approximately 20 billion yen.
Long-term foreign currency interest rate swap contracts have been used to
hedge this net investment. Under contracts outstanding at December 31, 1994
and 1993, the Company will deliver 14.9 billion yen in exchange for $80.3 on
various dates through 2005. The net contract liability is in other long-term
liabilities. There have been no purchases, sales or maturities of these foreign
currency contracts during 1994. In accordance with SFAS No. 52, the foreign
currency obligations under these contracts are recorded using foreign exchange
spot rates in effect at year end. At December 31, 1994, the Company
estimates that a 1 percent change in the yen to U.S. dollar exchange rate would
affect the estimated fair value of these contracts by approximately $2.

The investment in the Japanese subsidiary is the only net investment that is
hedged at year end using derivative financial instruments.

International Cash Management

In 1991 and 1992, the Company utilized interest rate swaps as part of its
international cash management strategy. The Company employed the strategy
in 1991 using an interest rate swap arrangement with a notional principal of
$650 and in 1992 using an interest rate swap arrangement with a notional
principal of $950.

The $650 arrangement initially provided for the payment and receipt of interest
based on two floating rates (LIBOR and average federal funds rates), and the
$950 arrangement initially provided for the payment of interest based upon a
floating rate (LIBOR) and the receipt of interest based upon two-year U.S.
treasury rates. Both arrangements have 20-year terms.

During 1994, the market risk of the $650 arrangement was significantly reduced
by entering into offsetting contracts. The offsetting interest receipts and
payments begin in 1997. As a result, the Company continues to be subject to
market risk through 1996. At December 31, 1994 and 1993, the market value
of this arrangement was a liability of $19 and $6, respectively.
It is estimated
that a 50 basis point change in interest rate structure could change the market
value of this arrangement by approximately $5.

During 1993, the market risk of the $950 arrangement was effectively nullified
by entering into offsetting contracts. These offsetting contracts took effect
immediately. The market value of this arrangement was a liability of less than
$1 at December 31, 1994 and 1993.

The above interest rate swaps are accounted for on a mark-to-market basis,
and
annual net cash flows for payments and receipts under the contracts are not
material.

Borrowings

Short-term borrowings consist of commercial paper issued in the United States,
bank loans and notes payable. Commercial paper outstanding at December 31,
1994 and 1993 was $601.7 and $961.4, respectively. Bank loans and notes
payable at December 31, 1994 and 1993 totaled $178.2 and $112.0,
respectively. The weighted average interest rate for short-term borrowings at
December 31, 1994 and 1993 was 6.4 percent and 3.6 percent, respectively.

At December 31, 1994, unused domestic bank lines of credit, which were
considered as support for commercial paper borrowings, were $541.5. These
lines of credit do not require compensating balances; however, a nominal
commitment fee is paid for these lines.

The Company's foreign subsidiaries had available $325.1 in unused lines of
credit from various financial institutions at December 31, 1994. Generally,
these credit lines do not require commitment fees or compensating balances and
are cancelable at the option of the Company or the financial institutions.
<TABLE>
Long-term debt, including current maturities, at December 31
consisted of the following:
<CAPTION>
1994 1993
<S> <C> <C>
Notes, 7.8%, due 1996 . . . . . . . . . . . . . . $100.0 $100.0
Industrial revenue bonds, 4.35%-12.0%,
due 2001-2013 . . . . . . . . . . . . . . . . . 80.0 80.0
Other . . . . . . . . . . . . . . . . . . . . . . 8.2 4.9
188.2 184.9
Current maturities. . . . . . . . . . . . . . . . (2.4) (2.6)
Total long-term debt. . . . . . . . . . . . . . . $185.8 $182.3
</TABLE>
During 1992, the Company purchased approximately $600.0 of U.S.
government securities and deposited them into an irrevocable trust to complete
an in-substance defeasance of the Company's zero-coupon notes. The funds in
the trust will be used solely to satisfy the $828.6 maturity value of the zero-
coupon notes due December 2, 1996. Accordingly, the government securities
and the zero-coupon notes have been excluded from the 1994 and 1993
balance sheets. The debt extinguishment resulted in an extraordinary loss in
1992 of $26.7 (net of income taxes of $15.0), or $.13 per share.

The Company has a shelf registration statement on file with the Securities and
Exchange Commission covering the issuance of up to $200.0 of debt securities.
These securities may be offered from time to time on terms to be determined at
the time of sale. As of December 31, 1994, no debt securities have been
issued pursuant to this registration.

Interest Income and Interest Expense

Interest income for 1994, 1993 and 1992 was $17.2, $23.9 and $38.5,
respectively.

Interest expense, net of amounts capitalized as part of the construction cost of
property, plant and equipment, for 1994, 1993 and 1992 was $56.2, $48.2
and $55.4, respectively. Interest costs of $11.4, $12.7 and $15.8 in 1994,
1993 and 1992, respectively, have been capitalized and included in the cost of
property, plant and equipment. Total cash payments for interest, net of
amounts capitalized, were $43.8, $49.4 and $54.8 in 1994, 1993 and 1992,
respectively.

Interest income and interest expense are included in other expense, net.

Inventories

Year-end inventories consisted of the following:
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
Finished products . . . . . . . . . . . . . . $180.1 $168.3
Goods in process. . . . . . . . . . . . . . . 193.8 153.7
Raw materials and supplies. . . . . . . . . . 92.4 82.6
Total inventories . . . . . . . . . . . . . . $466.3 $404.6
</TABLE>
Inventories valued on a last-in, first-out basis comprised approximately 36
percent and 42 percent of total inventories at December 31, 1994 and 1993,
respectively. The estimated replacement cost of total inventories at December
31, 1994 and 1993 was $520.1 and $458.7, respectively.

Stock Incentive Plans

Under the terms of the Company's 1992 Stock Incentive Plan, 9 million of the
Company's common shares may be granted as stock options or awarded as
deferred stock units to officers and certain employees of the Company through
December 1997. Options are granted at prices not less than the market value of
the common shares at grant dates, become exercisable not earlier than six
months and one day from the date of the grant, and expire not later than 10
years after the date of the grant. Deferred stock units are payable in an
equivalent number of common shares; the shares are distributable in a single
installment or in up to five equal annual installments commencing not earlier
than six months and one day from the date of the award.
<TABLE>
The table below summarizes stock option activity over the past two years under
current and prior plans:
<CAPTION>
Number Option price
of shares (range per share)
<S> <C> <C>
Outstanding at January 1, 1993. . . . . 4,571,226 $ 8.81-$58.88
Granted . . . . . . . . . . . . . . 608,195 $53.00-$66.38
Exercised . . . . . . . . . . . . . (772,910) $ 8.81-$58.88
Canceled or expired . . . . . . . . (26,105)
Outstanding at December 31,1993 . . . . 4,380,406 $ 8.81-$66.38
Granted . . . . . . . . . . . . . . 1,303,583 $59.63-$74.13
Exercised . . . . . . . . . . . . . (755,687) $ 8.81-$58.88
Canceled or expired . . . . . . . . (101,335)
Outstanding at December 31, 1994. . . . 4,826,967 $ 9.88-$74.13
Exercisable at December 31, 1994. . . . 2,728,359
/TABLE
<PAGE>

As of December 31, 1994 and 1993, there were 771,460 and 942,300
deferred stock units outstanding, respectively, under current and prior plans.
There were 507,386 shares issued in 1994 and 315,770 shares issued in 1993.
At December 31, 1994, there were 6,413,723 common shares available for
future options or awards.

Retirement Plans

The Company and certain of its subsidiaries have defined benefit pension plans
covering eligible employees in the United States and certain foreign countries.
Benefits under these plans are generally based upon the participants' average
final earnings and years of credited service, and take into account governmental
retirement benefits. The Company's funding policy is to contribute actuarially
determined amounts, after taking into consideration the funded status of each
plan and regulatory limitations.
<TABLE>
The components of the net pension expense (income) for all Company-
sponsored plans were as follows:
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Service cost - benefits earned during
the year. . . . . . . . . . . . . . . $ 33.0 $ 26.6 $ 24.0
Interest cost on projected benefit
obligations . . . . . . . . . . . . . 42.2 40.5 37.5
Actual return on plan assets . . . . . .2 (101.5) (46.3)
Net amortization and deferral . . . . . (69.9) 36.8 (15.3)
Net pension expense (income). . . . . . $ 5.5 $ 2.4 $ (.1)
</TABLE>
The year-to-year changes in the net amortization and deferral component of
pension cost are principally attributable to differences between actual and
expected returns on plan assets.
<PAGE>
<TABLE>
The actuarial present value of benefit obligations and qualified assets of the
plans at December 31 were as follows:
<CAPTION>
Over funded Under funded
plans plans

1994 1993 1994 1993
<S> <C> <C> <C> <C>
Projected benefit obligations:

Accumulated benefit obligations,
including vested benefits of
$449.2 in 1994 and $466.8 in 1993. . . $426.4 $442.9 $73.0 $ 61.2

Effect of future salary increases . . . 70.2 82.8 20.5 19.0

Total projected benefit obligations . . . 496.6 525.7 93.5 80.2
Plan assets at fair value,
primarily stocks and bonds. . . . . . . 688.7 699.8 13.7 11.4

Plan assets over (under) projected
benefit obligations . . . . . . . . . . 192.1 174.1 (79.8) (68.8)

Unrecognized net transition (asset)
liability . . . . . . . . . . . . . . . (86.6) (95.7) 6.6 7.8

Unrecognized prior service cost . . . . . 6.0 6.3 8.7 4.7

Unrecognized net (gain) loss. . . . . . . (10.3) 1.8 15.3 18.2

Net pension asset (liability) . . . . . . $101.2 $ 86.5 $(49.2) $(38.1)
</TABLE>

In addition to the plan assets indicated above, at December 31, 1994 and 1993,
$45.7 and $45.4, respectively, of securities were held in non-qualified trusts
designated to provide pension benefits for certain of the plans presented above
as under funded.

The discount rate used in determining the projected benefit obligation for the
Company's U.S. plans was 8.25 percent at December 31, 1994, and 7 percent
at December 31, 1993. The weighted-average discount rate for the Company's
non-U.S. plans was 7.4 percent at December 31, 1994, and 7.3 percent at
December 31, 1993. The weighted-average rate of increase in future
compensation levels for all plans was 4.2 percent at December 31, 1994 and
1993. The weighted-average expected long-term rate of return on plan assets
was approximately 10 percent for both years. The 1994 assumption changes
reduced the total projected benefit obligation by approximately 11 percent.

<PAGE>
The Company has a defined contribution profit-sharing plan covering
substantially all of its full-time domestic employees who have completed one
year of service. The annual contribution is determined by a formula based on
the Company's income, shareholders' equity and participants' compensation.
Profit-sharing expense totaled $59.6, $58.2 and $53.7 in 1994, 1993 and
1992, respectively.